Common use of Corporate Authority; Binding Effect Clause in Contracts

Corporate Authority; Binding Effect. (a) Each Seller has all requisite corporate power and authority to execute and deliver the Transaction Documents and to perform its obligations hereunder and thereunder. The execution and delivery by each Seller of the Transaction Documents and each other document, agreement or instrument to be executed and delivered by such Seller pursuant to the Transaction Documents, and the performance by such Seller of its respective obligations hereunder and thereunder, have been, or will have been at the Closing, duly authorized by all requisite corporate action on the part of such Seller. No approval or other proceeding of either Seller’s stockholders is necessary to authorize the Transaction Documents and the transactions contemplated thereby. (b) The Transaction Documents, when executed and delivered by each Seller, assuming due execution and delivery hereof and thereof by Purchaser, constitute the valid and binding obligations of such Seller, enforceable against such Seller in accordance with their terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Corporate Authority; Binding Effect. (a) Each Seller has all requisite corporate power and authority to execute and deliver the Transaction Documents this Agreement and to perform its obligations hereunder hereunder. At Closing, each Seller Entity will have all requisite authority to execute and thereunderdeliver each document, agreement or instrument to be executed and delivered pursuant to this Agreement. The execution and delivery by Seller and each Seller Entity, as applicable, of the Transaction Documents this Agreement and each other document, agreement or instrument to be executed and delivered by such Seller and each Seller Entity pursuant to the Transaction Documentsthis Agreement, and the performance by such Seller and each Seller Entity of its respective obligations hereunder and thereunder, have been, or will have been at the Closing, duly authorized by all requisite corporate action on the part of such Seller. No approval or other proceeding of either Seller’s stockholders is necessary to authorize the Transaction Documents Seller and the transactions contemplated therebyeach Seller Entity. (b) The Transaction DocumentsThis Agreement, when executed and delivered by each Seller, assuming due execution and delivery hereof and thereof by Purchaser, constitute constitutes the valid and binding obligations of such Seller, enforceable against such Seller in accordance with their its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Corporate Authority; Binding Effect. (a) Each Seller has all requisite corporate power and authority to execute and deliver the Transaction Documents this Agreement and to perform its obligations hereunder hereunder. Each Affiliate of Seller that is or will be a party to an Ancillary Agreement has all requisite authority to execute and deliver such Ancillary Agreement and to perform its obligations thereunder. The execution and delivery by each Seller of the Transaction Documents this Agreement and each other document, agreement or instrument to be executed and delivered by such Seller pursuant to the Transaction Documentsthis Agreement, and the performance by such Seller of its respective obligations hereunder and thereunder, have been, or will have been at the Closing, duly authorized by all requisite corporate action on the part of such Seller. No approval or other proceeding of either Seller’s stockholders is necessary to authorize the Transaction Documents and the transactions contemplated thereby. (b) The Transaction DocumentsThis Agreement, and each Ancillary Agreement when executed and delivered by each Seller or an Affiliate of Seller, assuming due execution and delivery hereof and thereof by Purchasereach of the other parties hereto and thereto, constitute the valid and binding obligations of Seller and such SellerAffiliate, respectively, enforceable against Seller and such Seller Affiliate in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).