Common use of Due Authorization; Enforceability Clause in Contracts

Due Authorization; Enforceability. Seller has full right, power and authority to execute and deliver this Agreement and its Ancillary Agreements, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by Seller and its Ancillary Agreements shall have been duly and validly executed and delivered by Seller on or prior to the Closing Date. This Agreement constitutes a legal, valid and binding obligation of Seller, and each of its Ancillary Agreements when executed and delivered shall constitute a legal, valid and binding obligation of Seller, in each case enforceable against Seller in accordance with its terms (assuming the due authorization, valid execution and delivery of this Agreement and each Ancillary Agreement by each other Person that is or will be a party thereto) and except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws in effect which affect the enforcement of creditors’ rights generally and by equitable limitations on the availability of specific remedies.

Due Authorization; Enforceability. Seller Buyer has full right, power and authority to execute and deliver this Agreement and its Ancillary Agreements, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by Seller Buyer and its each of Buyer’s Ancillary Agreements shall have been duly and validly executed and delivered by Seller Buyer on or prior to the Closing Date. This Agreement constitutes a legal, valid and binding obligation of SellerBuyer, and each of its Ancillary Agreements when executed and delivered shall constitute a legal, valid and binding obligation of SellerBuyer, in each case enforceable against Seller Buyer in accordance with its terms (terms, in each case assuming the due authorization, valid execution and delivery of this Agreement and each Ancillary Agreement by each other Person that is or will be a party thereto) thereto and except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws in effect which affect the enforcement of creditors’ rights generally and by equitable limitations on the availability of specific remedies.

Due Authorization; Enforceability. Seller Buyer has full right, power and authority to execute and deliver this Agreement and its Ancillary Agreements, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by Seller Buyer and its each of Buyer's Ancillary Agreements shall have been duly and validly executed and delivered by Seller Buyer on or prior to the Closing Date. This Agreement constitutes a legal, valid and binding obligation of SellerBuyer, and each of its Ancillary Agreements when executed and delivered shall constitute a legal, valid and binding obligation of SellerBuyer, in each case enforceable against Seller Buyer in accordance with its terms (terms, in each case assuming the due authorization, valid execution and delivery of this Agreement and each Ancillary Agreement by each other Person that is or will be a party thereto) thereto and except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws in effect which affect the enforcement of creditors’ ' rights generally and by equitable limitations on the availability of specific remedies.