Common use of Authorization; Binding Effect Clause in Contracts

Authorization; Binding Effect. The execution and delivery by Buyer of this Agreement and the performance by Buyer of its obligations hereunder and the consummation by Buyer of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Buyer. This Agreement has been duly executed and delivered by a duly authorized officer of Buyer and constitutes the valid and legally binding obligation of Buyer enforceable against Buyer in accordance with its terms.

Authorization; Binding Effect. The execution and delivery by Buyer of this Agreement and the performance by Buyer of its obligations hereunder and the consummation by Buyer of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Buyer. This Agreement has been duly and validly executed and delivered by a duly authorized officer of Buyer Seller and, upon the execution and constitutes delivery thereof by the Buyer, will constitute the Legal, valid and legally binding obligation obligations of Buyer Seller enforceable against Buyer it in accordance with its terms.

Authorization; Binding Effect. The execution and delivery by PARENT and Buyer of this Agreement and the performance by Buyer of its obligations hereunder Agreement, and the consummation by PARENT and Buyer of the transactions contemplated hereby by this Agreement with respect to each and the performance by PARENT and Buyer of their respective obligations under this Agreement have been duly and validly authorized by all necessary corporate action on the part of PARENT and Buyer. This Agreement has been duly executed and delivered by a duly authorized officer of PARENT and Buyer and constitutes the a legal, valid and legally binding obligation of Buyer PARENT and Buyer, as they relate to each, enforceable against Buyer it in accordance with its terms.

Authorization; Binding Effect. The execution execution, delivery and delivery performance by the Buyer of this Agreement and the performance by Buyer of its obligations hereunder and the consummation by Buyer of the transactions contemplated hereby are within the powers of the Buyer and have been duly authorized by all necessary action on the part of the Buyer. This Agreement has been duly executed constitutes a valid and delivered by a duly authorized officer of binding agreement upon the Buyer and constitutes the valid and legally binding obligation of Buyer is enforceable against the Buyer in accordance with its terms.

Authorization; Binding Effect. The execution and delivery by Buyer of this Agreement and the agreements contemplated thereby, and the performance by Buyer of its obligations hereunder and the consummation by Buyer of the transactions contemplated hereby thereunder, have been duly and validly authorized by all necessary corporate action on the part of Buyer, including all requisite board of directors approval. This Agreement has been duly and validly executed and delivered by a duly authorized officer of Buyer and, upon the execution and constitutes delivery thereof by Seller, will constitute the legal, valid and legally binding obligation obligations of Buyer enforceable against Buyer it in accordance with its terms.

Authorization; Binding Effect. The execution and delivery by Buyer of this Agreement and the agreements contemplated thereby, and the performance by Buyer of its obligations hereunder and the consummation by Buyer of the transactions contemplated hereby thereunder, have been duly and validly authorized by all necessary corporate action on the part of Buyer. This Agreement has and the agreements contemplated hereby have been (or prior to the Closing will be) duly and validly executed and delivered by a duly authorized officer of Buyer and, upon the execution and constitutes delivery thereof by Seller, will constitute the legal, valid and legally binding obligation obligations of Buyer enforceable against Buyer it in accordance with its terms.

Authorization; Binding Effect. The execution and delivery by Buyer of this Agreement and the performance by Buyer of its obligations hereunder and the consummation by Buyer of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Buyer. This Agreement has been duly executed and delivered by a duly authorized officer of Buyer Sellers and constitutes the valid and legally binding obligation of Buyer enforceable against Buyer Sellers in accordance with its terms.

Authorization; Binding Effect. The execution and delivery by Buyer the Purchaser of this Agreement and the other Sale Agreements, the performance by Buyer the Purchaser of its obligations hereunder under this Agreement and the other Sale Agreements and the consummation by Buyer of the transactions contemplated hereby have Transactions by the Purchaser has been duly authorized by all necessary action on the part of Buyer. This Agreement has been duly executed and delivered by a duly authorized officer of Buyer and constitutes the valid and legally binding obligation of Buyer enforceable against Buyer in accordance with its terms.the

Authorization; Binding Effect. The execution execution, delivery and delivery by Buyer performance of this Agreement and the performance by Buyer of its obligations hereunder and the consummation by Buyer it of the transactions contemplated hereby hereby, have been duly authorized approved by all necessary corporate action on the part of Buyer. This Agreement has been duly executed and delivered by a duly authorized officer of Buyer and this Agreement constitutes the legal, valid and legally binding obligation of Buyer enforceable against Buyer in accordance with its terms.

Authorization; Binding Effect. The execution and delivery by Buyer of this Agreement and the performance by Buyer of its obligations hereunder and the consummation by Buyer of the transactions contemplated hereby have has been duly authorized by all necessary corporate action on to execute, deliver, perform and consummate the part of Buyertransactions contemplated in this Agreement. This Agreement has been duly executed constitutes a valid and delivered by a duly authorized officer of binding agreement upon the Buyer and constitutes the valid and legally binding obligation of Buyer is enforceable against the Buyer in accordance with its terms.

Authorization; Binding Effect. The execution and delivery by Buyer of this Agreement and the performance by Buyer of its obligations hereunder and the consummation by Buyer of the transactions contemplated hereby hereby, have been duly and validly authorized by all necessary action on the part of Buyer. This Agreement has been duly executed and delivered by a duly authorized officer each of Buyer Seller and constitutes the legal, valid and legally binding obligation of Buyer Seller, enforceable against Buyer in accordance with its terms., subject to

Authorization; Binding Effect. The execution and delivery by Buyer of this Agreement and the performance by Buyer of its obligations hereunder and the consummation by Buyer of the transactions contemplated hereby hereby, have been duly and validly authorized by all necessary action on the part of Buyer. This Agreement has been duly executed and delivered by a duly authorized officer of Buyer and constitutes constitute the legal, valid and legally binding obligation of Buyer Buyer, enforceable against Buyer in accordance with its termsterms subject to (a) laws of general application relating to bankruptcy, insolvency and the relief of debtors and (b) laws governing specific performance, injunctive relief and other equitable remedies.