Common use of Authorization; Validity Clause in Contracts

Authorization; Validity. Each Seller has the requisite power and authority to execute and deliver this Agreement and the other documents and instruments to be executed and delivered by it pursuant hereto and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement by each Seller and the other agreements to be executed and delivered by such Seller pursuant hereto, and the performance by such Seller of its obligations hereunder, including the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of each Seller, including by any action or required approval of the equityholder or equityholders of each Seller. This Agreement has been duly and validly executed and delivered by each Seller and (assuming this Agreement constitutes a valid and binding obligation of Buyer and each of the other agreements to be executed and delivered by parties pursuant hereto other than Sellers constitute a valid and binding obligation of such other parties and subject to Bankruptcy Court Approval) constitutes, and each of the other agreements to be executed and delivered by each Seller pursuant hereto upon such Seller's execution and delivery will constitute, valid and legally binding obligations of such Seller enforceable against such Seller in accordance with its respective terms.

Authorization; Validity. Each Seller of Purchaser and IP Purchaser has the all requisite corporate power and authority to execute enter into this Agreement and deliver the related agreements referred to herein and to carry out its obligations hereunder and thereunder. The execution and delivery by Purchaser and IP Purchaser of this Agreement and the other documents and instruments to be executed and delivered by it Purchaser and/or IP Purchaser pursuant hereto and the consummation by Purchaser and IP Purchaser of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of Purchaser and the Board of Directors of IP Purchaser. No further corporate act or proceeding on the part of Purchaser is necessary to perform its obligations hereunder and thereunder. The execution and delivery of authorize this Agreement by each Seller and or the other agreements documents and instruments to be executed and delivered by such Seller Purchaser pursuant hereto, and the performance by such Seller of its obligations hereunder, including hereto or the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action hereby and thereby. No further company act or proceeding on the part of each Seller, including by any action or required approval of the equityholder or equityholders of each Seller. This Agreement has been duly and validly executed and delivered by each Seller and (assuming IP Purchaser is necessary to authorize this Agreement constitutes a valid and binding obligation of Buyer and each of or the other agreements documents and instruments to be executed and delivered by parties IP Purchaser pursuant hereto other than Sellers constitute a valid and binding obligation of such other parties and subject to Bankruptcy Court Approval) constitutes, and each or the consummation of the other agreements transactions contemplated hereby and thereby. This Agreement and the related agreements, documents and instruments referred to be herein to which Purchaser or IP Purchaser is a party have been duly executed and delivered by each Seller pursuant hereto upon such Seller's execution Purchaser and/or IP Purchaser, as applicable, and delivery will constitute, constitute the valid and legally binding obligations of such Seller Purchaser and/or IP Purchaser, as applicable, enforceable against such Seller it in accordance with its their respective terms.

Authorization; Validity. Each Seller has the requisite power (a) The execution and authority to execute and deliver delivery of this Agreement and the other agreements, documents and instruments to be executed and delivered by it pursuant hereto and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement by each Seller and the Shareholders pursuant hereto (the "Ancillary Instruments") --------------------- and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the board of directors of Seller, and by every shareholder of Seller. No other agreements or further corporate act or proceeding on the part of Seller is necessary to authorize this Agreement or the Ancillary Instruments to be executed and delivered by such Seller or the Shareholders pursuant hereto, and the performance by such Seller of its obligations hereunder, including hereto or the consummation of the transactions contemplated hereby, have been duly authorized by hereby and thereby. (b) Each of Seller and all necessary corporate action on the part of each Seller, including by any action or required approval of the equityholder or equityholders of each SellerShareholders has full power, legal right and authority to enter into, execute and deliver this Agreement and the Ancillary Instruments contemplated hereby and to carry out the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Seller and (assuming this Agreement constitutes a valid all of the Shareholders and binding obligation of Buyer is, and when executed and delivered each of the other agreements Ancillary Instruments to be executed and delivered by parties any or all of them pursuant hereto other than Sellers constitute a will be, the legal, valid and binding obligation of such other parties and subject to Bankruptcy Court Approval) constitutes, and each of the other agreements to be executed and delivered by each Seller pursuant hereto upon such Seller's execution and delivery will constitute, valid and legally binding obligations of such Seller them enforceable against such Seller in accordance with its respective terms, subject, as to enforcement, to bankruptcy, insolvency, moratorium, reorganization and other laws of general application affecting the enforcement of creditors rights and to the availability of equitable remedies.

Authorization; Validity. Each Seller has the all requisite power and authority to execute and deliver enter into this Agreement Agreement, the Ancillary Documents to which it is a named party and the other related agreements, documents and instruments referred to be executed and delivered by it pursuant hereto herein or contemplated hereby and to perform carry out its obligations hereunder and thereunder. The execution and delivery by Seller of this Agreement by each Seller Agreement, the Ancillary Documents to which it is a named party and the other agreements related agreements, documents and instruments referred to be executed and delivered by such Seller pursuant hereto, herein or contemplated hereby and the performance consummation by such Seller of its obligations hereunder, including the consummation of the transactions contemplated hereby, hereby and thereby have been duly authorized by all necessary corporate entity action on the part of each Seller, including by any action or required approval of the equityholder or equityholders of each Seller. This Agreement has been duly and validly executed and delivered by each No further act or proceeding on the part of Seller and (assuming is necessary to authorize this Agreement constitutes Agreement, the Ancillary Documents to which it is a valid and binding obligation of Buyer and each of the other agreements named party or any related documents or instruments to be executed and delivered by parties Seller pursuant hereto other than Sellers constitute a valid and binding obligation or thereto or the consummation of such other parties and subject to Bankruptcy Court Approval) the transactions contemplated hereby or thereby. This Agreement constitutes, and each of when executed and delivered the other agreements Ancillary Documents to which Seller is a named party and the related agreements, documents and instruments to be executed and delivered by each Seller pursuant hereto upon such Seller's execution and delivery will constitute, constitute the valid and legally binding obligations of such Seller enforceable against such Seller it in accordance with its their respective terms, except as may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally, and by general equitable principles.

Authorization; Validity. Each Seller has the all requisite power and authority to execute execute, deliver and perform its obligations under this Agreement, and the Transition Services Agreement, the Bill of Sale, the IP Assignment (as such term is defined herein), xxx all other agreements, documents and instruments required to be executed by Seller pursuant hereto (collectively, the "SELLER AGREEMENTS"), and to consummate the transactions contemplated hereby and thereby. CHC has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby and thereby. All necessary corporate action has been taken by Seller with respect to the execution, delivery and performance by Seller of this Agreement and the other documents Seller Agreements and instruments the consummation of the transactions contemplated hereby and thereby, and no further corporate authorization will be necessary to be executed and delivered by it pursuant hereto and to perform its obligations hereunder and thereunder. The authorize the execution and delivery by Seller and the performance of its obligations under this Agreement or the Seller Agreements. All necessary corporate action has been taken by CHC with respect to the execution, delivery and performance by CHC of this Agreement by each Seller and the other agreements to be executed and delivered by such Seller pursuant hereto, and the performance by such Seller of its obligations hereunder, including the consummation of the transactions contemplated hereby, have been duly authorized and no further corporate authorization will be necessary to authorize the execution and delivery by all necessary corporate action on CHC and the part performance of each Seller, including by any action or required its obligations under this Agreement (other than the requisite approval of the equityholder or equityholders transactions contemplated hereby by the shareholders of each Seller. This Agreement has been duly and validly executed and delivered by each Seller and (assuming this Agreement constitutes a valid and binding obligation of Buyer and each of the other agreements to be executed and delivered by parties pursuant hereto other than Sellers constitute a valid and binding obligation of such other parties and subject to Bankruptcy Court Approval) constitutes, and each of the other agreements to be executed and delivered by each Seller pursuant hereto upon such Seller's execution and delivery will constitute, valid and legally binding obligations of such Seller enforceable against such Seller CHC in accordance with its respective termsCHC'S Certificate of Incorporation and the New York Business Corporation Law ("NYBCL")).