Common use of Enforceability; Authority; No Conflict Clause in Contracts

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and of Company, enforceable against each of them in accordance with its terms. Upon the execution and delivery by Seller and Company of this Agreement and each other document to be executed or delivered by Seller at the Closing (collectively, “Seller’s Closing Documents”), Seller’s Closing Documents will constitute the legal, valid and binding obligation of Seller and of Company, enforceable against each of them in accordance with its terms. Each of Seller and of Company has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Seller’s Closing Documents to which it is a party and to perform its obligations under this Agreement and Seller’s Closing Documents, and such action has been duly authorized by all necessary action of Seller and Company. Each of Seller and Company has all necessary legal capacity to enter into and deliver this Agreement and Seller’s Closing Documents to which it is a party and to perform such its obligations hereunder and thereunder.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and of the Company, enforceable against each of them in accordance with its terms. Upon the execution and delivery by each of Seller and Company of this Agreement and each other document to be executed or delivered by Seller at the Closing (collectively, “the ‘Seller’s Closing Documents”), the Seller’s Closing Documents will constitute the legal, valid and binding obligation of Seller and of Company, enforceable against each of them in accordance with its terms. Each of Seller and of Company has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller’s Closing Documents, and such action has been duly authorized by all necessary action of Seller and Company. Each of Seller and Company has all necessary legal capacity to enter into and deliver this Agreement and the Seller’s Closing Documents to which it is a party and to perform such its obligations hereunder and thereunder.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of each Seller and of the Company, enforceable against each of them in accordance with its terms. Upon the execution and delivery by each Seller and the Company of this Agreement and each other document agreement to be executed or delivered by Seller Sellers at the Closing Closing, including the Xxxxx Fan Stock Purchase Agreement (collectively, the “Seller’s Sellers’ Closing Documents”), Seller’s the Sellers’ Closing Documents will constitute the legal, valid and binding obligation of each of Seller and of the Company, enforceable against each of them in accordance with its terms. Each of Seller and of the Company has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Seller’s the Sellers’ Closing Documents to which it is a party and to perform its obligations under this Agreement and Seller’s the Sellers’ Closing Documents, and such action has been duly authorized by all necessary action of Seller by Sellers and the Company. Each of Seller and the Company has all necessary legal capacity to enter into and deliver this Agreement and Seller’s the Sellers’ Closing Documents to which it is a party and to perform such its obligations hereunder and thereunder.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of each Seller and of the Company, enforceable against each of them in accordance with its terms. Upon the execution and delivery by each of Seller and Company of this Agreement and each other document to be executed or delivered by Seller Sellers at the Closing (collectively, “Seller’s the `Sellers' Closing Documents”"), Seller’s the Sellers' Closing Documents will constitute the legal, valid and binding obligation of each Seller and of Company, enforceable against each of them in accordance with its terms. Each of Seller and of Company has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Seller’s the Sellers' Closing Documents to which it is a party and to perform its obligations under this Agreement and Seller’s the Sellers' Closing Documents, and such action has been duly authorized by all necessary action of Seller Sellers and Company. Each of Seller and Company has all necessary legal capacity to enter into and deliver this Agreement and Seller’s the Sellers' Closing Documents to which it is a party and to perform such its obligations hereunder and thereunder.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of each Seller and of the Company, enforceable against each of them in accordance with its terms. Upon the execution and delivery by each of Seller and Company of this Agreement and each other document to be executed or delivered by Seller Sellers at the Closing (collectively, “Seller’s the ‘Sellers’ Closing Documents”), Seller’s the Sellers’ Closing Documents will constitute the legal, valid and binding obligation of each Seller and of Company, enforceable against each of them in accordance with its terms. Each of Seller and of Company has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Seller’s the Sellers’ Closing Documents to which it is a party and to perform its obligations under this Agreement and Seller’s the Sellers’ Closing Documents, and such action has been duly authorized by all necessary action of Seller Sellers and Company. Each of Seller and Company has all necessary legal capacity to enter into and deliver this Agreement and Seller’s the Sellers’ Closing Documents to which it is a party and to perform such its obligations hereunder and thereunder.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of each of Seller and of the Company, enforceable against each of them in accordance with its terms. Upon the execution and delivery by each of Seller and the Company of this Agreement and each other document agreement to be executed or delivered by Seller Sellers at the Closing (collectively, “Seller’s the "Sellers' Closing Documents”"), Seller’s the Sellers' Closing Documents will constitute the legal, valid and binding obligation of each of Seller and of the Company, enforceable against each of them in accordance with its terms. Each of Seller and of the Company has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Seller’s the Sellers' Closing Documents to which it is a party and to perform its obligations under this Agreement and Seller’s the Sellers' Closing Documents, and such action has been duly authorized by all necessary action of Seller by Sellers and the Company. Each of Seller and the Company has all necessary legal capacity to enter into and deliver this Agreement and Seller’s the Sellers' Closing Documents to which it is a party and to perform such its obligations hereunder and thereunder.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of each Seller and of the Company, enforceable against each of them in accordance with its terms. Upon the execution and delivery by each of Seller and Company of this Agreement and each other document to be executed or delivered by Seller Sellers at the Closing (collectively, “Seller’s the ‘Sellers’ Closing Documents”), Seller’s the Sellers’ Closing Documents will constitute the legal, valid and binding obligation of each Seller and of Company, enforceable against each of them in accordance with its terms. Each of Seller Sellers and of the Company has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Seller’s the Sellers’ Closing Documents to which it is a party and to perform its obligations under this Agreement and Seller’s the Sellers’ Closing Documents, and such action has been duly authorized by all necessary action of Seller Sellers and Company. Each of Seller Sellers and Company has all necessary legal capacity to enter into and deliver this Agreement and Seller’s the Sellers’ Closing Documents to which it is a party and to perform such its obligations hereunder and thereunder.