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 Seller and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of Seller, and no other proceedings on Seller’s part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this Agreement is a valid and binding obligation of Buyer, this Agreement constitutes a valid and binding obligation of Seller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or moratorium Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Seller Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of SellerBuyer, and no other proceedings on Seller’s Buyer's part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this Agreement is a valid and binding obligation of BuyerSeller and the Company, this Agreement constitutes a valid and binding obligation of SellerBuyer, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization reorganization, or moratorium Laws, other similar Laws affecting creditors’ ' rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement and each other Transaction Document to which Buyer is a party by Seller Buyer and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite action on the part of SellerBuyer, and no other proceedings on SellerBuyer’s part are necessary to authorize the execution, delivery or performance of this AgreementAgreement or any other Transaction Document to which Buyer is now a party. Assuming that this Agreement is a valid and binding obligation of Buyer, this This Agreement constitutes a valid and binding obligation of SellerBuyer, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or moratorium Laws, other similar Laws laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Seller Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of Seller, Buyer and no other proceedings on SellerBuyer’s part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this Agreement is a valid and binding obligation of Buyerthe other parties hereto, this Agreement constitutes a valid and binding obligation of SellerBuyer, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization reorganization, or moratorium Lawslaws, other similar Laws laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement and each other Transaction Document to which Seller is a party by Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite action on the part of Seller, and no other proceedings on Seller’s part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this Agreement or any other Transaction Document to which Seller is a valid and binding obligation of Buyer, this party. This Agreement constitutes a valid and binding obligation of Seller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or moratorium Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Authorization; Valid and Binding Agreement. The With respect to each Seller that is not a natural person, the execution, delivery and performance of this Agreement by such Seller and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of such Seller, and no other proceedings on such Seller’s part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this Agreement is a valid and binding obligation of Buyer, this Agreement constitutes a valid and binding obligation of such Seller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization reorganization, or moratorium Lawslaws, other similar Laws laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Seller Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of SellerBuyer, and no other proceedings on SellerBuyer’s part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this Agreement is a valid and binding obligation of BuyerSeller, this Agreement constitutes a valid and binding obligation of SellerBuyer, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization reorganization, or moratorium Lawslaws, other similar Laws laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Seller and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of Seller, and no other proceedings on Seller’s 's part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this Agreement is a valid and binding obligation of BuyerBuyer and the Company, this Agreement constitutes a valid and binding obligation of Seller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization reorganization, or moratorium Laws, other similar Laws affecting creditors’ ' rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement each of the Ancillary Agreements to which Buyer will be a party by Seller Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of SellerBuyer, and no other proceedings on SellerBuyer’s part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this Agreement is a valid and binding obligation of BuyerSeller and the Target Company, this Agreement constitutes a valid and binding obligation of SellerBuyer, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization reorganization, or moratorium Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Seller Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of SellerBuyer, and no other proceedings on SellerBuyer’s part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this Agreement is a valid and binding obligation of BuyerSellers, this Agreement constitutes a valid and binding obligation of SellerBuyer, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization reorganization, or moratorium Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Seller and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of Seller, and no other proceedings on Seller’s part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this Agreement is a valid and binding obligation of BuyerBuyer and Parent, this Agreement constitutes a valid and binding obligation of Seller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or moratorium bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.