Authorization; Validity; Execution and Delivery; Enforceability Sample Clauses

Authorization; Validity; Execution and Delivery; Enforceability. (a) Each Acquired Entity has the requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Acquired Entity of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors or equivalent authority of each Acquired Entity, and no other corporate action on the part of the Acquired Entities is or will be necessary to authorize the execution, delivery and performance by the Acquired Entities of this Agreement or the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby. (b) This Agreement, the Ancillary Agreements and each of the other documents to which each Acquired Entity are a party have been duly executed and delivered by each Acquired Entity, and, assuming due and valid authorization, execution and delivery hereof and thereof by Parent, Purchaser and each other party hereto or thereto, is or will be a valid and binding obligation of each Acquired Entity, enforceable against each Acquired Entity in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar Laws of general application affecting enforcement of creditors’ rights generally and (ii) that the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought.