Common use of Authorization of Transaction; Binding Effect Clause in Contracts

Authorization of Transaction; Binding Effect. (a) Each of Parent and Merger Sub has full corporate or other organizational power and authority to carry 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 to consummate the transactions contemplated hereby and thereby. The execution and delivery by each of Parent and Merger Sub of this Agreement and the other documents contemplated hereby to which it is a party, the performance by each of Parent and Merger Sub of its respective obligations hereunder and thereunder and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate or other organizational action. (b) This Agreement and the other documents contemplated hereby to which Parent or Merger Sub is a party have been or will be duly executed and delivered by Parent or Merger Sub, as applicable, and constitute, or when executed and delivered will constitute, the valid and legally binding obligation of Parent or Merger Sub, as applicable, enforceable in accordance with their terms and conditions, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general equitable principles (whether considered in a proceeding at law or in equity).

Authorization of Transaction; Binding Effect. (a) Each of Parent and Merger Sub Such Seller has full corporate or other organizational the power and authority to carry on its respective business as is presently conducted, to execute and deliver this Agreement and the other documents contemplated hereby Ancillary Documents to which it is a party, party and to perform his, her or its respective obligations hereunder and thereunder and to consummate thereunder. In the transactions contemplated hereby and thereby. The case of an entity, the execution and delivery by each of Parent and Merger Sub of this Agreement and the other documents contemplated hereby Ancillary Documents to which it is a party, party by such Seller and the performance by each of Parent and Merger Sub such Seller of its respective obligations hereunder and thereunder and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all requisite partnership, limited liability company or corporate or other organizational action, as applicable. (b) This Agreement and the other documents contemplated hereby to which Parent or Merger Sub is a party have has been or will be duly executed and delivered by Parent or Merger Sub, as applicable, such Seller and constitute, or when executed and delivered will constitute, constitutes the valid and legally binding obligation of Parent or Merger Sub, as applicablesuch Seller, enforceable in accordance with their its terms and conditions, conditions (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and or by general equitable principles principles). As of the Closing, each Ancillary Document to which such Seller is a party will have been duly executed and delivered by such Seller and will constitute the valid and legally binding obligation of such Seller, enforceable in accordance with its terms and conditions (whether considered in a proceeding at law except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or in equitysimilar Laws affecting creditors’ rights generally or by general equitable principles).

Authorization of Transaction; Binding Effect. (a) Each of Parent and Merger Sub The Seller has full corporate or other organizational the power and authority to carry on its respective business as is presently conducted, to execute and deliver this Agreement and the other documents contemplated hereby Ancillary Documents to which it is a party, party and to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebythereunder. The execution and delivery by each of Parent and Merger Sub of this Agreement and the other documents contemplated hereby Ancillary Documents to which it is a party, party and the performance by each of Parent and Merger Sub the Seller of its respective obligations hereunder and thereunder and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate or other organizational trustee action. (b) This Agreement and the other documents contemplated hereby to which Parent or Merger Sub is a party have has been or will be duly executed and delivered by Parent or Merger Sub, as applicable, the Seller and constitute, or when executed and delivered will constitute, constitutes the valid and legally binding obligation of Parent or Merger Sub, as applicablethe Seller, enforceable in accordance with their its terms and conditions, conditions (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and or by general equitable principles principles). As of the Closing, each Ancillary Document to which the Seller is a party will have been duly executed and delivered by the Seller and will constitute the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions (whether considered in a proceeding at law except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or in equitysimilar Laws affecting creditors’ rights generally or by general equitable principles).

Authorization of Transaction; Binding Effect. (a) Each of Parent Such Seller has the power, authority and Merger Sub has full corporate or other organizational power and authority to carry on its respective business as is presently conducted, capacity to execute and deliver this Agreement and the other documents contemplated hereby each Ancillary Agreement to which it such Seller is or will be a party, party and to perform its respective such Seller’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each of Parent and Merger Sub of this Agreement and the other documents contemplated hereby each Ancillary Agreement to which it is a such Seller will be party, and the performance by each such Seller of Parent and Merger Sub of its respective such Xxxxxx’s obligations hereunder and thereunder and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate or other organizational action. (b) This Agreement and the other documents contemplated hereby each Ancillary Agreement to which Parent or Merger Sub such Seller is a party have has been or will be duly executed and delivered by Parent such Seller and, assuming due authorization, execution and delivery thereof by each of the parties hereto or Merger Subthereto, as applicablethis Agreement constitutes, and constituteupon their execution each of the Ancillary Agreements to which such Seller is or will be party, or when executed and delivered will constitute, constitute the valid and legally binding obligation of Parent or Merger Sub, as applicablesuch Seller, enforceable in accordance with their its terms and conditions, conditions (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and or by general equitable principles (whether considered in a proceeding at law or in equityprinciples). (c) Except as set forth on Schedule 4.01(c), such Seller is not a resident of any State that is subject to community property laws.

Authorization of Transaction; Binding Effect. (a) Each of Parent Buyer and Merger Xxxxxx Sub has full corporate or other organizational power and authority to carry on its respective business as is presently conducted, to execute and deliver this Agreement and the other documents contemplated hereby each Transaction Document to which it Buyer and Merger Sub, as applicable, is a party, or will be party and to perform its respective obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement by each of Parent Buyer and Merger Xxxxxx Sub of this Agreement and the other documents contemplated hereby to which it is a party, the performance by each of Parent Buyer and Merger Xxxxxx Sub of its respective obligations hereunder and thereunder and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all requisite organizational action, and no other corporate or other organizational actionlimited liability company act on the part of Buyer or Merger Sub is necessary to authorize this Agreement and each Transaction Document to which Buyer or Merger Sub is or will be a party. (b) This Agreement and the each other documents contemplated hereby Transaction Document to which Parent or Buyer and Merger Sub is or will be a party have been duly authorized, have been or will be duly executed and delivered by Parent or Buyer and Merger Sub, Sub as applicable, and constitute, or when executed and delivered will constitute, constitutes the valid and legally binding obligation of Parent or Buyer and Merger Sub, enforceable against Buyer and Merger Sub, as applicable, enforceable in accordance with their its terms and conditions, conditions (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and or by general equitable principles (whether considered in a proceeding at law or in equityprinciples).

Authorization of Transaction; Binding Effect. (a) Each of Parent and Merger Sub has full corporate or other organizational power and authority to carry on its respective business as is presently conducted, to execute and deliver this Agreement and each of the other documents contemplated hereby Ancillary Documents to which it is a party, party and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the Ancillary Documents by Parent and Merger Sub and the performance by Parent and Merger Sub of their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each of Parent and Merger Sub of this Agreement and the other documents contemplated hereby to which it is a party, the performance by each of Parent and Merger Sub of its respective obligations hereunder and thereunder and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate or other organizational action. (b) This Agreement and the other documents contemplated hereby to which Parent or Merger Sub is a party have has been or will be duly executed and delivered by Parent or and Merger Sub, as applicable, Sub and constitute, or when executed and delivered will constitute, constitutes the valid and legally binding obligation of Parent or Merger Sub, as applicableeach of them, enforceable in accordance with their its terms and conditions, conditions (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and or by general equitable principles principles). As of the Closing, each of the Ancillary Documents to which Parent and Merger Sub is a party will have been duly executed and delivered by Parent and Merger Sub and will constitute the valid and legally binding obligation of each of them, enforceable in accordance with its terms and conditions (whether considered in a proceeding at law except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or in equitysimilar Laws affecting creditors’ rights generally or by general equitable principles).