Common use of Authorization; Validity of Agreements Clause in Contracts

Authorization; Validity of Agreements. Such Seller has the requisite corporate, company or other entity power and authority to execute and deliver each of the Transaction Documents to which it is a party and to consummate the Contemplated Transactions. The execution, delivery and performance by such Seller of each of the Transaction Documents to which it is a party, and the consummation by such Seller of the Contemplated Transactions, have been duly authorized by such Seller, and no other proceedings, actions or authorizations on the part of such Seller or any holders of Equity Interests in such Seller are necessary to authorize the execution and delivery by such Seller of any Transaction Document to which it is a party or the consummation by such Seller of the Contemplated Transactions. Each of the Transaction Documents to which such Seller is a party has been duly executed and delivered by such Seller, or will at the Closing be duly executed and delivered by such Seller, and constitutes, or will constitute at Closing, the legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except that (a) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and (b) general equitable principles.

Authorization; Validity of Agreements. Such Each Seller has the requisite corporate, company or other entity power and authority to execute and deliver each of deliver, and perform its obligations under, the Transaction Documents to which it is specified to be a party and to consummate the Contemplated TransactionsTransactions thereunder. The execution, delivery and performance by such Seller of each of the Transaction Documents to which it is specified to be a party, and the consummation by such Seller of the Contemplated TransactionsTransactions thereunder, have been duly authorized by such Seller, and no other proceedings, actions or authorizations company proceedings on the part of such Seller or any holders of Equity Interests in such Seller are necessary to authorize the execution such Seller’s execution, delivery and delivery by such Seller performance of any Transaction Document to which it is specified to be a party or the consummation by such Seller of the Contemplated TransactionsTransactions thereunder. Each of the Transaction Documents to which such Seller is a party This Agreement has been duly executed and delivered by such each Seller. Assuming the due and valid authorization, execution and delivery of this Agreement by the other Parties hereto, this Agreement constitutes a legal, valid and binding obligation of each Seller, or will at enforceable against such Seller in accordance with its terms, subject to the Closing Bankruptcy and Equity Exclusion. Assuming the due and valid authorization, execution and delivery thereof by each other party thereto, each other Transaction Document to which each Seller is specified to be duly a party (when executed and delivered by such Seller, and constitutes, or will ) shall constitute at Closing, the a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except that (a) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, the Bankruptcy and (b) general equitable principlesEquity Exclusion.

Authorization; Validity of Agreements. Such Seller has the requisite corporate, company or other entity power and authority to execute and deliver each of deliver, and perform its obligations under, the Transaction Documents to which it is, or is specified to be, a party and to consummate the Contemplated TransactionsTransactions hereunder and thereunder. The execution, delivery and performance by such Seller of each of the Transaction Documents to which it is, or is specified to be, a party, and the consummation by such Seller of the Contemplated TransactionsTransactions hereunder and thereunder, have been duly authorized by such Seller, and no other proceedings, actions or authorizations company proceedings on the part of such Seller or any holders of Equity Interests in such Seller are necessary to authorize the execution Seller’s execution, delivery and delivery by such Seller performance of any Transaction Document to which it is, or is specified to be, a party or the consummation by such Seller of the Contemplated TransactionsTransactions hereunder and thereunder. Each This Agreement has been, and each of the other Transaction Documents to which such Seller is specified to be a party has been will be, duly executed and delivered by such Seller. Assuming the due and valid authorization, or will at execution and delivery of this Agreement by Buyer and the Closing be duly executed and delivered by such SellerCompany, and constitutes, or will constitute at Closing, the this Agreement constitutes a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except that (a) such enforcement may be subject to applicable bankruptcythe Enforceability Exceptions. Assuming the due and valid authorization, insolvencyexecution and delivery thereof by each other party thereto, reorganizationeach other Transaction Document to which Seller is specified to be a party (when executed and delivered by Seller) shall constitute a legal, moratorium or other similar Lawsvalid and binding obligation of Seller, now or hereafter enforceable against Seller in effectaccordance with its terms, affecting creditors’ rights generally, and (b) general equitable principlessubject to the Enforceability Exceptions.