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

Authorization; Execution and Delivery; Valid and Binding Agreement. (a) Buyer has the requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements and to perform its obligations hereunder and thereunder. The execution, delivery and performance by Buyer of this Agreement and the Ancillary Agreements, and the consummation of the Contemplated Transactions, have been duly and validly authorized by all requisite corporate proceedings on the part of Buyer, and no other corporate proceedings on its part are necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements. (b) This Agreement has been duly executed and delivered by Buyer and, assuming that this Agreement is the valid and binding agreement of Seller, constitutes the valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights or by general principles of equity. At Closing, the Ancillary Agreements will be duly executed and delivered by Buyer and, assuming that the Ancillary Agreements are the valid and binding agreement of Seller, will constitute the valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights or by general principles of equity.

Authorization; Execution and Delivery; Valid and Binding Agreement. (a) Buyer Seller has the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to perform its obligations hereunder and thereunder. The execution, delivery and performance by Buyer Seller of this Agreement and the Ancillary Agreements, and the consummation of the Contemplated Transactions, have been duly and validly authorized by all requisite corporate proceedings on the part of BuyerSeller, and no other corporate proceedings on its part with respect to Seller are necessary to authorize the execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements. (b) This Agreement has been duly executed and delivered by Buyer Seller and, assuming that this Agreement is the valid and binding agreement of Sellerthe Buyer, constitutes the valid and binding obligation of BuyerSeller, enforceable against Buyer Seller in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights or by general principles of equity. At Closing, the Ancillary Agreements will be duly executed and delivered by Buyer Seller and, assuming that the Ancillary Agreements are the valid and binding agreement of Sellerthe Buyer, will constitute the valid and binding obligation of BuyerSeller, enforceable against Buyer Seller in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights or by general principles of equity.

Authorization; Execution and Delivery; Valid and Binding Agreement. (a) Buyer has the requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance by Buyer of this Agreement and the Ancillary AgreementsAgreements to which it is a party, and the consummation of the Contemplated Transactions, have been duly and validly authorized by all requisite corporate proceedings on the part of Buyer, and no other corporate proceedings on its part are necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary AgreementsAgreement. (b) This Agreement has been duly executed and delivered by Buyer and, assuming that this Agreement is the valid and binding agreement of Seller, constitutes the valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights or by general principles of equity. At Closing, Each of the Ancillary Agreements to which Buyer will be a party will be duly executed and delivered by Buyer and, assuming that the Ancillary Agreements are the valid and binding agreement of Sellerthe counterparties thereto, will constitute the valid and binding obligation of Buyer, enforceable against Buyer it in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights or by general principles of equity.

Authorization; Execution and Delivery; Valid and Binding Agreement. (a) Buyer Each of Allied Capital and A.C. Corporation has the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it will be a party and to perform its respective obligations hereunder and thereunder. The execution, delivery and performance by Buyer each of Allied Capital and A.C. Corporation of this Agreement and the Ancillary AgreementsAgreements to which either will be a party, and the consummation of the Contemplated Transactions, have been duly and validly authorized by all requisite corporate proceedings on the part of BuyerAllied Capital and A.C. Corporation, as applicable, and no other corporate proceedings on its part with respect to Allied Capital or A.C. Corporation are necessary to authorize the execution, delivery and performance by Allied Capital and A.C. Corporation of this Agreement and or the Ancillary Agreements. (b) This Agreement has been duly executed and delivered by Buyer each of Allied Capital and A.C. Corporation and, assuming that this Agreement is the valid and binding agreement of Sellerthe Buyer, constitutes the valid and binding obligation of BuyerAllied Capital and A.C. Corporation, enforceable against Buyer them in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights or by general principles of equity. At Closing, the Each Ancillary Agreements Agreement to which Allied Capital or A.C. Corporation will be a party will be duly executed and delivered by Buyer Allied Capital or A.C. Corporation , as applicable, and, assuming that the Ancillary Agreements are the valid and binding agreement of Sellerthe counterparties thereto, will constitute the valid and binding obligation of BuyerAllied Capital or A.C. Corporation, as applicable, enforceable against Buyer them in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights or by general principles of equity.