Common use of Corporate Authority; Authorization of Agreement Clause in Contracts

Corporate Authority; Authorization of Agreement. Seller has all ----------------------------------------------- requisite corporate power and authority to execute and deliver this Agreement, to consummate the transactions contemplated herein and to perform all of the terms and conditions to be performed by it as provided for in this Agreement. The execution and delivery of this Agreement by Seller, the performance by Seller of all of the terms and conditions to be performed by it and the consummation of the transactions contemplated herein have been duly authorized and approved by all necessary corporate action. This Agreement has been duly executed and delivered by Seller and constitutes the valid and binding obligation of Seller, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency or other Laws relating to or affecting the enforcement of creditors' rights and general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

Corporate Authority; Authorization of Agreement. Seller has all ----------------------------------------------- requisite corporate power and authority to execute and deliver this Agreement, to consummate the transactions contemplated herein and to perform all of the terms and conditions to be performed by it as provided for in this Agreement. The execution and delivery of this Agreement by Seller, the performance by Seller of all of the terms and conditions to be performed by it and the consummation of the transactions contemplated herein have been duly authorized and approved by all necessary corporate action. This Agreement has been duly executed and delivered by Seller and constitutes the valid and binding obligation of Seller, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency or other Laws relating to or affecting the enforcement of creditors' rights and general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). For purposes of this Article 10.2 only, the term "Agreement" shall also be deemed to include the documents executed by the parties at Closing (including such documents that are Exhibits to this Agreement).

Corporate Authority; Authorization of Agreement. Seller Buyer has all ----------------------------------------------- requisite corporate power and authority to execute and deliver this Agreement, to consummate the transactions contemplated herein and to perform all of the terms and conditions to be performed by it as provided for in this Agreement. The execution and delivery of this Agreement by SellerBuyer, the performance by Seller Buyer of all of the terms and conditions to be performed by it and the consummation of the transactions contemplated herein have been duly authorized and approved by all necessary corporate action. This Agreement has been duly executed and delivered by Seller Buyer and constitutes the valid and binding obligation of SellerBuyer, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency or other Laws relating to or affecting the enforcement of creditors' rights and general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

Corporate Authority; Authorization of Agreement. Each Seller that is an organization has all ----------------------------------------------- requisite corporate power and authority to execute and deliver this Agreement, to consummate the transactions contemplated herein and to perform all of the terms and conditions to be performed by it as provided for in this Agreement. The execution and delivery of this Agreement by SellerSellers, the performance by Seller Sellers of all of the terms and conditions to be performed by it and the consummation of the transactions contemplated herein have been duly authorized and approved by all necessary corporate action. This Agreement has been duly executed and delivered by Seller Sellers and constitutes the valid and binding obligation of SellerSellers, enforceable against it each Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency or other Laws relating to or affecting the enforcement of creditors' rights and general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

Corporate Authority; Authorization of Agreement. Seller Purchaser has all ----------------------------------------------- requisite corporate power and authority to execute and deliver this Agreement, to consummate the transactions contemplated herein hereby and to perform all of the terms and conditions hereof to be performed by it as provided for in this Agreementit. The execution and delivery of this Agreement by SellerPurchaser, the performance by Seller Purchaser of all of the terms and conditions hereof to be performed by it and the consummation of the transactions contemplated herein hereby have been duly authorized and approved by all necessary corporate actionthe Board of Directors of Purchaser. This Agreement has been duly executed and delivered by Seller Purchaser and constitutes the valid and binding obligation of SellerPurchaser, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency or other Laws laws relating to or affecting the enforcement of creditors' rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding at law in equity or in equity).at