Common use of Corporate Authorization; Approvals Clause in Contracts

Corporate Authorization; Approvals. Parent and the Purchaser each have the requisite corporate power and authority to execute and deliver this agreement and consummate the Merger. The execution, delivery and performance by the Parent and the Purchaser of this Agreement and the consummation by the Parent and the Purchaser of the Merger have been duly authorized by all necessary corporate action and no other corporate action on the part of Parent or the Purchaser is necessary to authorize the consummation of the Merger. This Agreement has been duly and validly executed and delivered by Parent, the Purchaser and Xxxxxxx and, assuming that this Agreement constitutes the valid and binding obligation of the Company, this Agreement constitutes a valid and binding agreement of each of the Parent, the Purchaser and Xxxxxxx, enforceable in accordance with its terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors' rights generally or by general equitable or fiduciary principles.

Corporate Authorization; Approvals. Parent and the Purchaser each have (a) The Company has the requisite corporate power and authority to execute execute, deliver and deliver perform this agreement and Agreement and, subject to the Company Stockholder Approval, to consummate the Merger. The execution, delivery and performance by the Parent and the Purchaser of this Agreement by the Company and the consummation by the Parent and the Purchaser Company of the Merger have been duly authorized by all necessary corporate action and on the part of the Company, and, except for the Company Stockholder Approval, no other corporate action on the part of Parent or the Purchaser Company is necessary to authorize the consummation of the Merger. This Agreement has been duly and validly executed and delivered by Parent, the Purchaser and Xxxxxxx Company and, assuming that this Agreement constitutes a valid and binding obligation of Xxxxxxx, Parent and the Purchaser, this Agreement constitutes a valid and binding obligation of the Company, this Agreement constitutes a valid and binding agreement of each of enforceable against the Parent, the Purchaser and Xxxxxxx, enforceable Company in accordance with its terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors' ’ rights generally or by general equitable or fiduciary principles.

Corporate Authorization; Approvals. Parent and the Purchaser each have The Company has the requisite corporate power and authority to execute and deliver this agreement and Agreement and, subject to the Company Stockholder Approval (as defined in Section 4.15 below) of this Agreement, as required by applicable law, to consummate the Merger. The execution, delivery and performance by the Parent and the Purchaser of this Agreement by the Company and the consummation by the Parent and the Purchaser Company of the Merger have been duly authorized by all necessary corporate action and on the part of the Company, and, except for the Company Stockholder Approval, no other corporate action on the part of Parent or the Purchaser Company is necessary to authorize the consummation of the Merger. This Agreement has been duly and validly executed and delivered by Parent, the Purchaser and Xxxxxxx Company and, assuming that this Agreement constitutes the a valid and binding obligation of Centex and Acquirer, this Agreement constitutes a valid and binding obligation of the Company, this Agreement constitutes a valid and binding agreement of each of enforceable against the Parent, the Purchaser and Xxxxxxx, enforceable Company in accordance with its terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors' rights generally or by general equitable or fiduciary principles.