Common use of Corporate Authorization and Binding Effect Clause in Contracts

Corporate Authorization and Binding Effect. The execution, delivery and performance by Purchaser of the Transaction Documents and the Transactions have been duly and validly authorized by all necessary corporate action of Purchaser prior to the date of this Agreement. This Agreement is a valid and legally binding obligation of Purchaser, and the other Transaction Documents to which Purchaser is or will be a party, have been, or at Closing will be, duly executed and delivered by each such party and assuming due authorization, execution, and delivery of the Transaction Documents by the other parties thereto, constitute, or at Closing will constitute, legal, valid and binding agreements of Purchaser, enforceable against such party in accordance with their respective terms, except as enforceability may be limited by the Bankruptcy and Equity Exception.

Corporate Authorization and Binding Effect. The execution, delivery and performance by Purchaser of the Transaction Documents and the Transactions have been duly and validly authorized by all necessary corporate action of Purchaser prior to the date of this Agreement. This Agreement is a valid and legally binding obligation of Purchaser, and the other Transaction Documents to which Purchaser is or will be a party, have been, or at Closing will be, duly executed and delivered by each such party and assuming due authorization, execution, and delivery of the Transaction Documents by the other parties thereto, constitute, or at Closing will constitute, legal, valid and binding agreements of Purchaser, enforceable against such party in accordance with their respective terms, except as enforceability may be limited by the Bankruptcy and Equity Exception.Exception.‌

Corporate Authorization and Binding Effect. The execution, delivery and performance by Purchaser each of the Sellers of the Transaction Documents and the Transactions have been duly and validly authorized by all necessary corporate action of Purchaser each of the Sellers prior to the date of this Agreement. This Agreement is a valid and legally binding obligation of Purchasereach of the Sellers, and the other Transaction Documents to which Purchaser such Seller is or will be a party, have been, or at Closing will be, duly executed and delivered by each such party and assuming due authorization, execution, and delivery of the Transaction Documents by the other parties thereto, constitute, or at Closing will constitute, legal, valid and binding agreements of Purchasersuch Seller, enforceable against such party Seller in accordance with their respective terms, except as enforceability may be limited by the Bankruptcy and Equity Exception.Exception.‌

Corporate Authorization and Binding Effect. The execution, delivery and performance by Purchaser each of the Sellers of the Transaction Documents and the Transactions have been duly and validly authorized by all necessary corporate action of Purchaser each of the Sellers prior to the date of this Agreement. This Agreement is a valid and legally binding obligation of Purchasereach of the Sellers, and the other Transaction Documents to which Purchaser such Seller is or will be a party, have been, or at Closing will be, duly executed and delivered by each such party and assuming due authorization, execution, and delivery of the Transaction Documents by the other parties thereto, constitute, or at Closing will constitute, legal, valid and binding agreements of Purchasersuch Seller, enforceable against such party Seller in accordance with their respective terms, except as enforceability may be limited by the Bankruptcy and Equity Exception.