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

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party, by 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 Buyer, and no other proceedings on Buyer’s part are necessary to authorize the execution, delivery or performance of this Agreement or the other Transaction Documents to which it is a party. Assuming that this Agreement and the other Transaction Documents to which it is a party are valid and binding obligations of Seller and the Company, this Agreement and the other Transaction Documents to which it is a party constitute valid and binding obligations of Buyer, enforceable in accordance with their 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 and the other Transaction Documents each Ancillary Agreement to which it Buyer is a party, by Buyer party and the consummation of the transactions contemplated hereby and thereby by Buyer have been duly and validly authorized by all requisite action on the part of Buyer, and no other proceedings on Buyer’s part are necessary to authorize the execution, delivery or performance of this Agreement or the other Transaction Documents any Ancillary Agreement to which it Buyer is a party. Assuming that the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by the other Transaction Documents parties thereto, this Agreement constitutes, and at Closing each Ancillary Agreement to which it Buyer is a party are will constitute, a legal, valid and binding obligations of Seller and the Company, this Agreement and the other Transaction Documents to which it is a party constitute valid and binding obligations obligation of Buyer, enforceable against Buyer in accordance with their its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, 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 Buyer and the other Transaction Documents each Ancillary Agreement to which it is a party, by Buyer party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite action on the part of Buyer, and no other proceedings on Buyer’s part are necessary to authorize the execution, delivery or performance of this Agreement or the other Transaction Documents and each Ancillary Agreement to which it is a party. Assuming that the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by the other Transaction Documents parties hereto and thereto, this Agreement constitutes, and each Ancillary Agreement to which it the Buyer is a party are when so executed and delivered will constitute a valid and binding obligations of Seller and the Company, this Agreement and the other Transaction Documents to which it is a party constitute valid and binding obligations obligation of Buyer, enforceable against Buyer in accordance with their 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 by Buyer of this Agreement and the each other Transaction Documents Document to which it Buyer is or will be a party, by Buyer party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite action on the part of Buyer, and no other proceedings on Buyer’s part are necessary to authorize the execution, delivery or performance of this Agreement and each other Transaction Document to which Buyer is or will be a party. Each of the other Transaction Documents to which it Buyer is or will be a party. Assuming that this Agreement party is, or upon its execution and delivery will be (assuming the valid authorization, execution, and delivery of such Transaction Document by the other Transaction Documents to which it is parties thereto), a party are valid and binding obligations of Seller and the Company, this Agreement and the other Transaction Documents to which it is a party constitute valid and binding obligations obligation of Buyer, enforceable in accordance with their its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium Lawsbankruptcy laws, other similar Laws laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.