Common use of Authorization; Execution and Delivery; Binding Obligations Clause in Contracts

Authorization; Execution and Delivery; Binding Obligations. The execution, delivery and performance by each Expedia Party of each Transaction Document to which such Expedia Party is a party have been duly authorized by all necessary corporate action on the part of each such Expedia Party. Each Transaction Document has been duly executed and delivered by each Expedia Party a party hereto or thereto and, when executed and delivered by the other parties hereto or thereto, assuming due authorization, execution and delivery hereof by each Purchaser Party a party thereto, constitutes a legal, valid and binding obligation of each such Expedia Party, enforceable against each such Expedia Party in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of Law or a court of equity, and by applicable bankruptcy, insolvency and similar Law affecting creditors’ rights and remedies generally. Without limiting the generality of the foregoing, no approval by the shareholders of eLong or the shareholders of either Expedia Party is required in connection with the Transaction Documents, the performance by Expedia or its Affiliates of its obligations hereunder or thereunder, or the consummation by Expedia and its Affiliates of the transactions contemplated hereby or thereby.

Authorization; Execution and Delivery; Binding Obligations. The execution, delivery and performance by each Expedia Purchaser Party of each Transaction Document to which such Expedia Party Person is a party have been duly authorized by all necessary corporate action on the part of each such Expedia PartyPerson. Each Transaction Document has been duly executed and delivered by each Expedia Purchaser Party that is a party hereto or thereto and, when executed and delivered by the other parties hereto or thereto, assuming due authorization, execution and delivery hereof by each Purchaser Expedia Party and of such other Transaction Documents by each Expedia Party a party thereto, constitutes a legal, valid and binding obligation of each such Expedia Purchaser Party, enforceable against each such Expedia Purchaser Party in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of Law or a court of equity, and by applicable bankruptcy, insolvency and similar Law affecting creditors’ rights and remedies generally. Without limiting the generality of the foregoing, no approval by the shareholders of eLong Ctrip, the Keystone Purchasers or the shareholders of either Expedia Party Luxuriant is required in connection with the Transaction Documents, the performance by Expedia any Purchaser Party or its respective Affiliates of its obligations hereunder or thereunder, or the consummation by Expedia any Purchaser Party and its respective Affiliates of the transactions contemplated hereby or thereby.