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 Merger Sub and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action (including all corporate and shareholder action), and no other proceedings (including corporate proceedings) on the part of Buyer or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement. This Agreement has been duly executed and delivered by each of Buyer and Merger Sub and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of each such party, 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 affecting the availability of specific performance and other equitable remedies.

Authorization; Valid and Binding Agreement. The execution, ------------------------------------------ delivery and performance of this Agreement by each of Buyer and Merger Sub and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action (including all corporate and shareholder action), and no other corporate proceedings (including corporate proceedings) on the part of Buyer or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement. This Agreement has been duly executed and delivered by each of Buyer and Merger Sub and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of each such party, 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 affecting the availability of specific performance and other equitable remedies.

Authorization; Valid and Binding Agreement. The execution, ------------------------------------------ delivery and performance of this Agreement by each of Buyer and Merger Sub and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action (including all corporate and shareholder action), and no other proceedings (including corporate proceedings) on the part of Buyer or Merger Sub are is necessary to authorize the execution, delivery or performance of this Agreement. This Agreement has been duly executed and delivered by each of Buyer and Merger Sub and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of each such partyof Buyer and Merger Sub, 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 affecting the availability of specific performance and other equitable remedies.