Common use of Authorization, Validity and Execution Clause in Contracts

Authorization, Validity and Execution. Each Seller has all necessary corporate or equivalent organizational power and authority to (a) execute and deliver this Agreement or the Ancillary Agreements, as applicable, (b) perform its respective obligations hereunder and thereunder and (c) consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement has been, and each Ancillary Agreement to be executed by a Seller or an Affiliate of a Seller will be on or prior to the Closing Date, duly authorized by all necessary action on the part of each Seller and its Affiliates. Assuming the due execution of this Agreement and the Ancillary Agreements by Purchaser, this Agreement and each Ancillary Agreement is or will be a legal, valid and binding obligation of such Seller or Affiliate of Seller, as applicable, enforceable against each in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, receivership and similar Laws affecting the enforcement of creditors’ rights generally and to general equitable principles.

Authorization, Validity and Execution. Each Seller of Buyer and Guarantor has all necessary corporate or equivalent organizational power and authority to (a) to execute and deliver this Agreement or and, in the case of Buyer, the Ancillary Agreements, as applicable, (b) to perform its respective obligations hereunder and thereunder under this Agreement and, in the case of Buyer, the Ancillary Agreements and (c) to consummate the transactions contemplated hereby and therebyunder this Agreement and, in the case of Buyer, the Ancillary Agreements. The execution, delivery and performance of this This Agreement has been, and each of the Ancillary Agreement to be executed by a Seller or an Affiliate of a Seller Agreements will be on or prior to before the Closing Date, duly authorized executed and delivered by all necessary action on Buyer and Guarantor, as applicable, and, assuming the part due execution of each hereof and thereof by Seller and its Affiliates. Assuming the due execution of this Agreement and the Ancillary Agreements by Purchaser, this Agreement and each Ancillary Agreement is or as applicable, will be constitute a legal, valid and binding obligation of such Seller or Affiliate each of Seller, as applicableBuyer and Guarantor, enforceable against each it in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, receivership and similar Laws laws affecting the enforcement of creditors’ rights generally and to general equitable principles.