Common use of Corporate Authorization; Binding Effect Clause in Contracts

Corporate Authorization; Binding Effect. ConAgra and each Acquiring Company and Acquired Company has all requisite power and authority to enter into this Agreement and each other agreement, document and instrument required to be executed in accordance herewith, including, without limitation, each of the documents the forms of which are attached as Exhibits hereto (collectively with the Agreement, the "Transaction Documents"), to which ConAgra or any such Acquiring Company or Acquired Company is a party and to consummate the transactions contemplated hereby or thereby. The execution and delivery of the Transaction Documents by ConAgra and each Acquiring Company and Acquired Company and the consummation by ConAgra and such Acquiring Company and Acquired Company of transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of ConAgra and such Acquiring Company and Acquired Company. This Agreement has been, and at the Closing each of the other Transaction Documents to which ConAgra and each Acquiring Company and Acquired Company is a party will be, duly executed and delivered by ConAgra and such Acquiring Company and Acquired Company. This Agreement constitutes, and upon execution and delivery thereof by ConAgra and each Acquiring Company and Acquired Company, the other Transaction Documents to which ConAgra and each Acquiring Company and Acquired Company is a party will constitute, the valid and binding obligations of ConAgra and each Acquiring Company and Acquired Company, enforceable against it in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity.

Corporate Authorization; Binding Effect. ConAgra (a) Seller and each Acquiring Company and Acquired Company Selling Entity, as the case may be, has all requisite or will have full corporate (or other limited company) power and authority to enter into execute and deliver this Agreement and and/or each other agreement, document and instrument required Transaction Document to be executed in accordance herewith, including, without limitation, each of the documents the forms of which are attached as Exhibits hereto (collectively with the Agreement, the "Transaction Documents")it is a party, to which ConAgra or any such Acquiring Company or Acquired Company is a party perform its obligations hereunder and thereunder, as applicable, and to consummate the transactions contemplated hereby or and thereby. The execution and delivery by Seller and each Selling Entity, as the case may be, of the Transaction Documents by ConAgra to which it is a party and each Acquiring Company other document, agreement or instrument to be executed and Acquired Company delivered by Seller and each Selling Entity, as the case may be, pursuant to the Transaction Documents, and the consummation performance by ConAgra Seller and such Acquiring Company each Selling Entity, as the case may be, of its obligations hereunder and Acquired Company of transactions contemplated hereby and thereby thereunder have been or at the Closing will have been duly authorized by all necessary action on the part of ConAgra Seller and such Acquiring Company and Acquired Company. each Selling Entity, as applicable. (b) This Agreement has been, and at each other Transaction Document to which Seller or any Selling Entity is a party will be, duly and validly executed and delivered by Seller and/or the Closing applicable Selling Entity, as the case may be, and this Agreement is, and each of the other Transaction Documents to which ConAgra and each Acquiring Company and Acquired Company Seller or a Selling Entity is a party will beparty, duly when executed and delivered by ConAgra and such Acquiring Company and Acquired Company. This Agreement constitutesSeller or a Selling Entity, and upon as applicable, will constitute, assuming due execution and delivery thereof by ConAgra and each Acquiring Company and Acquired Company, the other parties to such Transaction Documents to which ConAgra and each Acquiring Company and Acquired Company is Document, a party will constitute, the valid and binding obligations obligation of ConAgra and each Acquiring Company and Acquired CompanySeller and/or the applicable Selling Entity, as the case may be, enforceable against it Seller and/or the applicable Selling Entity in accordance with its respective terms, subject to applicable except as such enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, reorganization, moratorium and or similar laws affecting creditors' ’ rights and remedies generally and subject, as to enforceability, to or by general principles of equityequity (regardless of whether enforcement is sought in a proceeding in equity or at law).