Common use of Authorization of Transaction Clause in Contracts

Authorization of Transaction. Buyers have full power and authority to execute and deliver this Agreement and the Ancillary Agreements and to perform their obligations hereunder and thereunder. This Agreement and the Ancillary Agreements constitute legally binding obligations of the Buyers, enforceable against the Buyers in accordance with their respective terms and conditions.

Authorization of Transaction. Buyers have Buyer has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to perform their its obligations hereunder and thereunderhereunder. This Agreement constitutes the valid and the Ancillary Agreements constitute legally binding obligations obligation of the BuyersBuyer, enforceable against the Buyers in accordance with their respective its terms and conditions.

Authorization of Transaction. Buyers have Buyer has full power and authority to execute and deliver this Agreement and the Ancillary Agreements and to perform their its obligations hereunder and thereunderhereunder. This Agreement constitutes the valid and the Ancillary Agreements constitute legally binding obligations obligation of the BuyersBuyer, enforceable against the Buyers in accordance with their respective terms and conditionsits terms. Buyer is not required to give any notice to, make any filing with, or obtain any authorization, consent or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. Buyers have full power and authority to execute and deliver this Agreement and the Ancillary Agreements and to perform their obligations hereunder and thereunder, and are financially capable of doing so. This Agreement and the Ancillary Agreements constitute legally binding obligations of the Buyers, enforceable against the Buyers in accordance with their respective terms and conditions.

Authorization of Transaction. Buyers have Buyer has full power and authority (including full corporate or other entity power and authority) to execute and deliver this Agreement and the Ancillary Agreements and to perform their its obligations hereunder and thereunderhereunder. This Agreement has been duly and validly executed and delivered by Buyer and constitutes the Ancillary Agreements constitute valid and legally binding obligations obligation of the BuyersBuyer, enforceable against the Buyers Buyer in accordance with their respective its terms and conditions. The execution, delivery, and performance of this Agreement by Buyer and all other agreements contemplated hereby to be executed and delivered by Buyer have been duly authorized by Buyer.

Authorization of Transaction. Buyers have The Purchaser has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to perform their its obligations hereunder and thereunderhereunder. This Agreement constitutes the valid and the Ancillary Agreements constitute legally binding obligations obligation of the BuyersPurchaser, enforceable against the Buyers in accordance with their respective terms and conditionsits terms.

Authorization of Transaction. Buyers have The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and the Ancillary Agreements and to perform their its obligations hereunder and thereunderhereunder. This Agreement constitutes the valid and the Ancillary Agreements constitute legally binding obligations obligation of the BuyersBuyer, enforceable against the Buyers in accordance with their respective its terms and conditions, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with general equitable principles.

Authorization of Transaction. Buyers have Buyer has full corporate power and authority to execute and deliver this Purchase Agreement and the Ancillary Agreements and to perform their its obligations hereunder and thereunderhereunder. This Purchase Agreement constitutes the valid and the Ancillary Agreements constitute legally binding obligations obligation of the BuyersBuyer, enforceable against the Buyers in accordance with their respective its terms and conditions, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally.

Authorization of Transaction. Buyers have full The Buyer has the necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to perform their its obligations hereunder and thereunderhereunder. This Agreement constitutes the valid and the Ancillary Agreements constitute legally binding obligations obligation of the BuyersBuyer, enforceable against the Buyers in accordance with their respective its terms and conditions.

Authorization of Transaction. Buyers have The Buyer has full power and authority authority, corporate or otherwise, to execute enter into and deliver perform its obligations under this Agreement. The Buyer has duly authorized the execution and performance of this Agreement and the Ancillary Agreements and ancillary documents to perform their obligations hereunder and thereunderwhich the Buyer is a party. This Agreement and the Ancillary Agreements ancillary documents to which the Buyer is a party constitute the valid and legally binding obligations of the BuyersBuyer, enforceable against the Buyers in accordance with their respective terms and conditions.

Authorization of Transaction. Buyers have The Buyer has full power and authority (including full corporate power and authority) to execute enter into and deliver perform its obligations under this Agreement and the Ancillary Agreements and Transaction Documents to perform their obligations hereunder and thereunderwhich it is a party. This Agreement and the Ancillary Agreements Transaction Documents to which it is a party constitute valid and legally binding obligations of the BuyersBuyer, enforceable against the Buyers in accordance with their respective terms and conditions.

Authorization of Transaction. Buyers have has full power and authority to execute and deliver this Agreement and the Ancillary Agreements and to perform their obligations hereunder and thereunder. This Agreement and the Ancillary Agreements constitute legally binding obligations of the Buyers, enforceable against the Buyers in accordance with their respective terms and conditions.

Authorization of Transaction. Buyers have full Buyer has all necessary corporate power and authority and has taken all corporate action necessary to execute enter into this Agreement, to consummate the transactions contemplated hereby and deliver to perform its obligations hereunder. Each of this Agreement and the Ancillary Agreements has been duly executed and to perform their obligations hereunder delivered by Buyer and thereunder. This Agreement is a legal, valid and the Ancillary Agreements constitute legally binding obligations obligation of the Buyers, Buyer enforceable against the Buyers Buyer in accordance with their respective its terms and conditions(except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally).

Authorization of Transaction. Buyers have Buyer has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to perform their its obligations hereunder and thereunderhereunder. This Agreement constitutes the valid and the Ancillary Agreements constitute legally binding obligations obligation of the BuyersBuyer, enforceable against the Buyers in accordance with their respective its terms and conditions. The Buyer does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. Buyers have The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and the Ancillary Agreements and to perform their its obligations hereunder and thereunderhereunder. This Agreement constitutes the valid and the Ancillary Agreements constitute legally binding obligations obligation of the BuyersBuyer, enforceable against the Buyers in accordance with their respective its terms and conditions, except to the extent that enforcement may be limited by the laws of bankruptcy or insolvency or laws relating to creditors' rights and remedies generally.

Authorization of Transaction. Buyers have The Purchaser has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and each of the Ancillary Agreements and to perform their its obligations hereunder and thereunder. This Agreement constitutes, and each of the Ancillary Agreements constitute when executed and delivered by the Purchaser will constitute, the valid and legally binding obligations obligation of the BuyersPurchaser, enforceable against the Buyers Purchaser in accordance with their respective its terms and conditions.

Authorization of Transaction. Buyers have The Purchaser has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and each of the Ancillary Agreements Documents and to perform their its obligations hereunder and thereunder. This Agreement constitutes, and each of the Ancillary Agreements constitute Documents when executed and delivered by the Purchaser will constitute, the valid and legally binding obligations obligation of the BuyersPurchaser, enforceable against the Buyers in accordance with their respective its terms and conditions.

Authorization of Transaction. Buyers have Buyer has the full power and authority to execute and deliver this Agreement and the Ancillary Agreements and to perform their its obligations hereunder hereunder. The execution and thereunderdelivery of this Agreement and the performance of this Agreement and the consummation by the Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action. This Agreement has been duly and validly executed and delivered by the Ancillary Agreements constitute legally Buyer and constitutes a valid and binding obligations obligation of the BuyersBuyer, enforceable against the Buyers Buyer in accordance with their respective terms and conditionsits terms.

Authorization of Transaction. Buyers have Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and the Ancillary Other Agreements and to perform their its obligations hereunder hereunder. Without limiting the generality of the foregoing, the board of directors and thereundershareholders of Buyer has duly authorized the execution, delivery and performance of this Agreement by Buyer. This Agreement and the Ancillary Other Agreements constitute the valid and legally binding obligations obligation of the BuyersBuyer, enforceable against the Buyers in accordance with their respective its terms and conditions.

Authorization of Transaction. Buyers have full power and authority to execute and deliver this Agreement and the Ancillary Agreements and to perform their obligations hereunder and thereunder. Without limiting the foregoing, the Boards of Directors of Broadcasting, Licensing and Wireless have duly authorized the execution, delivery and performance of this Agreement and the Ancillary Agreements by their respective entities. This Agreement and the Ancillary Agreements constitute legally binding obligations of the Buyers, enforceable against the Buyers in accordance with their respective terms and conditions.

Authorization of Transaction. Buyers have Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and the Ancillary Agreements and to perform their its obligations hereunder hereunder. The execution, delivery and thereunder. This performance of this Agreement and the Ancillary Agreements constitute legally binding obligations transactions contemplated hereby have been duly authorized by all necessary action on the part of the Buyers, enforceable against the Buyers in accordance with their respective terms and conditions.Board of

Authorization of Transaction. Buyers have The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and the Ancillary Agreements all other agreements to be delivered by it pursuant to Section 2.6 above, and to perform their its obligations hereunder and thereunder. This Agreement and each Related Agreement to which it is a party have been, duly executed and delivered by a duly authorized officer or representative on behalf of the Ancillary Agreements Buyer and constitute the valid and legally binding obligations of the BuyersBuyer, enforceable against the Buyers Buyer in accordance with their respective terms and conditions.

Authorization of Transaction. Buyers have full Buyer has all requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to perform their its obligations hereunder hereunder. The execution, delivery and thereunder. This performance of this Agreement has been duly authorized by Buyer and the Ancillary Agreements constitute legally constitutes a valid and binding obligations obligation of the BuyersBuyer, enforceable against the Buyers in accordance with their respective terms and conditionsits terms.

Authorization of Transaction. Buyers have Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and the Ancillary Agreements and to perform their its obligations hereunder and thereunderhereunder. This Agreement constitutes the valid and the Ancillary Agreements constitute legally binding obligations obligation of the BuyersBuyer, enforceable against the Buyers in accordance with their respective terms and conditionsits terms. The person who has executed this Agreement on behalf of Buyer has been duly authorized to do so.

Authorization of Transaction. Buyers have The Buyer has full power and authority (including full legal power and authority) to execute and deliver this Agreement and the Ancillary Agreements and to perform their its obligations hereunder and thereunderhereunder. This Agreement constitutes the valid and the Ancillary Agreements constitute legally binding obligations obligation of the BuyersBuyer, enforceable against the Buyers in accordance with their respective its terms and conditions.

Authorization of Transaction. Buyers have The Buyer has full power and authority (including full limited liability company power and authority) to execute and deliver this Agreement and each of the Ancillary Agreements Buyer's Transaction Documents to which it is a party and to perform their its obligations hereunder and thereunder. This Each of this Agreement and the Ancillary Agreements constitute Buyer's Transaction Documents to which it is a party constitutes the valid and legally binding obligations obligation of the BuyersBuyer, enforceable against the Buyers in accordance with their respective its terms and conditions.

Authorization of Transaction. Buyers have The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and the Ancillary Agreements and to perform their its obligations hereunder and thereunderhereunder. This Agreement constitutes the valid and the Ancillary Agreements constitute legally binding obligations obligation of the BuyersBuyer, enforceable against the Buyers in accordance with their respective its terms and conditions, subject to applicable bankruptcy, moratorium, insolvency and other laws affecting the rights of creditors and general equity principles.

Authorization of Transaction. Buyers have Each of the Buyer and the Buyer Sub has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and the Ancillary Agreements and to perform their its obligations hereunder and thereunderhereunder. This Agreement constitutes the valid and legally binding obligation of each of the Buyer and the Ancillary Agreements constitute legally binding obligations of the BuyersBuyer Sub, enforceable against the Buyers in accordance with their respective its terms and conditions.

Authorization of Transaction. Buyers have Buyer has full power and authority to execute and deliver this Agreement and the Ancillary Agreements each other Transaction Document to which it is a party and to perform their its obligations hereunder and thereunder. This Agreement constitutes and, when executed, the other Transaction Documents to be executed by Buyer will constitute, the valid and the Ancillary Agreements constitute legally binding obligations of the BuyersBuyer, enforceable against the Buyers in accordance with their respective terms and conditions. The execution, delivery and performance of this Agreement and the other Transaction Documents to which Buyer is a party have been duly authorized by Buyer.

Authorization of Transaction. Buyers have full power and authority to execute and deliver this Agreement and the Ancillary Agreements and to perform their obligations hereunder and thereunder. Without limiting the generality of the foregoing, the Buyers have or will have at or before Closing duly authorized the execution, delivery and performance of this Agreement and the Ancillary Agreements by Buyers. This Agreement and the Ancillary Agreements constitute legally binding obligations of the Buyers, enforceable against the Buyers in accordance with their respective terms and conditions.

Authorization of Transaction. Buyers have Buyer has full power and authority to execute and deliver this Agreement and the Ancillary Agreements and to perform their obligations hereunder and thereunder. This Agreement and the Ancillary Agreements constitute legally binding obligations of the BuyersBuyer, enforceable against the Buyers Buyer in accordance with their respective terms and conditions.

Authorization of Transaction. Buyers have Buyer has full power and authority (including full limited liability company power and authority) to execute and deliver this Agreement and the Ancillary Agreements and to perform their its obligations hereunder and thereunderhereunder. This Agreement constitutes the valid and the Ancillary Agreements constitute legally binding obligations obligation of the BuyersBuyer, enforceable against the Buyers in accordance with their respective its terms and conditions. The execution, delivery and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by Buyer.

Authorization of Transaction. Buyers have Buyer has the full power and authority to execute execute, deliver and deliver perform this Agreement and to carry out the transactions contemplated hereby. All necessary action, corporate or otherwise, has been taken by Buyer to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements and to perform their obligations hereunder and thereunder. This Agreement agreements contemplated hereby and the Ancillary Agreements constitute legally same is the valid and binding obligations obligation of the Buyers, Buyer enforceable against the Buyers in accordance with their respective terms and conditionsits terms.

Authorization of Transaction. Buyers have The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and each of the Ancillary Agreements and to perform their its obligations hereunder and thereunder. This Agreement constitutes, and each of the Ancillary Agreements constitute when executed and delivered by the Buyer will constitute, the valid and legally binding obligations obligation of the BuyersBuyer, enforceable against the Buyers in accordance with their respective terms and conditionsterms.

Authorization of Transaction. Buyers have The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and the Ancillary Agreements and to perform their its obligations hereunder and thereunderhereunder. This Agreement constitutes the valid and the Ancillary Agreements constitute legally binding obligations obligation of the BuyersBuyer, enforceable against the Buyers in accordance with their respective terms and conditionsits terms.

Authorization of Transaction. Buyers have Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to consummate the Ancillary Agreements Contemplated Transactions. The execution and to perform their obligations hereunder delivery of this Agreement and thereunderthe consummation of the Contemplated Transactions have been duly authorized by all necessary corporate action on the part of Buyer. This Agreement constitutes, and the Ancillary Related Agreements constitute when executed and delivered will constitute, valid and legally binding obligations of the BuyersBuyer, enforceable against the Buyers in accordance with their respective terms and conditions.

Authorization of Transaction. Buyers have Buyer has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to perform their its obligations hereunder hereunder. The execution, delivery and thereunderperformance of this Agreement, and the consummation of the transactions contemplated hereby, by Buyer have been duly and validly authorized by all requisite corporate action. This Agreement constitutes the valid and the Ancillary Agreements constitute legally binding obligations obligation of the Buyers, Buyer enforceable against the Buyers it in accordance with their respective its terms and conditions.