Common use of Authorization; Execution Clause in Contracts

Authorization; Execution. All corporate and other actions required to be taken by Buyer and Parent to authorize the execution, delivery and performance of this Agreement, all documents executed by Buyer and Parent which are necessary to give effect to this Agreement, and all Transactions, have been duly and properly taken or obtained by Buyer and Parent. No other corporate or other action on the part of Buyer and Parent is necessary to authorize the execution, delivery and performance of this Agreement, all documents necessary to give effect to this Agreement and all Transactions. This Agreement and all documents delivered hereunder have been duly and validly executed and delivered by Buyer and Parent, as applicable, and, assuming due and valid execution by, and enforceability against, Sellers, this Agreement and all documents delivered hereunder constitute the valid and binding obligations of Buyer and Parent enforceable in accordance with their respective terms subject to (i) applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights generally from time to time in effect and (ii) limitations on the enforcement of equitable remedies.

Authorization; Execution. (a) All corporate and other actions required to be taken by Buyer and Parent to authorize the execution, delivery and performance of this Agreement, all documents executed by Buyer and Parent which are necessary to give effect to this Agreement, and all Transactionstransactions contemplated hereby, have been duly and properly taken or obtained by Buyer and ParentBuyer. No other corporate or other action on the part of Buyer and Parent is necessary to authorize the execution, delivery and performance of this Agreement, all documents necessary to give effect to this Agreement and all Transactionstransactions contemplated hereby. This Agreement and all documents delivered hereunder have been duly and validly executed and delivered by Buyer and Parent, as applicable, and, assuming due and valid execution by, and enforceability against, SellersSeller, this Agreement and all documents delivered hereunder constitute the valid and binding obligations of Buyer and Parent enforceable in accordance with their respective terms subject to (i) applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights generally from time to time in effect and (ii) limitations on the enforcement of equitable remedies.

Authorization; Execution. All corporate limited liability company and other actions required to be taken by Buyer and Parent Purchaser to authorize the execution, delivery and performance of this Agreement, all documents executed by Buyer and Parent Purchaser which are necessary to give effect to this Agreement, and all Transactionstransactions contemplated hereby, have been duly and properly taken or obtained by Buyer and ParentPurchaser. No other corporate limited liability company or other action on the part of Buyer and Parent Purchaser is necessary to authorize the execution, delivery and performance of this Agreement, all documents necessary to give effect to this Agreement and all Transactionstransactions contemplated hereby. This Agreement and all documents delivered hereunder have been duly and validly executed and delivered by Buyer and Parent, as applicable, Purchaser and, assuming due and valid execution by, and enforceability against, Sellersthe Partnership and Seller, this Agreement and all documents delivered hereunder constitute the valid and binding obligations of Buyer and Parent Purchaser enforceable in accordance with their respective terms subject to (ia) applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights generally from time to time in effect and (iib) limitations on the enforcement of equitable remedies.

Authorization; Execution. All corporate and other actions required to be taken by Buyer and Parent Purchaser to authorize the execution, delivery and performance of this Agreement, all documents executed by Buyer and Parent Purchaser which are necessary to give effect to this Agreement, and all Transactionstransactions contemplated hereby, have been duly and properly taken or obtained by Buyer and ParentPurchaser. No other corporate or other action on the part of Buyer and Parent Purchaser is necessary to authorize the execution, delivery and performance of this Agreement, all documents necessary to give effect to this Agreement and all Transactionstransactions contemplated hereby. This Agreement and all documents delivered hereunder have been duly and validly executed and delivered by Buyer and Parent, as applicable, Purchaser and, assuming due and valid execution by, and enforceability against, SellersSeller, this Agreement and all documents delivered hereunder constitute the valid and binding obligations of Buyer and Parent Purchaser enforceable in accordance with their respective terms subject to (ia) applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights generally from time to time in effect and (iib) limitations on the enforcement of equitable remedies.

Authorization; Execution. All corporate limited liability company and other actions required to be taken by Buyer and Parent Seller to authorize the execution, delivery and performance of this Agreement, all documents executed by Buyer and Parent Seller which are necessary to give effect to this Agreement, Agreement and all Transactionstransactions contemplated hereby, have been duly and properly taken or obtained by Buyer and ParentSeller. No other corporate or other action on the part of Buyer and Parent Seller is necessary to authorize the execution, delivery and performance of this Agreement, all documents necessary to give effect to this Agreement and all Transactionstransactions contemplated herein. This Agreement and all documents delivered hereunder have been duly and validly executed and delivered by Buyer and Parent, as applicable, Seller and, assuming due and valid execution by, and enforceability against, SellersPurchaser, this Agreement and all documents delivered hereunder constitute the valid and binding obligations of Buyer and Parent Seller enforceable in accordance with their respective terms subject to (ia) applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights generally from time to time in effect and (iib) limitations on the enforcement of equitable remedies.

Authorization; Execution. All corporate and other actions required to be taken by Buyer and Parent Purchaser to authorize the execution, delivery and performance of this Agreement, all documents executed by Buyer and Parent Purchaser which are necessary to give effect to this Agreement, and all Transactionstransactions contemplated hereby, have been duly and properly taken or obtained by Buyer and ParentPurchaser. No other corporate or other action on the part of Buyer and Parent Purchaser is necessary to authorize the execution, delivery and performance of this Agreement, all documents necessary to give effect to this Agreement and all Transactionstransactions contemplated hereby. This Agreement and all documents delivered hereunder have been duly and validly executed and delivered by Buyer and Parent, as applicable, Purchaser and, assuming due and valid execution by, and enforceability against, Sellersthe Company and Shareholder, this Agreement and all documents delivered hereunder constitute the valid and binding obligations of Buyer and Parent Purchaser enforceable in accordance with their respective terms subject to (ia) applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights generally from time to time in effect and (iib) limitations on the enforcement of equitable remedies.

Authorization; Execution. All corporate and other actions required to be taken by Buyer and Parent Purchaser to authorize the execution, delivery and performance of this Agreement, all documents executed by Buyer and Parent Purchaser which are necessary to give effect to this Agreement, and all Transactionstransactions contemplated hereby, have been duly and properly taken or obtained by Buyer and ParentPurchaser. No other corporate or other action on the part of Buyer and Parent Purchaser is necessary to authorize the execution, delivery and performance of this Agreement, all documents necessary to give effect to this Agreement and all Transactionstransactions contemplated hereby. This Agreement and all documents delivered hereunder have been duly and validly executed and delivered by Buyer and Parent, as applicable, Purchaser and, assuming due and valid execution by, and enforceability against, Sellersthe Company and Seller, this Agreement and all documents delivered hereunder constitute the valid and binding obligations of Buyer and Parent Purchaser enforceable in accordance with their respective terms subject to (ia) applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights generally from time to time in effect and (iib) limitations on the enforcement of equitable remedies.

Authorization; Execution. All corporate and other actions required to be taken by Buyer and Parent Purchaser to authorize the execution, delivery and performance of this Agreement, all documents executed by Buyer and Parent Purchaser which are necessary to give effect to this Agreement, and all Transactionstransactions contemplated hereby, have been duly and properly taken or obtained by Buyer and ParentPurchaser. No other corporate or other action on the part of Buyer and Parent Purchaser is necessary to authorize the execution, delivery and performance of this Agreement, all documents necessary to give effect to this Agreement and all Transactionstransactions contemplated hereby. This Agreement and all documents delivered hereunder have been duly and validly executed and delivered by Buyer and Parent, as applicable, Purchaser and, assuming due and valid execution by, and enforceability against, Sellersthe Company and the Shareholders, this Agreement and all documents delivered hereunder constitute the valid and binding obligations of Buyer and Parent Purchaser enforceable in accordance with their respective terms subject to (ia) applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights generally from time to time in effect and (iib) limitations on the enforcement of equitable remedies.