Common use of Authorization of Transaction Clause in Contracts

Authorization of Transaction. Seller has full corporate power and authority to execute and deliver this Agreement and the other documents and instruments to be executed and delivered by Seller pursuant to this Agreement and the transactions contemplated hereby and to perform its obligations hereunder and thereunder. This Agreement and the other documents and instruments to be executed and delivered by Seller pursuant to this Agreement and the transactions contemplated hereby constitute the valid and legally binding obligations of Seller enforceable in accordance with their respective terms.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority authority) to execute and deliver this Agreement and the other documents and instruments to be executed and delivered by Seller pursuant to this Agreement and the transactions contemplated hereby and to perform its obligations hereunder hereunder. Without limiting the generality of the foregoing, all individuals who are signatories to this Agreement have been duly authorized to execute, deliver, and thereundercause the Seller to perform this Agreement. This Agreement and the other documents and instruments to be executed and delivered by Seller pursuant to this Agreement and the transactions contemplated hereby constitute constitutes the valid and legally binding obligations obligation of Seller the Seller, enforceable in accordance with their respective termsits terms and conditions.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority authority) to execute and deliver this Agreement and the other documents and instruments to be executed and delivered by Seller pursuant to this Agreement and the transactions contemplated hereby and to perform its obligations hereunder hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller and thereunderthe Seller Stockholders have duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement and the other documents and instruments to be executed and delivered by Seller pursuant to this Agreement and the transactions contemplated hereby constitute constitutes the valid and legally binding obligations obligation of Seller the Seller, enforceable in accordance with their respective termsits terms and conditions.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority authority) to execute and deliver this Agreement and the other documents and instruments to be executed and delivered by Seller pursuant to this Agreement and the transactions contemplated hereby and to perform its obligations hereunder and thereunderhereunder. This Agreement and the other documents and instruments to be executed and delivered by Seller pursuant to this Agreement and the transactions contemplated hereby constitute constitutes the valid and legally binding obligations obligation of Seller the Seller, enforceable in accordance with their respective termsits terms and conditions. The Seller need not 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. The Seller has full power and authority (including full corporate power and authority authority) to execute and deliver this Agreement and the other documents and instruments to be executed and delivered by Seller pursuant to this Agreement and the transactions contemplated hereby and to perform its obligations hereunder and thereunderhereunder. This Agreement and the other documents and instruments to be executed and delivered by Seller pursuant to this Agreement and the transactions contemplated hereby constitute constitutes the valid and legally binding obligations obligation of Seller the Seller, enforceable in accordance with their respective termsits terms and conditions. Except as set forth in Annex I attached hereto, the Seller need not 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. Seller has full corporate power and authority authority, and has sufficient legal capacity, to execute and deliver this Agreement and the other documents and instruments to be executed and delivered by Seller pursuant to this Agreement and the transactions contemplated hereby and to perform its obligations hereunder and thereunder. This Agreement and the other documents and instruments to be executed and delivered by Seller pursuant to this Agreement and the transactions contemplated hereby constitute the valid and legally binding obligations of Seller enforceable in accordance with their respective terms.his obligations

Authorization of Transaction. Seller has full corporate power and authority to execute and deliver this Agreement and the other documents and instruments to be executed and delivered by Seller pursuant to this Agreement and the transactions contemplated hereby and to perform its his obligations hereunder and thereunderhereunder. This Agreement and the other documents and instruments to be executed and delivered by Seller pursuant to this Agreement and the transactions contemplated hereby constitute constitutes the valid and legally binding obligations obligation of Seller Seller, enforceable in accordance with their respective termsits terms and conditions. Seller need not 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. Seller Each of the Sellers has full corporate legal right, power and authority and all approvals required by law, to execute enter into this Agreement, to sell, assign, transfer and deliver the Company Stock in the manner provided in this Agreement and the other documents and instruments to be perform all of his obligations hereunder. This Agreement has been duly executed and delivered by each Seller pursuant to this Agreement and the transactions contemplated hereby and to perform its obligations hereunder and thereunder. This Agreement and the other documents and instruments to be executed and delivered by Seller pursuant to this Agreement and the transactions contemplated hereby constitute the constitutes a legal, valid and legally binding obligations obligation of each Seller enforceable in accordance with their respective its terms.

Authorization of Transaction. The Seller has full corporate power and authority (including full limited liability company power and authority) to execute enter into and deliver perform its obligations under this Agreement and the other documents Transaction Documents to which it is a party. The managing member of the Seller has duly authorized the execution, delivery and instruments to be executed and delivered by Seller pursuant to performance of this Agreement and the transactions contemplated hereby and Transaction Documents to perform its obligations hereunder and thereunderwhich the Seller is a party. This Agreement and the other documents and instruments Transaction Documents to be executed and delivered by which the Seller pursuant to this Agreement and the transactions contemplated hereby is a party constitute the valid and legally binding obligations of Seller the Seller, as applicable, enforceable in accordance with their respective termsterms and conditions.

Authorization of Transaction. The Seller has full corporate power and authority to execute enter into and deliver perform its obligations under this Agreement. In addition, the execution and performance of this Agreement and the other ancillary documents and instruments to be executed and delivered by which the Seller pursuant to this Agreement and or the transactions contemplated hereby and to perform its obligations hereunder and thereunderSeller's Owner is a party have been duly authorized. This Agreement and the other documents and instruments ancillary agreements to be executed and delivered by which the Seller pursuant to this Agreement and or the transactions contemplated hereby Seller's Owner is a party constitute the valid and legally binding obligations of the Seller and the Seller's Owner, as applicable, and are enforceable in accordance with their respective termsterms and conditions.

Authorization of Transaction. The Seller has full corporate power and authority to execute and deliver this Agreement and the other documents and instruments to be executed and delivered by Seller pursuant to this Agreement and the transactions contemplated hereby and to perform its obligations hereunder hereunder. Without limiting the generality of the foregoing, the Seller has taken all actions required for the execution, delivery and thereunderperformance of this Agreement by the Seller and the sale of the Acquired Assets as provided herein. This Agreement and the other documents and instruments to be executed and delivered by Seller pursuant to this Agreement and the transactions contemplated hereby constitute constitutes the valid and legally binding obligations obligation of Seller the Seller, enforceable in accordance with their respective its terms. The persons who have executed this Agreement on behalf of the Seller have been duly authorized to do so by the partners of the Seller.

Authorization of Transaction. Seller has full power and authority (including full corporate power and authority authority) to execute and deliver this Agreement and the other documents and instruments to be executed and delivered by Seller pursuant to this Agreement and the transactions contemplated hereby and to perform its obligations hereunder and thereunderthereafter. Without limiting the generality of the foregoing, the board of directors of Seller has duly authorized the execution, delivery, and performance of this Agreement by Seller. This Agreement and the other documents and instruments to be executed and delivered by Seller pursuant to this Agreement and the transactions contemplated hereby constitute constitutes the valid and legally binding obligations obligation of Seller Seller, enforceable in accordance with their respective termsits terms and conditions.

Authorization of Transaction. The Seller has full corporate power and authority (including full legal power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the other documents and instruments to be executed and delivered by Seller pursuant generality of the foregoing, all individuals who are signatories to this Agreement and Exhibits and Schedules have been duly authorized to execute, deliver, and cause the transactions contemplated hereby and Seller to perform its obligations hereunder and thereunderthis Agreement. This Agreement and the other documents Exhibits and instruments to be executed and delivered by Seller pursuant to this Agreement and the transactions contemplated hereby Schedules constitute the valid and legally binding obligations obligation of Seller the Seller, enforceable in accordance with their respective termsits terms and conditions.

Authorization of Transaction. The Seller has full corporate power and authority to execute and deliver this Agreement and the other documents and instruments to be executed and delivered by Seller pursuant to this Agreement and the transactions contemplated hereby and to perform its his obligations hereunder and thereunderhereunder. This Agreement and the other documents and instruments to be executed and delivered by Seller pursuant to this Agreement and the transactions contemplated hereby constitute constitutes the valid and legally binding obligations obligation of Seller the Seller, enforceable in accordance with their respective termsits terms and conditions. The Seller 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. The Seller has full corporate power and authority (including full limited liability company power and authority) to execute and deliver this Agreement and the other documents and instruments to be executed and delivered by Seller pursuant to this Agreement and the transactions contemplated hereby and to perform its obligations hereunder hereunder. Without limiting the generality of the foregoing, all individuals who are signatories to this Agreement have been duly authorized to execute, deliver, and thereundercause the Seller to perform this Agreement. This Agreement and the other documents and instruments to be executed and delivered by Seller pursuant to this Agreement and the transactions contemplated hereby constitute constitutes the valid and legally binding obligations obligation of Seller the Seller, enforceable in accordance with their respective termsits terms and conditions.

Authorization of Transaction. The Seller has full corporate actual and legal power and authority to execute and deliver this Agreement and the other documents and instruments to be executed and delivered by Seller pursuant to this Agreement and the transactions contemplated hereby and to perform its his obligations hereunder and thereunder. This Agreement and the other documents and instruments to be executed and delivered by Seller pursuant to this Agreement and the transactions contemplated hereby constitute the valid and legally binding obligations of Seller enforceable in accordance with their respective termshereunder.

Authorization of Transaction. The Seller has full power and authority (including, if a Seller is a corporation, full corporate power and authority authority) to execute and deliver this Agreement and the other documents and instruments to be executed and delivered by Seller pursuant to this Agreement and the transactions contemplated hereby and to perform his or its obligations hereunder and thereunderhereunder. This Agreement and the other documents and instruments to be executed and delivered by Seller pursuant to this Agreement and the transactions contemplated hereby constitute constitutes the valid and legally binding obligations obligation of Seller the Seller, enforceable in accordance with their respective termsits terms and conditions. The Seller need not 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. The Seller has full corporate legal power and authority to execute and deliver this Agreement and the other documents and instruments Related Agreement to be executed and delivered by Seller pursuant to this Agreement and the transactions contemplated hereby which it is a party, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereunder and thereunder. This Agreement and the other documents and instruments to be each Related Agreement has been duly executed and delivered by a duly authorized officer on behalf of the Seller pursuant to this Agreement and the transactions contemplated hereby constitute constitutes the valid and legally binding obligations of the Seller, enforceable against the Seller enforceable in accordance with their respective termsterms and conditions.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority authority) and has taken all requisite corporate action to enable it to execute and deliver this Agreement and each of the other documents and instruments to be executed and delivered by Seller pursuant to this Agreement and the transactions contemplated hereby Ancillary Agreements and to perform its obligations hereunder and thereunder. This Agreement constitutes, and each of the other documents and instruments to be Ancillary Agreements when executed and delivered by the Seller pursuant to this Agreement and the transactions contemplated hereby constitute will constitute, the valid and legally binding obligations obligation of the Seller, enforceable against the Seller enforceable in accordance with their respective termsits terms and conditions.

Authorization of Transaction. Seller has full corporate power and authority (including full partnership power and authority) to execute execute, deliver and deliver perform this Agreement and the other documents Related Agreements and instruments to be executed consummate the Contemplated Transactions. Seller's shareholders have duly authorized the execution, delivery, and delivered by Seller pursuant to performance of this Agreement and the transactions contemplated hereby and to perform its obligations hereunder and thereunderconsummation of the Contemplated Transactions by Seller. This Agreement and the other documents and instruments to be executed and delivered by Seller pursuant to this Agreement and the transactions contemplated hereby constitute constitutes the valid and legally binding obligations obligation of Seller each of the Selling Parties, enforceable in accordance with their respective termsits terms and conditions.

Authorization of Transaction. Seller has full corporate power and authority (including corporate authority) to execute and deliver this Agreement and the other documents and instruments to be executed and delivered by Seller pursuant to this Agreement and the transactions contemplated hereby and to perform its obligations hereunder hereunder. The authorization of the Seller's shareholder is not required for the execution, delivery and thereunderperformance of this Agreement by Seller. This Agreement and the other documents and instruments to be executed and delivered by Seller pursuant to this Agreement and the transactions contemplated hereby constitute constitutes the valid and legally binding obligations obligation of Seller Seller, enforceable in accordance with their respective termsits terms and conditions, subject to the effect of bankruptcy, insolvency, reorganization or other similar laws and to general principles of equity (whether considered in proceedings at law or in equity).

Authorization of Transaction. Seller has full corporate power and authority to execute and deliver this Agreement and the other documents and instruments to be executed and delivered by Seller pursuant to this Agreement and the transactions contemplated hereby and to perform its obligations hereunder hereunder. Without limiting the generality of the foregoing, Seller has taken all corporate and thereunderother action required for the execution, delivery and performance of this Agreement by Seller, including the sale of the Acquired Assets as provided herein. This Agreement and the other documents and instruments to be executed and delivered by Seller pursuant to this Agreement and the transactions contemplated hereby constitute constitutes the valid and legally binding obligations obligation of Seller Seller, enforceable in accordance with their respective its terms. The persons who have executed this Agreement on behalf of Seller have been duly authorized to do so.

Authorization of Transaction. Seller has full corporate power and authority to execute and deliver this Agreement and the other documents and instruments to be executed and delivered by Seller pursuant to this Agreement and the transactions contemplated hereby and to perform its obligations hereunder and thereunderhereunder. This Agreement and the other documents and instruments to be executed and delivered by Seller pursuant to this Agreement and the transactions contemplated hereby constitute constitutes the valid and legally binding obligations obligation of Seller Seller, enforceable in accordance with their respective termsits terms and conditions, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authorization of Transaction. Seller has full corporate power and authority to execute and deliver this Agreement and the other documents and instruments to be executed and delivered by Seller pursuant to this Agreement and the transactions contemplated hereby and to perform its obligations hereunder hereunder. Without limiting the generality of the foregoing, the board of directors of the general partner of Seller have duly authorized the execution, delivery, and thereunder. This Agreement and the other documents and instruments to be executed and delivered by Seller pursuant to performance of this Agreement and the transactions contemplated hereby constitute the valid and legally binding obligations of Seller enforceable in accordance with their respective termsby Seller.

Authorization of Transaction. Seller has full all requisite corporate power and authority to execute and deliver this Agreement and the other documents and instruments to be executed and delivered by Seller pursuant to this Agreement and the transactions contemplated hereby and to perform its obligations hereunder and thereunderhereunder. This Agreement Without limiting the generality of the foregoing, the Board of Directors and the other documents and instruments to be executed and delivered by Seller pursuant to this Agreement and the transactions contemplated hereby constitute the valid and legally binding obligations sole stockholder of Seller enforceable in accordance with their respective terms.Seller

Authorization of Transaction. Seller has full power and authority (including full corporate power and authority authority) to execute and deliver this Agreement and the other documents and instruments to be executed and delivered by Seller pursuant to this Agreement and the transactions contemplated hereby Other Agreements and to perform its obligations hereunder hereunder. Without limiting the generality of the foregoing, the board of directors and thereundershareholders of Seller has duly authorized the execution, delivery, and performance of this Agreement by Seller. This Agreement and the other documents and instruments to be executed and delivered by Seller pursuant to this Agreement and the transactions contemplated hereby Other Agreements constitute the valid and legally binding obligations obligation of Seller Seller, enforceable in accordance with their respective termsits terms and conditions.

Authorization of Transaction. Each Seller has full corporate power and authority to execute and deliver this Agreement and the all other agreements and documents and instruments to be executed and delivered by Seller pursuant to the Sellers in connection with this Agreement and (the transactions contemplated hereby Transaction Documents) and to perform his or its obligations hereunder and thereunder. This Agreement and each of the other documents and instruments to be Transaction Documents have been, or upon execution will be, duly executed and delivered by Seller pursuant to this Agreement each of the Sellers and the transactions contemplated hereby constitute the valid and legally binding obligations obligation of Seller each Seller, enforceable in accordance with their respective termsits terms and conditions.

Authorization of Transaction. The Seller has the full corporate power and authority to execute and deliver this Agreement and to perform their obligations hereunder. Without limiting the other documents and instruments to be executed and delivered by Seller pursuant to generality of the foregoing, this Agreement and the transactions contemplated hereby and to perform its obligations hereunder and thereunder. This Agreement and the other documents and instruments to be executed and delivered by Seller pursuant to this Agreement and the transactions contemplated hereby constitute constitutes the valid and legally binding obligations obligation of Seller the Seller, enforceable in accordance with their respective termsits terms and conditions.

Authorization of Transaction. The Seller has full corporate power and authority to execute and deliver this Agreement and the other documents and instruments to be executed and delivered by Seller pursuant to this Agreement and the transactions contemplated hereby and to perform its obligations hereunder and thereunder. This this Agreement and the other documents and instruments to be has been duly executed and delivered by Seller pursuant to this the Seller. This Agreement and the transactions contemplated hereby constitute constitutes the valid and legally binding obligations obligation of Seller enforceable in accordance with their respective terms.the Seller,