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

Authorization; Valid and Binding Agreement. The execution and delivery of this Agreement by the Buyer and the consummation by the Buyer of the transactions contemplated hereby have been duly and validly authorized by all necessary limited liability company action and no other limited liability company proceedings on its part are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Buyer and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of the Buyer, enforceable against the Buyer 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 affecting the availability of specific performance and other equitable remedies.

Authorization; Valid and Binding Agreement. The execution execution, delivery and delivery performance of this Agreement by the Buyer and the consummation by the Buyer of the transactions contemplated hereby have been duly and validly authorized by all necessary limited liability company action requisite corporate action, and no other limited liability company proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated herebyAgreement. This Agreement has been duly executed and delivered by the Buyer and, assuming the due authorizationthat this Agreement is a valid and binding obligation of each of Seller and Seller’s Choice, execution and delivery by the other parties hereto, this Agreement constitutes a legal, valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, except as enforceability may be limited by bankruptcy lawsbankruptcy, other similar laws applicable law 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 execution, delivery and delivery performance of this Agreement by Seller and each of the Buyer additional agreements contemplated hereby, and the consummation by the Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary limited liability company action requisite action, and no other limited liability company proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated herebyAgreement. This Agreement has been duly executed and delivered by the Buyer and, Seller and assuming the due authorization, execution and delivery by the other parties hereto, constitutes that this Agreement is a legal, valid and binding obligation of the BuyerSeller Blocker and the Purchaser, this Agreement constitutes a valid and binding obligation of Seller, enforceable against the Buyer 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 affecting effecting the availability of specific performance and other equitable remedies.

Authorization; Valid and Binding Agreement. The execution and delivery of this Agreement by the Buyer and the consummation by the Buyer of the transactions contemplated hereby have been duly and validly authorized by all necessary limited liability company required corporate action on the part of Seller and no other limited liability company corporate proceedings on its the part of Seller are necessary to authorize this Agreement or the consummation of to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Buyer Seller and, assuming this Agreement is the due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation agreement of the BuyerBuyer Parties, this Agreement constitutes a valid and binding agreement of Seller, enforceable against the Buyer Seller 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 affecting the availability of specific performance and other equitable remedies.

Authorization; Valid and Binding Agreement. The execution execution, delivery and delivery performance of this Agreement by the Buyer and the consummation by the Buyer of the transactions contemplated hereby have been duly and validly authorized by all necessary limited liability company action requisite corporate or other entity action, and no other limited liability company corporate or other entity proceedings on its the part of either Buyer are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated herebyAgreement. This Agreement has been duly executed and delivered by the each Buyer and, assuming the due authorization, execution and delivery by the other parties heretoCompany and the Sellers, constitutes a legal, valid and binding obligation of the each Buyer, enforceable against the each Buyer 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 affecting the availability of specific performance and other equitable remedies.

Authorization; Valid and Binding Agreement. The execution execution, delivery and delivery performance of this Agreement by the Buyer and the consummation by the Buyer of the transactions contemplated hereby have been duly and validly authorized by all necessary limited liability company requisite action (including corporate action), and no other limited liability company proceedings (including corporate proceedings) on its part are necessary to authorize the execution, delivery or performance of this Agreement or Agreement, including, without limitation, the consummation making of the transactions contemplated herebyWorking Capital Payments. This Agreement has been duly executed and delivered by the Buyer and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of the Buyer, enforceable against the Buyer 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 affecting the availability of specific performance and other equitable remedies.