Common use of Corporate Status and Authority Clause in Contracts

Corporate Status and Authority. Seller is a corporation duly ------------------------------ incorporated, validly existing and in good standing under the laws of the State of Delaware. Seller has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, and to execute and deliver this Agreement and the Ancillary Agreements, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. On the Closing Date, the execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements have been duly authorized by the Board of Directors of Seller, which constitutes all necessary corporate action on the part of Seller for such authorization. Subject to the immediately preceding sentence, this Agreement has been duly executed and delivered by Seller and constitutes the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application referring to or affecting the enforcement of creditors' rights, or by general equitable principles. Upon the Closing, the Ancillary Agreements shall be duly executed and delivered by Seller and shall constitute the valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application referring to or affecting the enforcement of creditors' rights, or by general equitable principles.

Corporate Status and Authority. Seller Purchaser is a corporation ------------------------------ duly ------------------------------ incorporated, validly existing and in good standing under the laws of the State of Delaware. Seller Purchaser has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, and to execute and deliver this Agreement and the Ancillary Agreements, to perform its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby. On the Closing Date, the The execution, delivery and performance by Seller Purchaser of this Agreement and the Ancillary Agreements have been duly authorized by the Board of Directors of SellerPurchaser, which constitutes all necessary corporate action on the part of Seller Purchaser for such authorization. Subject to the immediately preceding sentence, this This Agreement has been duly executed and delivered by Seller Purchaser and constitutes the valid and binding obligation of SellerPurchaser, enforceable against Seller Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application referring to or affecting the enforcement of creditors' rights, or by general equitable principles. Upon the Closing, the Ancillary Agreements shall be duly executed and delivered by Seller Purchaser and shall constitute the valid and binding obligations of SellerPurchaser, enforceable against Seller Purchaser in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application referring to or affecting the enforcement of creditors' rights, or by general equitable principles.

Corporate Status and Authority. Seller Purchaser is a corporation ------------------------------- duly ------------------------------ incorporated, validly existing and in good standing under the laws of the State of Delaware. Seller Purchaser has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, and to execute and deliver this Agreement and the Ancillary Agreements, to perform its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and thereby. On the Closing Date, the The execution, delivery and performance by Seller Purchaser of this Agreement and the Ancillary Agreements have been duly authorized by the Board of Directors of SellerPurchaser, which constitutes all necessary corporate action on the part of Seller Purchaser for such authorization. Subject to the immediately preceding sentence, this This Agreement has been duly executed and delivered by Seller Purchaser and constitutes the valid and binding obligation of SellerPurchaser, enforceable against Seller Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application referring to or affecting the enforcement of creditors' rights, or by general equitable principles. Upon the Closing, the Ancillary Agreements shall be duly duty executed and delivered by Seller Purchaser and shall constitute the valid and binding obligations of Seller, Purchaser. enforceable against Seller Purchaser in accordance with their respective terms, . except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, . moratorium or other laws of general application referring to or affecting the enforcement of creditors' rights, or by general equitable principles.