Common use of Due Authority; Binding Agreement Clause in Contracts

Due Authority; Binding Agreement. The Shareholder (if not an individual) is duly organized and validly existing under the laws of its jurisdiction of organization and has all the necessary corporate power and authority to execute and deliver this Agreement and the Proxy and to consummate the transactions contemplated by this Agreement and the Proxy. The Shareholder has duly and validly executed and delivered this Agreement and the Proxy and, assuming the due authorization, execution and delivery of this Agreement by Purchaser, this Agreement and the Proxy constitute legal, valid and binding obligations of the Shareholder, enforceable against the Shareholder in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law).

Due Authority; Binding Agreement. The Shareholder (if not an individual) is duly organized and validly existing under the laws of its jurisdiction of organization and has all the necessary corporate power and authority to execute and deliver this Agreement and the Proxy and to consummate the transactions contemplated by this Agreement and the Proxy. The Shareholder has duly and validly executed and delivered this Agreement and the Proxy and, assuming the due authorization, execution and delivery of this Agreement by Purchaser, this Agreement and the Proxy constitute legal, valid and binding obligations of the Shareholder, enforceable against the Shareholder in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ ' rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law).