Common use of Authorization, Validity and Execution Clause in Contracts

Authorization, Validity and Execution. Each Seller Company has all necessary power and authority (a) to execute and deliver this Agreement and the other agreements, documents and instruments to be executed by such Seller Company in connection with the transactions contemplated hereby (such other agreements, documents and instruments, the “Seller Documents”), (b) to perform (or cause to be performed) its obligations hereunder and thereunder and (c) to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Seller Documents, and consummation of the transactions contemplated hereby and thereby, has been duly authorized by the Board of Directors of each of the Seller Companies and, to the extent required by Applicable Law or the organizational documents of any Seller Company, the stockholder of any Seller Company, and no other corporate or stockholder action is necessary to authorize the execution and delivery by Seller and the Selling Subsidiaries of this Agreement and the Seller Documents and the consummation by each of them of the transactions contemplated hereby and thereby. This Agreement has been, and each of the Seller Documents will be on or prior to the Closing Date, duly executed and delivered by Seller and the Selling Subsidiaries, as applicable, and, assuming the due execution of this Agreement by the Purchaser Companies, is a legal, valid and binding obligation of Seller and each of the Selling Subsidiaries, 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 Purchaser Company has all necessary power and authority (a) to execute and deliver this Agreement and the other agreements, documents and instruments to be executed by such Seller Purchaser Company in connection with the transactions contemplated hereby (such other agreements, documents and instruments, the “Seller Purchaser Documents”), (b) to perform (or cause to be performed) its obligations hereunder and thereunder and (c) to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each of the Purchaser Companies of this Agreement and the Seller Purchaser Documents, and the consummation of the transactions contemplated hereby and thereby, has have been duly authorized by the Board of Directors of each of the Seller Companies and, to the extent required by Applicable Law or the organizational documents of any Seller Company, the stockholder of any Seller CompanyPurchaser Companies, and no other corporate or stockholder action on the part of the Purchaser Companies is necessary to authorize the execution and delivery by Seller and each of the Selling Subsidiaries Purchaser Companies of this Agreement and the Seller Purchaser Documents and the consummation by each of them it of the transactions contemplated hereby and thereby. This Agreement has been, and each of the Seller Purchaser Documents will be on or prior to the Closing Date, duly executed and delivered by Seller and the Selling SubsidiariesPurchaser Companies, as applicable, and, assuming the due execution of this Agreement by the Purchaser Seller Companies, is a legal, valid and binding obligation of Seller and each of the Selling SubsidiariesPurchaser Companies, 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 Company has all necessary power and authority (a) to execute and deliver this Agreement and the other agreements, documents and instruments to be executed by such Seller Company in connection with the transactions contemplated hereby (such other agreements, documents and instruments, the “"Seller Documents”"), (b) to perform (or cause to be performed) its obligations hereunder and thereunder and (c) to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Seller Documents, and consummation of the transactions contemplated hereby and thereby, has been duly authorized by the Board of Directors of each of the Seller Companies and, to the extent required by Applicable Law or the organizational documents of any Seller Company, the stockholder of any Seller Company, and no other corporate or stockholder action is necessary to authorize the execution and delivery by Seller and the Selling Subsidiaries of this Agreement and the Seller Documents and the consummation by each of them of the transactions contemplated hereby and thereby. This Agreement has been, and each of the Seller Documents will be on or prior to the Closing Date, duly executed and delivered by Seller and the Selling Subsidiaries, as applicable, and, assuming the due execution of this Agreement by the Purchaser Companies, is a legal, valid and binding obligation of Seller and each of the Selling Subsidiaries, 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 Purchaser Company has all necessary power and authority (a) to execute and deliver this Agreement and the other agreements, documents and instruments to be executed by such Seller Purchaser Company in connection with the transactions contemplated hereby (such other agreements, documents and instruments, the “Seller "Purchaser Documents”"), (b) to perform (or cause to be performed) its obligations hereunder and thereunder and (c) to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each of the Purchaser Companies of this Agreement and the Seller Purchaser Documents, and the consummation of the transactions contemplated hereby and thereby, has have been duly authorized by the Board of Directors of each of the Seller Companies and, to the extent required by Applicable Law or the organizational documents of any Seller Company, the stockholder of any Seller CompanyPurchaser Companies, and no other corporate or stockholder action on the part of the Purchaser Companies is necessary to authorize the execution and delivery by Seller and each of the Selling Subsidiaries Purchaser Companies of this Agreement and the Seller Purchaser Documents and the consummation by each of them it of the transactions contemplated hereby and thereby. This Agreement has been, and each of the Seller Purchaser Documents will be on or prior to the Closing Date, duly executed and delivered by Seller and the Selling SubsidiariesPurchaser Companies, as applicable, and, assuming the due execution of this Agreement by the Purchaser Seller Companies, is a legal, valid and binding obligation of Seller and each of the Selling SubsidiariesPurchaser Companies, 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.