Common use of Authorization; Valid and Binding Agreement Clause in Contracts

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action, and no other corporate proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement. This Agreement has been duly executed and delivered by Buyer and assuming the due authorization, execution and delivery by the other Parties constitutes a legal, valid and binding obligation of Buyer, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity effecting the availability of specific performance and other equitable remedies.

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Buyer the Company and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate actionaction on the part of the Company, and no other corporate proceedings on its the Company’s part are necessary to authorize the execution, delivery or performance of this Agreement. This Assuming that this Agreement has been duly executed and delivered by Buyer and assuming the due authorization, execution and delivery by the other Parties constitutes is a legal, valid and binding obligation of BuyerBuyer and Parent, this Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity effecting affecting the availability of specific performance and other equitable remedies.

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action, and no other corporate proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement. This Agreement has been duly executed and delivered by Buyer and assuming the due authorization, execution and delivery by the other Parties parties hereto constitutes a legal, valid and binding obligation of Buyer, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Lawslaws, other similar Laws laws affecting creditors’ ' rights and general principles of equity effecting the availability of specific performance and other equitable remedies.

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Buyer and the consummation of the transactions contemplated hereby herein have been duly and validly authorized by all requisite corporate actionaction on the part of Buyer, and no other corporate proceedings on its Buyer’s part are necessary to authorize the execution, delivery or performance of this Agreement. This Assuming that this Agreement has been duly executed is a valid and delivered by Buyer binding obligation of Sellers and assuming the due authorizationTarget, execution and delivery by the other Parties this Agreement constitutes a legal, valid and binding obligation of Buyer, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity effecting affecting the availability of specific performance and other equitable remedies.

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Buyer Purchaser and the consummation of the transactions contemplated hereby by this Agreement have been duly and validly authorized by all requisite corporate actionaction on the part of Purchaser, and no other corporate proceedings on its Purchaser’s part are necessary to authorize the execution, delivery or performance of this Agreement. This Assuming that this Agreement has been duly executed and delivered by Buyer and assuming the due authorization, execution and delivery by the other Parties constitutes is a legal, valid and binding obligation of Buyerthe Sellers and the Company, this Agreement constitutes a valid and binding obligation of Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Lawslaws, other similar Laws laws affecting creditors’ rights and general principles of equity effecting affecting the availability of specific performance and other equitable remedies.

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action (including corporate action), and no other proceedings (including corporate proceedings proceedings) on its part are necessary to authorize the execution, delivery or performance of this Agreement, including, without limitation, the making of the Working Capital Payments. This Agreement has been duly executed and delivered by Buyer and and, assuming the due authorization, execution and delivery by the other Parties parties hereto, constitutes a legal, valid and binding obligation of Buyer, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Lawslaws, other similar Laws laws affecting creditors’ rights and general principles of equity effecting affecting the availability of specific performance and other equitable remedies.

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by the Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action, action and no other corporate proceedings on its part are necessary to authorize the its execution, delivery or performance of this Agreement. This Agreement has been duly executed and delivered by the Buyer and and, assuming the due authorization, execution and delivery by the other Parties Parties, constitutes a legal, valid and binding obligation of the Buyer, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Lawslaws, other similar Laws laws affecting creditors’ rights and general principles of equity effecting affecting the availability of specific performance and other equitable remedies.

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action, and no other corporate proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement. This Agreement has been duly executed and delivered by Buyer and assuming the due authorization, execution and delivery by the other Parties parties hereto constitutes a legal, valid and binding obligation of Buyer, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Lawslaws, other similar Laws laws affecting creditors’ rights and general principles of equity effecting affecting the availability of specific performance and other equitable remedies.

Authorization; Valid and Binding Agreement. The execution, execution and delivery and performance of this Agreement by Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite required corporate action, action on the part of the Company and no other corporate proceedings on its the part of the Company are necessary to authorize this Agreement or to consummate the execution, delivery or performance of this Agreementtransactions contemplated hereby. This Agreement has been duly executed and delivered by Buyer and the Company and, assuming the due authorization, execution and delivery by the other Parties constitutes that this Agreement is a legal, valid and binding obligation of Buyerthe Buyer Parties, this Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Lawslaws, other similar Laws laws affecting creditors’ rights and general principles of equity effecting affecting the availability of specific performance and other equitable remedies.

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement and, as applicable, the Transaction Documents by Buyer and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite action (including all corporate action), and no other corporate proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement. This Agreement has been duly executed and delivered by Buyer and assuming the due authorization, execution and delivery by the other Parties parties hereto constitutes a legal, valid and binding obligation of Buyer, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Lawslaws, other similar Laws laws affecting creditors’ ' rights and general principles of equity effecting affecting the availability of specific performance and other equitable remedies.

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action, and no other corporate proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement. This Agreement has been duly executed and delivered by Buyer and assuming the due authorization, execution and delivery by the other Parties hereto constitutes a legal, valid and binding obligation of Buyer, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Lawslaws, other similar Laws laws affecting creditors’ ' rights and general principles of equity effecting affecting the availability of specific performance and other equitable remedies.

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action, and no other corporate proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement. This Agreement has been duly executed and delivered by Buyer and assuming the due authorization, execution and delivery by the other Parties hereto constitutes a legal, valid and binding obligation of Buyer, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Lawslaws, other similar Laws laws affecting creditors’ rights and general principles of equity effecting the availability of specific performance and other equitable remedies.

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Buyer the Company and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action, and no other corporate proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement. This Agreement has been duly executed and delivered by Buyer and the Company and, assuming the due authorization, execution and delivery by the other Parties hereto, constitutes a legal, valid and binding obligation of Buyerthe Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Lawslaws, other similar Laws laws affecting creditors’ rights and general principles of equity effecting the availability of specific performance and other equitable remedies.