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

Authorization; Valid and Binding Agreement. (a) This Agreement has been, and the Ancillary Agreements will be by Closing, duly authorized and approved by all necessary limited liability company action by Seller. The performance of Seller’s obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite limited liability company action of Seller, and no other proceedings on Seller’s part are necessary to authorize the execution, delivery or performance of this Agreement. Seller has duly executed and delivered this Agreement and on the Closing Date will have duly executed and delivered the Ancillary Agreements. (b) Assuming the due authorization, execution and delivery of this Agreement by Purchaser, this Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general equity principles. (c) Assuming the due authorization, execution and delivery of the Ancillary Agreements by Purchaser, each Ancillary Agreement to be executed by Seller, when delivered hereunder, will be duly and validly executed and delivered, and will constitute a legal, valid and binding obligation of Seller, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general equity principles. (d) The execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party by Seller, and the consummation of the transactions contemplated hereby or thereby, require no action by or in respect of, consent of, or any notice, report or other filing with, any Governmental Entity, other than those consents or notice and transfer filings set forth on Schedule 5.02(d).

Authorization; Valid and Binding Agreement. (a) This Agreement has been, and the Ancillary Agreements will be by Closing, duly authorized and approved by all necessary limited liability company corporate action by SellerPurchaser. The performance of SellerPurchaser’s obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite limited liability company corporate action of SellerPurchaser, and no other proceedings on SellerPurchaser’s part are necessary to authorize the execution, delivery or performance of this Agreement. Seller Purchaser has duly executed and delivered this Agreement and on the Closing Date will have duly executed and delivered the Ancillary Agreements. (b) Assuming the due authorization, execution and delivery of this Agreement by PurchaserSeller, this Agreement constitutes a legal, valid and binding obligation of SellerPurchaser, enforceable against Seller Purchaser in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general equity principles. (c) Assuming the due authorization, execution and delivery of the Ancillary Agreements by PurchaserSeller, each Ancillary Agreement to be executed by SellerPurchaser, when delivered hereunder, will be duly and validly executed and delivered, and will constitute a legal, valid and binding obligation of SellerPurchaser, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general equity principles. (d) The execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party by SellerPurchaser, and the consummation of the transactions contemplated hereby or thereby, require no action by or in respect of, consent of, or any notice, report or other filing with, any Governmental Entity, other than those consents or notice and transfer filings set forth on Schedule 5.02(d6.02(d).

Authorization; Valid and Binding Agreement. (a) This Agreement has been, and the Ancillary Agreements will be by Closing, have been duly authorized and approved by all necessary limited liability company corporate action by SellerPurchaser. The performance of Sellerthe Purchaser’s obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite limited liability company corporate action of Sellerthe Purchaser, and no other proceedings on Sellerthe Purchaser’s part are necessary to authorize the execution, delivery or performance of this Agreement. Seller The Purchaser has duly executed and delivered this Agreement and on the Closing Date will have duly executed and delivered the Ancillary Agreements. (b) Assuming the due authorization, execution and delivery of this Agreement by PurchaserSeller, this Agreement constitutes a legal, valid and binding obligation of Sellerthe Purchaser, enforceable against Seller the Purchaser in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general equity principles. (c) Assuming the due authorization, execution and delivery of the Ancillary Agreements by PurchaserSeller, each Ancillary Agreement to be executed by Sellerthe Purchaser, when delivered hereunder, will be duly and validly executed and delivered, and will constitute constitutes a legal, valid and binding obligation of Sellerthe Purchaser, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general equity principles. (d) The execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party by Sellerthe Purchaser, and the consummation of the transactions contemplated hereby or and thereby, require no action by or in respect of, consent of, or any notice, report or other filing with, any Governmental Entity, other than those consents or (i) notice and transfer filings with the regulatory bodies set forth on Schedule 5.02(d)‎6.02 and (ii) any actions or filings under Laws, the absence of which would not be, individually or in the aggregate, materially adverse to the Purchaser or materially impair the ability of the Purchaser to perform its obligations and to consummate the transactions contemplated hereby or thereby.

Authorization; Valid and Binding Agreement. (a) This Agreement Seller has been, and the Ancillary Agreements will be by Closing, duly authorized and approved by all necessary limited liability company action by Seller. The performance of Seller’s obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite limited liability company action of Seller, power and no other proceedings on Seller’s part are necessary authority to authorize the execution, delivery or performance of this Agreement. Seller has duly executed execute and delivered this Agreement and on the Closing Date will have duly executed and delivered the Ancillary Agreements. (b) Assuming the due authorization, execution and delivery of this Agreement by Purchaser, this Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general equity principles. (c) Assuming the due authorization, execution and delivery of the Ancillary Agreements by Purchaser, each Ancillary Agreement to be executed by Seller, when delivered hereunder, will be duly and validly executed and delivered, and will constitute a legal, valid and binding obligation of Seller, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general equity principles. (d) The execution, delivery and performance of deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which Seller is party have been duly authorized, and this Agreement has been and, as of the Closing, the Ancillary Agreements to which Seller is party will be, duly executed and delivered by Seller, and no other action on the part of Seller is necessary to authorize the execution and delivery of this Agreement and the Ancillary Agreements to which Seller is party, the performance by Seller of its obligations hereunder and thereunder or the consummation by Seller of the transactions contemplated hereby or thereby, require no action by or in respect of, consent of, or any notice, report or other filing with, any Governmental Entity, this Agreement and the Ancillary Agreements. Assuming that (a) this Agreement is a valid and binding obligation of Buyer and (b) the Ancillary Agreements will be valid and binding obligations of the parties thereto (other than those consents Seller and the Company) as of the Closing, this Agreement constitutes, and the Ancillary Agreements to which Seller is party will constitute as of the Closing, valid and binding obligations of Seller, enforceable in accordance with their terms, except as enforceability may be limited by (i) the effect of any Legal Requirement of general application relating to bankruptcy, reorganization, insolvency, moratorium or notice similar Legal Requirements affecting creditors’ rights and transfer filings set forth on Schedule 5.02(drelief of debtors generally, and (ii) the effect of Legal Requirements and general principles of equity governing specific performance, injunctive relief and other equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law, the “Enforceability Exceptions”).

Authorization; Valid and Binding Agreement. (a) This Agreement has been, and the Ancillary Agreements will be by Closing, duly authorized and approved by all necessary limited liability company action by Seller. The performance of Seller’s obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby to which such Seller is party have been duly authorized, and validly authorized this Agreement has been and, as of the Closing, the Ancillary Agreements to which such Seller is party will be, duly executed and delivered by all requisite limited liability company action of such Seller, and no other proceedings action on Seller’s the part are of such Seller is necessary to authorize the execution, delivery or performance of this Agreement. Seller has duly executed and delivered this Agreement and on the Closing Date will have duly executed and delivered the Ancillary Agreements. (b) Assuming the due authorization, execution and delivery of this Agreement by Purchaser, this Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general equity principles. (c) Assuming the due authorization, execution and delivery of the Ancillary Agreements by Purchaser, each Ancillary Agreement to be executed by Seller, when delivered hereunder, will be duly and validly executed and delivered, and will constitute a legal, valid and binding obligation of Seller, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general equity principles. (d) The execution, delivery and performance of this Agreement and the Ancillary Agreements to which it such Seller is a party party, the performance by Seller, such Seller of its obligations hereunder and thereunder or the consummation by such Seller of the transactions contemplated hereby or thereby, require no action by or in respect of, consent of, or any notice, report or other filing with, any Governmental Entity, this Agreement and the Ancillary Agreements. Assuming that (a) this Agreement is a valid and binding obligation of Buyer and (b) the Ancillary Agreements will be valid and binding obligations of the parties thereto (other than those consents such Seller and the Company) as of the Closing, this Agreement constitutes, and the Ancillary Agreements to which such Seller is party will constitute as of the Closing, legal, valid and binding obligations of such Seller, enforceable in accordance with their terms, except as enforceability may be limited by (i) the effect of any Legal Requirement of general application relating to bankruptcy, reorganization, insolvency, moratorium or notice similar Legal Requirements affecting creditors’ rights and transfer filings set forth on Schedule 5.02(drelief of debtors generally, and (ii) the effect of Legal Requirements and general principles of equity governing specific performance, injunctive relief and other equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law, the “Enforceability Exceptions”).

Authorization; Valid and Binding Agreement. (a) This Agreement has been, and the Ancillary Agreements will be by Closing, have been duly authorized and approved by all necessary limited liability company corporate action by Seller. The performance of the Seller’s obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite limited liability company corporate action of the Seller, and no other proceedings on the Seller’s part are necessary to authorize the execution, delivery or performance of this Agreement. The Seller has duly executed and delivered this Agreement and on the Closing Date will have duly executed and delivered the Ancillary Agreements. (b) Assuming the due authorization, execution and delivery of this Agreement by Purchaser, this Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general equity principles. (c) Assuming the due authorization, execution and delivery of the Ancillary Agreements by Purchaser, each Ancillary Agreement to be executed by Seller, when delivered hereunder, will be duly and validly executed and delivered, and will constitute the Seller constitutes a legal, valid and binding obligation of the Seller, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general equity principles. (d) The execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party by the Seller, and the consummation of the transactions contemplated hereby or thereby, require no action by or in respect of, consent of, or any notice, report or other filing with, any Governmental Entity, other than those consents or notice and transfer filings with the Governmental Entities set forth on Schedule 5.02(d)‎5.02.