Common use of Authorization; Validity of Agreements Clause in Contracts

Authorization; Validity of Agreements. The Company has the requisite corporate power and authority to execute and 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 Transactions hereunder and thereunder. The execution, delivery and performance by the Company of the Transaction Documents to which it is, or is specified to be, a party, and the consummation by the Company of the Contemplated Transactions hereunder and thereunder, have been duly authorized by the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the Company’s execution, delivery and performance of any Transaction Document to which it is, or is specified to be, a party or the consummation by the Company of the Contemplated Transactions hereunder and thereunder. This Agreement has been, and each of the other Transaction Documents to which the Company is specified to be a party will be, duly executed and delivered by the Company. Assuming the due and valid authorization, execution and delivery of this Agreement by Buyer and Seller, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company 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) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought (the foregoing clauses (a) and (b), collectively, the “Enforceability Exceptions”). Assuming the due and valid authorization, execution and delivery thereof by each other party thereto, each other Transaction Document to which the Company is specified to be a party (when executed and delivered by the Company) shall constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Validity of Agreements. The Company has the requisite corporate power and authority to execute and deliver, and perform its obligations under, this Agreement and the other Transaction Documents to which it is, the Company will be a party or is specified contemplated hereunder to be, be a party and to consummate the Contemplated Transactions hereunder and thereunder. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is, the Company will be party or is specified contemplated hereunder to be, be a party, and the consummation by the Company of the Contemplated Transactions hereunder and thereunder, have been duly authorized by all necessary limited liability company action on the part of the Company, and no other corporate limited liability company or other proceedings on the part of the Company are necessary to authorize the Company’s execution, delivery and performance of this Agreement or any other Transaction Document to which it is, the Company will be party or is specified contemplated hereunder to be, be a party or the consummation by the Company of the Contemplated Transactions hereunder and or thereunder. This Agreement has been, and each of the other Transaction Documents Document to which the Company will be a party or is specified contemplated hereunder to be a party has been (or, in the case of any Transaction Document to be executed and delivered by the Company as of the Closing, will be, ) duly executed and delivered by the Company. Assuming the due and valid authorization, execution and delivery by Buyer of this Agreement by Buyer and Sellerany other Transaction Document to which the Company is will be party or is contemplated hereunder to be a party, this Agreement and each such other Transaction Documents to which the Company is will be party or is contemplated to be a party hereunder constitutes (or, in the case of any Transaction Document to be executed and delivered by the Company as of the Closing, will constitute) a legal, valid and binding obligation of the Company, enforceable against the Company 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) the remedy of specific performance and injunctive and other general forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought (the foregoing clauses (a) and (b), collectively, the “Enforceability Exceptions”). Assuming the due and valid authorization, execution and delivery thereof by each other party thereto, each other Transaction Document to which the Company is specified to be a party (when executed and delivered by the Company) shall constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptionsbrought.

Authorization; Validity of Agreements. The Company Seller has the requisite corporate power and authority to execute and deliver, and perform its obligations under, this Agreement and the other Transaction Documents to which it is, or Xxxxxx is specified contemplated hereunder to be, be a party and to consummate the Contemplated Transactions hereunder and thereunder. The execution, delivery and performance by Seller of this Agreement and the Company of the other Transaction Documents to which it is, Seller will be a party or is specified contemplated hereunder to be, be a party, and the consummation by the Company Seller of the Contemplated Transactions hereunder and thereunder, have been duly authorized by the Company, and no all necessary limited liability company or other corporate proceedings on the part of the Company are Seller necessary to authorize the CompanySeller’s execution, delivery and performance of this Agreement or any other Transaction Document to which it is, Seller will be a party or is specified contemplated hereunder to be, be a party or the consummation by the Company Xxxxxx of the Contemplated Transactions hereunder and or thereunder. This Agreement has been, and each of the other Transaction Documents Document to which the Company Seller will be a party or is specified contemplated hereunder to be a party has been (or, in the case of any Transaction Document to be executed and delivered by Seller as of the Closing, will be, ) duly executed and delivered by the CompanySeller. Assuming the due and valid authorization, execution and delivery by each other party hereto and thereto of this Agreement by Buyer and Sellerany other Transaction Document to which Seller will be a party or is contemplated hereunder to be a party, this Agreement and each such other Transaction Document to which Seller will be a party or is contemplated to be a party hereunder constitutes (or, in the case of any Transaction Document to be executed and delivered by Seller as of the Closing, will constitute) a legal, valid and binding obligation obligations of the CompanySeller, enforceable against the Company 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) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought (the foregoing clauses (a) and (b), collectively, the “Enforceability Exceptions”). Assuming the due and valid authorization, execution and delivery thereof by each other party thereto, each other Transaction Document to which the Company is specified to be a party (when executed and delivered by the Company) shall constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptionsbrought.

Authorization; Validity of Agreements. The Company (a) Each Seller that is an individual has full legal capacity to enter into this Agreement and each of the requisite corporate Related Agreements to which such Seller is a party, and to perform such Seller’s obligations hereunder and thereunder, and is a resident of the State listed underneath such Seller’s name on the signature page to this Agreement, and no Person has any community property rights not addressed by an executed spousal/domestic partner consent in the form of Exhibit 5.7 by virtue of marriage or otherwise in any of such Seller’s Shares. Each Seller that is an entity has full power and authority to execute and deliver, deliver this Agreement and perform its obligations under, each of the Transaction Documents Related Agreements to which it is, or such Seller is specified to be, a party and to consummate the Contemplated Transactions hereunder transactions contemplated hereby and thereunderthereby. The With respect to each Seller that is an entity, the execution, delivery and performance by the Company such Seller of this Agreement and each of the Transaction Documents Related Agreements to which it is, or such Seller is specified to be, a party, and the consummation by the Company of the Contemplated Transactions hereunder transactions contemplated hereby and thereunderthereby, have been duly authorized by the Companysuch Seller’s board of directors or comparable governing body, and no other corporate proceedings action on the part of the Company are such Seller is necessary to authorize the Company’s execution, execution and delivery and performance by such Seller of any Transaction Document to which it is, or is specified to be, a party or the consummation by the Company of the Contemplated Transactions hereunder and thereunder. This this Agreement has been, and each of the other Transaction Documents Related Agreements to which the Company such Seller is specified to be a party will beand the consummation by such Seller of the transactions contemplated hereby and thereby. The spousal/domestic partner consent substantially in the form attached as Exhibit 5.7 hereto being executed by such Seller’s spouse or domestic partner, if applicable, with respect to such Seller’s Shares is enforceable against such Person in accordance with its terms. (b) This Agreement and each of the Related Agreements to which each Seller is a party have been duly authorized, executed and delivered by the Company. Assuming the such Seller and, assuming due and valid authorization, execution and delivery of this Agreement by Buyer and Sellerthe other parties to such agreements, this Agreement constitutes a legal, are valid and binding obligation obligations of the Companysuch Seller, enforceable against the Company such Seller in accordance with its their respective terms, except that (ai) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Lawslaws, now or hereafter in effect, affecting creditors’ rights generally; generally and (bii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding proceeding therefor may be brought (the foregoing clauses (a) and (b), collectively, the “Enforceability Exceptions”). Assuming the due and valid authorization, execution and delivery thereof by each other party thereto, each other Transaction Document to which the Company is specified to be a party (when executed and delivered by the Company) shall constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptionsbrought.