Common use of Authorization of Transaction Clause in Contracts

Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and all agreements and instruments to be executed and delivered by Seller pursuant to this Agreement (collectively, the "Ancillary Agreements") and to perform its obligations hereunder and thereunder. Without limiting the generality of the foregoing, the Board of Directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement and the Ancillary Agreements by the Seller. This Agreement and the Ancillary Agreements constitute the valid and legally binding obligation of the Seller, enforceable in accordance with their respective terms and conditions.

Authorization of Transaction. The Seller has full power and authority (including full partnership power and authority) to execute and deliver this Agreement and all agreements and instruments to be executed and delivered by Seller pursuant to this Agreement (collectively, the "Ancillary Agreements") and to perform its obligations hereunder and thereunder. Without limiting the generality of the foregoing, the Board of Directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement and the Ancillary Agreements by the Seller. This Agreement and the Ancillary Agreements constitute the valid and legally binding obligation of the Seller, enforceable in accordance with their respective terms and conditions.

Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and all agreements and instruments to be executed and delivered by Seller such Party pursuant to this Agreement (collectively, the "Ancillary Agreements") and to perform its obligations hereunder and thereunder. Without limiting the generality of the foregoing, the Board of Directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement and the Ancillary Agreements by the Seller. This Agreement and the Ancillary Agreements constitute the valid and legally binding obligation of the Seller, enforceable in accordance with their respective terms and conditions.

Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and all other agreements and instruments contemplated hereby to be executed and delivered by Seller pursuant to this Agreement (collectively, the "Ancillary Agreements") which it is a party and to perform its obligations hereunder and thereunder. Without limiting the generality of the foregoing, the Board of Directors of the Seller has duly authorized the The execution, delivery, and performance of this Agreement and the Ancillary Agreements all other agreements contemplated hereby to which Seller is a party have been duly authorized by the Seller. This Agreement has been duly executed and the Ancillary Agreements delivered by Seller and upon due execution hereof by Seller, this Agreement (assuming due authorization and delivery by Buyer) shall constitute the valid and legally binding obligation of the Seller, enforceable against Seller in accordance with their respective its terms and conditions.

Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and all agreements and instruments to be executed and delivered by Seller pursuant to this Agreement (collectively, the "Ancillary Agreements") and to perform its obligations hereunder and thereunder. Without limiting the generality of the foregoing, the Board of Directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement and the Ancillary Agreements by the Seller. This Agreement and the Ancillary Agreements constitute the valid and legally binding obligation of the Seller, enforceable in accordance with their respective terms and conditions, subject to general equitable principles, bankruptcy, insolvency, fraudulent transfer, or similar laws generally affecting creditors' rights.

Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and all agreements and instruments to be executed and delivered by Seller pursuant to this Agreement (collectively, the "Ancillary Agreements") and to perform its obligations hereunder and thereunder. Without limiting the generality of the foregoing, the Board of Directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement and the Ancillary Agreements by the Seller. This Agreement and the Ancillary Agreements constitute the valid and legally binding obligation of the Seller, enforceable in accordance with their respective terms and conditions, except as limited by creditors' rights or equitable principles generally.

Authorization of Transaction. The Seller has full corporate power and authority to execute and deliver this Agreement and all agreements and instruments to be executed and delivered by Seller such Party pursuant to this Agreement (collectively, the "Ancillary Agreements") and to perform its obligations hereunder and thereunder. Without limiting the generality of the foregoing, the Board of Directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement and the Ancillary Agreements by the Seller. This Agreement and the Ancillary Agreements constitute the valid and legally binding obligation of the Seller, enforceable in accordance with their respective terms and conditions.

Authorization of Transaction. The Seller has full power and authority (including full partnership power and authority) to execute and deliver this Agreement, the Xxxxxxx Money Escrow Agreement and the Post-Closing Agreement (collectively, the "Ancillary Agreements") and all agreements and instruments to be executed and delivered by Seller pursuant to this Agreement (collectively, and the "Ancillary Agreements") , and to perform its obligations hereunder and thereunder. Without limiting the generality of the foregoing, the Board of Directors partners of the Seller has have duly authorized the execution, delivery, and performance of this Agreement and the Ancillary Agreements by the Seller. This Agreement and the Ancillary Agreements constitute the valid and legally binding obligation obligations of the Seller, enforceable in accordance with their respective terms and conditions, except as enforceability may be limited by laws applying to creditors' rights generally and by equitable principles.

Authorization of Transaction. The Seller has full power and authority (including full partnership power and authority) to execute and deliver this Agreement and all agreements and instruments to be executed and delivered by Seller pursuant to this Agreement (collectively, the "Ancillary Agreements") and to perform its obligations hereunder and thereunder. Without limiting the generality of the foregoing, the Board of Directors partners of the Seller has have duly authorized the execution, delivery, and performance of this Agreement and the Ancillary Agreements by the Seller. This Agreement and the Ancillary Agreements constitute the valid and legally binding obligation of the Seller, enforceable in accordance with their respective terms and conditions.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and all agreements and instruments to be executed and delivered by Seller such Party pursuant to this Agreement (collectively, the "Ancillary Agreements") and to perform its obligations hereunder and thereunder. Without limiting the generality of the foregoing, the Board of Directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement and the Ancillary Agreements by the Seller. This Agreement and the Ancillary Agreements constitute the valid and legally binding obligation of the Seller, enforceable in accordance with their respective terms and conditions.

Authorization of Transaction. The Seller Buyer has the full power and authority to execute and deliver this Agreement and all agreements and instruments each Ancillary Agreement to be executed and delivered by Seller pursuant to this Agreement (collectively, the "Ancillary Agreements") which it is a party and to perform its obligations hereunder and thereunder. Without limiting The execution and delivery of this Agreement and each Ancillary Agreement and the generality of the foregoing, the Board of Directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement and each Ancillary Agreement and the Ancillary Agreements consummation by the SellerBuyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action. This Agreement and each Ancillary Agreement have been duly and validly executed and delivered by the Ancillary Agreements Buyer and constitute the a valid and legally binding obligation obligations of the SellerBuyer, enforceable against the Buyer in accordance with their respective terms and conditionsterms.

Authorization of Transaction. The Seller has Sellers have full corporate power and authority to execute and deliver this Agreement and all agreements and instruments to be executed and delivered by Seller pursuant to this Agreement (collectively, the "Ancillary Agreements") by Sellers and to perform its their obligations hereunder and thereunder. Without limiting the generality of the foregoing, the Board Boards of Directors of the Seller has Sellers have duly authorized the execution, delivery, and performance of this Agreement and the Ancillary Agreements by the SellerSellers. This Agreement and the Ancillary Agreements constitute the valid and legally binding obligation of the SellerSellers, enforceable in accordance with their respective terms and conditions.

Authorization of Transaction. The Seller has full power and authority (including full partnership power and authority) to execute and deliver this Agreement and all agreements and instruments to be executed eexecuted and delivered by Seller such Party pursuant to this Agreement (collectively, the "Ancillary Agreements") and to perform its obligations hereunder and thereunder. Without limiting the generality of the foregoing, the Board of Directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement and the Ancillary Agreements by the Seller. This Agreement and the Ancillary Agreements constitute the valid and legally binding obligation of the Seller, enforceable in accordance with their respective terms and conditions.

Authorization of Transaction. The Subject to approval by the Seller’s shareholders, the Seller has full and the Management have the requisite corporate power and authority to execute and deliver this Agreement and all agreements and instruments to be executed and delivered by Seller pursuant to this Agreement (collectively, the "Ancillary Agreements") Agreements and to perform its and their respective obligations hereunder under this Agreement and thereunderthe Ancillary Agreements. Without limiting the generality of the foregoing, the Board of Directors of the Seller has and the Management have duly authorized the execution, delivery, and performance of this Agreement and the Ancillary Agreements by the SellerAgreements. This Agreement and the Ancillary Agreements constitute the valid and legally binding obligation of the SellerSeller and the Management, enforceable in accordance with its and their respective terms and conditions.

Authorization of Transaction. The Seller has To Sellers' Knowledge, the Sellers have full power and authority (including full corporate power and authority) to execute and deliver this Agreement and all agreements and instruments to be executed and delivered by Seller Sellers pursuant to this Agreement (collectively, the "Ancillary Agreements") and to perform its their obligations hereunder and thereunder. Without limiting the generality of the foregoing, the Board of Directors of the Seller Xxxxxxx has duly authorized the execution, delivery, and performance of this Agreement and the Ancillary Agreements by the SellerSellers. This Agreement and the Ancillary Agreements constitute the valid and legally binding obligation of the SellerSellers, enforceable in accordance with their respective terms and conditions.

Authorization of Transaction. The Each Seller has full power and authority to execute and deliver this Agreement and all agreements and instruments to be executed and delivered by Seller such Party pursuant to this Agreement (collectively, the "Ancillary Agreements") and to perform its obligations hereunder and thereunder. Without limiting the generality of the foregoing, the Board of Directors of the Seller has each CBI and GRI have duly authorized the execution, delivery, and performance of this Agreement and the Ancillary Agreements by the each Seller. This Agreement and the Ancillary Agreements constitute the valid and legally binding obligation of the SellerSellers, enforceable in accordance with their respective terms and conditions.

Authorization of Transaction. The Seller has full power and authority (including full partnership power and authority) to execute and deliver this Agreement and all agreements and instruments to be executed and delivered by Seller such Party pursuant to this Agreement (collectively, the "Ancillary Agreements") and to perform its obligations hereunder and thereunder. Without limiting the generality of the foregoing, the Board of Directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement and the Ancillary Agreements by the Seller. This Agreement and the Ancillary Agreements constitute the valid and legally binding obligation of the Seller, enforceable in accordance with their respective terms and conditions.

Authorization of Transaction. The Seller has Sellers have full power and authority (including full corporate power and authority) to execute and deliver this Agreement and all agreements and instruments to be executed and delivered by Seller Sellers pursuant to this Agreement (collectively, the "Ancillary Agreements") and to perform its their obligations hereunder and thereunder. Without limiting the generality of the foregoing, the Board Boards of Directors of the Seller has 3-D and Clearly have duly authorized the execution, delivery, and performance of this Agreement and the Ancillary Agreements by the SellerSellers. This Agreement and the Ancillary Agreements constitute the valid and legally binding obligation of the SellerSellers, enforceable in accordance with their respective terms and conditions.

Authorization of Transaction. The Seller has full corporate or limited liability company (as the case may be) power and authority to execute and deliver this Agreement and the Other Transaction Documents and to perform its obligations hereunder. The execution, delivery and performance of this Agreement has been duly and validly authorized by all agreements necessary corporate action on the part of Seller. This Agreement has been, and instruments to be the Other Transaction Documents will have as of the Closing been, duly executed and delivered by Seller pursuant to this Agreement and constitute (collectively, the "Ancillary Agreements") and to perform its obligations hereunder and thereunder. Without limiting the generality will constitute as of the foregoing, Closing in the Board of Directors case of the Seller has duly authorized the execution, delivery, and performance of this Agreement and the Ancillary Agreements by the Seller. This Agreement and the Ancillary Agreements constitute Other Transaction Documents) the valid and legally binding obligation of the Seller, enforceable in accordance with their respective its terms and conditions.

Authorization of Transaction. The Seller has full power and authority (including full entity power and authority) to execute and deliver this Agreement and all agreements and instruments to be executed and delivered by Seller pursuant to this Agreement (collectively, the "Ancillary Agreements") and to perform its obligations hereunder and thereunderupon approval of its shareholders in a Special Meeting or other action of shareholders in compliance with Seller’s Articles of Incorporation. Without limiting the generality of the foregoing, the Board of Directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement and the Ancillary Agreements by the SellerSeller in anticipation of that shareholder approval. This Agreement and the Ancillary Agreements will then constitute the valid and legally binding obligation of the Seller, enforceable in accordance with their respective its terms and conditions.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and all agreements the other agreements, documents, certificates and instruments required to be executed and delivered by the Seller pursuant to this Agreement (collectively, but excluding this Agreement the "Ancillary Agreements"“Purchase Documents”) and to perform its obligations hereunder and thereunder. Without limiting the generality of the foregoing, the Board of Directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement and the Ancillary Agreements by the Seller. This Agreement and each Purchase Agreement has been, or will be when delivered, duly executed by the Ancillary Agreements Seller and constitutes, or will constitute the at Closing, valid and legally binding obligation obligations of the Seller, enforceable in accordance with their respective terms and conditions.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and all agreements and instruments to be executed and delivered by Seller pursuant to this Agreement (collectively, the "Ancillary Agreements") and to perform its obligations hereunder hereunder. The execution and thereunderdelivery of this Agreement by the Seller and the consummation by the Seller of the transactions contemplated hereby do no require any consent or approval of the Seller's stockholders. Without limiting the generality of the foregoing, the Board board of Directors directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement and the Ancillary Agreements by the Seller. This Agreement and the Ancillary Agreements constitute constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with their respective its terms and conditionsconditions subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equity.

Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and all agreements and instruments to be executed and delivered by Seller pursuant to this Agreement (collectively, the "Ancillary Agreements") and to perform its obligations hereunder and thereunder. Without limiting the generality of the foregoing, the Board requisite number of Directors members of the Seller has duly authorized the execution, delivery, and performance of this Agreement and the Ancillary Agreements by the Seller. This Agreement and the Ancillary Agreements constitute the valid and legally binding obligation of the Seller, enforceable in accordance with their respective terms and conditions.

Authorization of Transaction. The Seller Each of the Sellers has full power and authority and legal right to execute and deliver enter into this Agreement and all agreements to consummate the transactions provided for herein. All corporate actions on the part of Representative necessary to approve the transactions contemplated by this Agreement have been duly taken as required by applicable law and any applicable agreements. This Agreement has been, and the other agreements, documents and instruments required to be delivered by the Sellers in accordance with the provisions hereof will be, duly executed and delivered by Seller pursuant to this Agreement (collectivelythe Sellers and constitutes, the "Ancillary Agreements") and to perform its obligations hereunder and thereunder. Without limiting the generality of the foregoingor will constitute when delivered, the Board of Directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement and the Ancillary Agreements by the Seller. This Agreement and the Ancillary Agreements constitute the valid and legally binding obligation agreement and obligations of the Seller, Sellers enforceable against the Sellers in accordance with their respective terms and conditionsterms.