Common use of Authorization, Validity and Effect of Agreements Clause in Contracts

Authorization, Validity and Effect of Agreements. Such Seller has the requisite power and authority to execute and deliver this Agreement and all agreements and documents contemplated hereby (including, without limitation, the Tender Offer Agreement). The consummation by such Seller of the transactions contemplated hereby has been duly authorized by all requisite action. This Agreement constitutes, and all agreements and documents contemplated hereby (when executed and delivered pursuant hereto for value received) will constitute, the valid and legally binding obligations of such Seller, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity.

Authorization, Validity and Effect of Agreements. Such Seller Buyer has the requisite corporate power and authority to execute and deliver this Agreement and all agreements and documents contemplated hereby (including, without limitation, the Tender Offer Purchase Agreement). The consummation by such Seller Buyer of the transactions contemplated hereby has been duly authorized by all requisite corporate action. This Agreement constitutes, and all agreements and documents contemplated hereby (when executed and delivered pursuant hereto for value received) will constitute, the valid and legally binding obligations of such SellerBuyer, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity.

Authorization, Validity and Effect of Agreements. Such Seller Buyer has the requisite corporate power and authority to execute and deliver this Agreement and all agreements and documents contemplated hereby (including, without limitation, the Tender Offer Agreement). The consummation by such Seller Buyer of the transactions contemplated hereby has been duly authorized by all requisite corporate action. This Agreement constitutes, and all agreements and documents contemplated hereby (when executed and delivered pursuant hereto for value received) will constitute, the valid and legally binding obligations of such SellerBuyer, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity.

Authorization, Validity and Effect of Agreements. Such Seller Buyer has the requisite corporate power and authority to execute and deliver this Agreement and all agreements and documents contemplated hereby (includingherein, without limitation, the Tender Offer Agreement)as applicable. The consummation by such Seller Buyer of the transactions contemplated hereby herein has been duly authorized by all requisite corporate action. This Agreement constitutes, and all agreements and documents contemplated hereby herein to be executed by Buyer (when executed and delivered pursuant hereto for value received) will constitute, the valid and legally binding obligations of such SellerBuyer, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium moratorium, fraudulent conveyance, reorganization or other similar laws relating to creditors' rights and general principles of equity, whether at equity or at law.

Authorization, Validity and Effect of Agreements. Such Seller has the requisite corporate power and authority to execute and deliver this Agreement and all agreements and documents contemplated hereby (including, without limitation, the Tender Offer Agreement)and to perform its obligations hereunder and thereunder. The consummation by such Seller of the transactions contemplated hereby has been duly authorized by all requisite corporate action. This Agreement constitutes, and all agreements and documents contemplated hereby (when executed and delivered pursuant hereto for value received) will constitute, the valid and legally binding obligations of such Seller, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity.

Authorization, Validity and Effect of Agreements. Such Seller Buyer has the requisite corporate power and authority to execute and deliver this Agreement and all agreements and documents contemplated hereby (including, without limitation, the Tender Offer Agreement)and to perform its obligations hereunder and thereunder. The consummation by such Seller Buyer of the transactions contemplated hereby has been duly authorized by all requisite corporate action. This Agreement constitutes, and all agreements and documents contemplated hereby (when executed and delivered pursuant hereto for value received) will constitute, the valid and legally binding obligations of such SellerBuyer, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity.

Authorization, Validity and Effect of Agreements. Such Seller Buyer has the requisite corporate power and authority to execute and deliver this Agreement and all agreements and documents contemplated hereby (including, without limitation, the Tender Offer Agreement)and to perform its obligations hereunder and thereunder. The consummation by such Seller Buyer of the transactions contemplated hereby has been duly authorized by all requisite corporate action. This Agreement constitutes, and all agreements and documents contemplated hereby (when executed and delivered pursuant hereto for value received) will constitute, the valid and legally binding obligations of such SellerBuyer, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' ’ rights and general principles of equity.

Authorization, Validity and Effect of Agreements. Such Seller Buyer has the requisite corporate power and authority to execute and deliver this Agreement and all agreements and documents contemplated hereby (including, without limitation, the Tender Offer Agreement)to which Buyer is a party. The consummation by such Seller Buyer of the transactions contemplated hereby has been duly authorized by all requisite corporate action. This Agreement constitutes, and all agreements and documents contemplated hereby (when executed and delivered pursuant hereto for value received) will constitute, the valid and legally binding obligations of such SellerBuyer, enforceable against Buyer in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity.