Common use of Authorization; Binding Effect Clause in Contracts

Authorization; Binding Effect. The Company has, and as of the Closing will have, all requisite corporate (or limited liability company, as the case may be) power and authority to execute, deliver and perform this Agreement, each other Closing Document and each other document or instrument executed by it in connection herewith or therewith or pursuant hereto or thereto, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the other Closing Documents and the issuance of the Securities, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary action on the part of the Company. This Agreement and each of the other Closing Documents that has been executed as of the date hereof is, and each of the Closing Documents will be as of the Closing, duly executed and delivered by the Company and will be the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws affecting the enforceability of creditors' rights in general or by general principles of equity. The execution, delivery and performance by the Company of this Agreement and each of the other Closing Documents and the performance by the Company of its obligations hereunder and thereunder were duly and validly authorized by the Board of Directors (or similar governing body) prior to the execution and delivery of this Agreement and the other Closing Documents by the parties.

Authorization; Binding Effect. The Company has, and as of the Closing will have, (a) Buyer has all requisite corporate (or limited liability company, as the case may be) power and authority to execute, execute and deliver and perform this Agreement, each other Closing Document Agreement and each other document Transaction Agreement to which it is or instrument executed by it in connection herewith or therewith or pursuant hereto or thereto, will be a party and to consummate effect the transactions contemplated hereby and thereby. The execution, delivery and performance by Buyer of this Agreement and the other Closing Documents and the issuance of the Securities, each Transaction Agreement to which it is or will be a party and the consummation by Buyer of the transactions contemplated hereby and thereby, have thereby has been duly and validly authorized approved by all necessary action Buyer’s Board of Directors and no other corporate actions or proceedings on the part of Buyer are necessary to authorize the Company. This Agreement and each of the other Closing Documents that has been executed as of the date hereof is, and each of the Closing Documents will be as of the Closing, duly executed and delivered by the Company and will be the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws affecting the enforceability of creditors' rights in general or by general principles of equity. The execution, delivery and performance by Buyer of this Agreement or the Company of Transaction Agreements to which it is or will be a party or the transactions contemplated hereby and thereby. (b) Buyer has duly and validly executed and delivered this Agreement. When this Agreement and each of the other Closing Documents Transaction Agreements to which Buyer is or will be a party have been duly executed and the performance delivered by the Company of its obligations hereunder Buyer and thereunder were duly and validly authorized (assuming due execution by the Board of Directors (or similar governing body) prior to the execution and delivery of Seller), this Agreement and each such Transaction Agreement to which it is a party will constitute valid and legally binding obligations of Buyer, enforceable against them in accordance with their respective terms, except as such agreements may be subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws and equitable principles relating to or affecting or qualifying the other Closing Documents by the partiesrights of creditors generally and general principles of equity.

Authorization; Binding Effect. The Company has, and as of (a) Each Seller has the Closing will have, all requisite corporate (or limited liability company, as the case may be) power and authority to execute, execute and deliver and perform this Agreement, each other Closing Document and each other document or instrument executed by it in connection herewith or therewith or pursuant hereto or thereto, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the other Closing Documents and the issuance of the Securities, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary action on the part of the Company. This Agreement and each of the other Closing Documents that has been executed as of the date hereof is, and each of the Closing Documents will be as of the Closing, duly executed and delivered by the Company and will be the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with to perform its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws affecting the enforceability of creditors' rights in general or by general principles of equityobligations hereunder. The execution, delivery and performance by the Company each Seller of this Agreement and the consummation by each Seller of the transactions contemplated hereby have been duly and validly authorized and approved by all necessary corporate action on the part of such Seller. Each Selling Entity has, or prior to the Closing will have, the power and authority to execute and deliver each Ancillary Agreement to which such Selling Entity is a party and to perform its obligations thereunder. The execution, delivery and performance by each such Selling Entity of each Ancillary Agreement to which it is a party and the consummation by such Selling Entity of the transactions contemplated thereby have been, or prior to Closing will have been, duly and validly authorized and approved by all necessary corporation action on the part of such Selling Entity. (b) This Agreement and each of the other Closing Documents Ancillary Agreements, when executed and the performance delivered by the Company of its obligations hereunder and thereunder were duly and validly authorized by the Board of Directors (or similar governing body) prior to the execution and delivery of this Agreement Purchaser and the other Closing Documents by the partiesparties hereto and thereto, will constitute valid and legally binding obligations of each Selling Entity party hereto and thereto, enforceable against such Selling Entity in accordance with their respective terms, subject to bankruptcy, insolvency, moratorium, reorganization, fraudulent transfer and other laws affecting creditors’ rights generally and to general equitable principles.

Authorization; Binding Effect. The Company has, and as of the Closing will have, all requisite corporate (or limited liability company, as the case may be) power and authority to execute, deliver and perform this Agreement, each other Closing Document to which it is a party, and each other document or instrument executed by it in connection herewith or therewith or pursuant hereto or thereto, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the other Closing Documents and to which it is a party, the issuance of the SecuritiesDividend Shares and the Conversion Shares, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary action on the part of the Company. This Agreement and each of the other Closing Documents to which it is a party that has have been executed as of the date hereof is, and each of the Closing Documents such documents will be as of the ClosingClosing Date, duly executed and delivered by the Company and will be the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws affecting the enforceability of creditors' rights in general or by general principles of equity. The execution, delivery and performance by the Company of this Agreement and each of the other Closing Documents and the performance by the Company of its obligations hereunder and thereunder were duly and validly authorized by the Company's Board of Directors (or similar governing body) prior to the execution and delivery of this Agreement and the other Closing Documents by the parties.

Authorization; Binding Effect. The Company has, (a) Each of Parent and as of the Closing will have, all Merger Sub has requisite corporate (or limited liability company, as the case may be) other organizational power and authority to executecarry on its respective business as is presently conducted, to execute and deliver this Agreement and the other documents contemplated hereby to which it is a party, to perform its respective obligations hereunder and thereunder and, subject to the adoption of this AgreementAgreement by Parent as the sole stockholder of Merger Sub, each other Closing Document and each other document or instrument executed by it in connection herewith or therewith or pursuant hereto or thereto, and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery by each of Parent and performance Xxxxxx Sub of this Agreement and the other Closing Documents documents contemplated hereby to which it is a party, the performance by each of Parent and the issuance Xxxxxx Sub of the Securities, its respective obligations hereunder and thereunder and the consummation by each of Parent and Xxxxxx Sub of the transactions contemplated hereby and thereby, thereby have been duly and validly authorized by all necessary requisite corporate or other organizational action on other than the part adoption of this Agreement by Parent as the Company. sole stockholder of Merger Sub. (b) This Agreement and each of the other Closing Documents that has documents contemplated hereby to which Parent or Merger Sub is or is specified to be a party have been executed as of the date hereof is, and each of the Closing Documents or will be as of the Closing, duly executed and delivered by Parent or Merger Sub, as applicable, and constitute, or when executed and delivered will constitute, the Company and will be the legal, valid and legally binding obligation of the CompanyParent or Merger Sub, as applicable, enforceable against the Company in accordance with its termstheir terms and conditions, except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws affecting the enforceability of creditors' rights in general or by general principles of equity. The execution, delivery and performance by the Company of this Agreement and each of the other Closing Documents and the performance by the Company of its obligations hereunder and thereunder were duly and validly authorized by the Board of Directors (or similar governing body) prior subject to the execution and delivery of this Agreement and the other Closing Documents by the partiesEnforceability Exceptions.

Authorization; Binding Effect. The Company has, and as of the Closing will have, (a) Buyer has all requisite corporate (or limited liability company, as the case may be) power and authority to execute, execute and deliver and perform this Agreement, each other Closing Document Agreement and each other document Collateral Agreement to which it is or instrument executed by it in connection herewith or therewith or pursuant hereto or thereto, will be a party and to consummate effect the transactions contemplated hereby and thereby. The execution, delivery and performance by Buyer of this Agreement and the other Closing Documents and the issuance of the Securities, each Collateral Agreement to which it is or will be a party and the consummation by Buyer of the transactions contemplated hereby and thereby, thereby have been duly and validly authorized approved by all necessary action Buyer’s board of directors, and no other corporate actions or proceedings on the part of Buyer is necessary to authorize the Company. This Agreement and each of the other Closing Documents that has been executed as of the date hereof is, and each of the Closing Documents will be as of the Closing, duly executed and delivered by the Company and will be the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws affecting the enforceability of creditors' rights in general or by general principles of equity. The execution, delivery and performance by Buyer of this Agreement or the Company of Collateral Agreements to which it is or will be a Party or the transactions contemplated hereby and thereby. (b) Buyer has duly and validly executed and delivered this Agreement. When this Agreement and each of the other Closing Documents Collateral Agreements to which Buyer is or will be a Party have been duly executed and the performance delivered by the Company of its obligations hereunder Buyer and thereunder were duly and validly authorized (assuming due execution by the Board of Directors (or similar governing body) prior to the execution and delivery of Seller), this Agreement and each such Collateral Agreement to which it is a Party will constitute valid and legally binding obligations of Buyer, enforceable against it in accordance with their respective terms, except as such agreements may be subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws and equitable principles relating to or affecting or qualifying the other Closing Documents by the partiesrights of creditors generally and general principles of equity.

Authorization; Binding Effect. The Company has, and as of the Closing will have, (a) Buyer has all requisite corporate (or limited liability company, as the case may be) power and authority to execute, execute and deliver and perform this Agreement, each other Closing Document Agreement and each other document Collateral Agreement to which it is or instrument executed by it in connection herewith or therewith or pursuant hereto or thereto, will be a party and to consummate effect the transactions contemplated hereby and thereby. The execution, delivery and performance by Buyer of this Agreement and the other Closing Documents and the issuance of the Securities, each Collateral Agreement to which it is or will be a party and the consummation by Buyer of the transactions contemplated hereby and thereby, thereby have been duly and validly authorized approved by all necessary action Buyer’s members, and no other corporate actions or proceedings on the part of Buyer is necessary to authorize the Company. This Agreement and each of the other Closing Documents that has been executed as of the date hereof is, and each of the Closing Documents will be as of the Closing, duly executed and delivered by the Company and will be the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws affecting the enforceability of creditors' rights in general or by general principles of equity. The execution, delivery and performance by Buyer of this Agreement or the Company of Collateral Agreements to which it is or will be a party or the transactions contemplated hereby and thereby. (b) Buyer has duly and validly executed and delivered this Agreement. When this Agreement and each of the other Closing Documents Collateral Agreements to which Buyer is or will be a party have been duly executed and the performance delivered by the Company of its obligations hereunder Buyer and thereunder were duly and validly authorized (assuming due execution by the Board of Directors (or similar governing body) prior to the execution and delivery of Seller), this Agreement and each such Collateral Agreement to which it is a party will constitute valid and legally binding obligations of Buyer, enforceable against it in accordance with their respective terms, except as such agreements may be subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws and equitable principles relating to or affecting or qualifying the other Closing Documents by the partiesrights of creditors generally and general principles of equity.