Common use of Execution, Delivery and Enforceability Clause in Contracts

Execution, Delivery and Enforceability. Seller has full corporate power to enter into, and carry out its obligations under, this Agreement and the Ancillary Agreements which are executed by Seller and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements which are executed by Seller, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action required on the part of Seller and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement and the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby and thereby. Assuming Purchaser's due authorization, execution and delivery of this Agreement and the Ancillary Agreements when executed by Purchaser, this Agreement does and the Ancillary Agreements when executed by Seller will constitute the valid and legally binding obligations of Seller, enforceable against Seller in accordance with its and their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors' rights and by general equitable principles.

Execution, Delivery and Enforceability. Seller CPS has full corporate all requisite power and authority to enter intoexecute and deliver, and carry out to perform its obligations under, this Agreement and the Ancillary Agreements to which are executed by Seller CPS is or becomes a party and to consummate the transactions contemplated hereby and thereby. The executionExecution, delivery and performance by CPS of this Agreement and of the Ancillary Agreements to which are executed by SellerCPS is or becomes a party, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action required on the part of Seller CPS and no other corporate proceedings on the part of Seller are CPS is necessary to authorize this Agreement and the Ancillary Agreements to which it CPS is or becomes a party or to consummate the transactions contemplated hereby and thereby. Assuming Purchaser's the due authorization, execution Execution and delivery by Seller of this Agreement and the Ancillary Agreements to which Seller is or becomes a party when executed Executed by PurchaserSeller, this Agreement does constitutes, and the Ancillary Agreements to which CPS is or becomes a party when executed Executed and delivered by Seller CPS will constitute constitute, the valid and legally binding obligations of SellerCPS, enforceable against Seller CPS in accordance with its and their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors' rights and by general equitable principles.

Execution, Delivery and Enforceability. Seller has full corporate all requisite limited liability company power and authority to enter intoexecute and deliver, and carry out perform its obligations under, this Agreement and the Ancillary Agreements to which are executed by Seller it is or becomes a party and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Seller of this Agreement and of the Ancillary Agreements to which are executed it is or becomes a party, the performance by Seller, Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate limited liability company action required on the part of Seller and no other corporate limited liability company proceedings on the its part of Seller are necessary to authorize the same. Assuming the due authorization, execution and delivery by Purchaser and Facility Purchaser of this Agreement and the Ancillary Agreements to which it either is or becomes a party or to consummate the transactions contemplated hereby and thereby. Assuming Purchaser's due authorizationparty, execution and delivery of this Agreement constitutes, and the Ancillary Agreements to which Seller is or becomes a party when executed and delivered by Purchaserit will constitute, this Agreement does and the Ancillary Agreements when executed by Seller will constitute the its valid and legally binding obligations of Sellerobligations, enforceable against Seller it in accordance with its and their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors' ’ rights and by general equitable principles.

Execution, Delivery and Enforceability. Seller Purchaser has full corporate power to enter into, and carry out its obligations under, this Agreement and the Ancillary Agreements which are executed by Seller Purchaser and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements which are executed by SellerPurchaser, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action required on the part of Seller Purchaser and no other corporate proceedings on the part of Seller Purchaser are necessary to authorize this Agreement and the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby and thereby. Assuming Purchaser's Seller’s due authorization, execution and delivery of this Agreement and the Ancillary Agreements when executed by PurchaserSeller, this Agreement does and the Ancillary Agreements when executed by Seller Purchaser, will constitute the valid and legally binding obligations of SellerPurchaser, enforceable against Seller Purchaser in accordance with its and their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors' ’ rights and by general equitable principles.

Execution, Delivery and Enforceability. Seller Purchaser has full corporate all requisite limited liability company power and authority to enter intoexecute and deliver, and carry out to perform its obligations under, this Agreement and the Ancillary Agreements to which are executed by Seller Purchaser is or becomes a party and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Purchaser of this Agreement and of the Ancillary Agreements to which are executed Purchaser is or becomes a party, the performance by Seller, Purchaser of its obligations hereunder and thereunder and the consummation by Purchaser of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate limited liability company action required on the part of Seller Purchaser and no other corporate limited liability company proceedings on the its part of Seller are necessary to authorize the same. Assuming the due authorization, execution and delivery by Seller and Facility Purchaser of this Agreement and the Ancillary Agreements to which it either is or becomes a party or to consummate the transactions contemplated hereby and thereby. Assuming Purchaser's due authorizationparty, execution and delivery of this Agreement constitutes, and the Ancillary Agreements to which Purchaser is or becomes a party when executed by PurchaserPurchaser will constitute, this Agreement does and the Ancillary Agreements when executed by Seller will constitute the valid and legally binding obligations of SellerPurchaser, enforceable against Seller Purchaser in accordance with its and their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors' ’ rights and by general equitable principles.

Execution, Delivery and Enforceability. Seller has full corporate power to enter into, and carry out its obligations under, this Agreement and the Ancillary Agreements which are executed by Seller and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements which are executed by Seller, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action required on the part of Seller and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement and the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby and thereby. Assuming Purchaser's ’s due authorization, execution and delivery of this Agreement and the Ancillary Agreements when executed by Purchaser, this Agreement does and the Ancillary Agreements when executed by Seller will constitute the valid and legally binding obligations of Seller, enforceable against Seller in accordance with its and their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors' ’ rights and by general equitable principles.

Execution, Delivery and Enforceability. Seller has full all requisite corporate power and authority to enter intoexecute and deliver, and carry out perform its obligations under, this Agreement and the Ancillary Agreements to which are executed by Seller it is or becomes a party and to consummate the transactions contemplated hereby and thereby. The executionExecution, delivery and performance by Seller of this Agreement and of the Ancillary Agreements to which are executed by Sellerit is or becomes a party, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action required on the part of Seller and no other corporate proceedings on the its part of Seller are necessary to authorize this Agreement and the Ancillary Agreements to which it Seller is or becomes a party or to consummate the transactions contemplated hereby and thereby. Assuming Purchaser's the due authorization, execution Execution and delivery by such Purchaser of this Agreement and the due authorization, Execution and delivery by such Purchaser and Guarantor of the Ancillary Agreements to which it is or becomes a party when executed Executed by Purchasersuch Purchaser (or Guarantor, in the case of a Guaranty), this Agreement does constitutes, and the Ancillary Agreements to which Seller is or becomes a party when executed Executed and delivered by Seller it will constitute constitute, the valid and legally binding obligations of Seller, enforceable against Seller in accordance with its and their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors' rights and by general equitable principles.

Execution, Delivery and Enforceability. Seller has full corporate all requisite limited liability company power and authority to enter intoexecute and deliver, and carry out perform its obligations under, this Agreement and the Ancillary Agreements to which are executed by Seller it is or becomes a party and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Seller of this Agreement and of the Ancillary Agreements to which are executed it is or becomes a party, the performance by Seller, Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate limited liability company action required on the part of Seller and no other corporate limited liability company proceedings on the its part of Seller are necessary to authorize the same. Assuming the due authorization, execution and delivery by Purchaser and Transmission Purchaser of this Agreement and the Ancillary Agreements to which it either is or becomes a party or to consummate the transactions contemplated hereby and thereby. Assuming Purchaser's due authorizationparty, execution and delivery of this Agreement constitutes, and the Ancillary Agreements to which Seller is or becomes a party when executed and delivered by Purchaserit will constitute, this Agreement does and the Ancillary Agreements when executed by Seller will constitute the its valid and legally binding obligations of Sellerobligations, enforceable against Seller it in accordance with its and their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors' rights and by general equitable principles.

Execution, Delivery and Enforceability. Seller Purchaser has full all requisite corporate power and authority to enter intoexecute and deliver, and carry out to perform its obligations under, this Agreement and the Ancillary Agreements to which are executed by Seller it is or becomes a party and to consummate the transactions contemplated hereby and therebyTransactions. The execution, execution and delivery and performance by Purchaser of this Agreement and of the Ancillary Agreements to which are executed Purchaser is or becomes a party, the performance by Seller, Purchaser of its obligations hereunder and thereunder and the consummation by Purchaser of the transactions contemplated hereby and therebyTransactions, have been duly and validly authorized by all necessary corporate action required on the part of Seller Purchaser and no other corporate acts, approvals, or proceedings on its part or on the part of Seller the holders of any of its equity or debt securities are necessary to authorize the same. Assuming the due authorization, execution and delivery by Seller of this Agreement and the Ancillary Agreements to which it Seller is or becomes a party or to consummate the transactions contemplated hereby and thereby. Assuming Purchaser's due authorizationparty, execution and delivery of this Agreement constitutes, and the Ancillary Agreements to which Purchaser is or becomes a party when executed by PurchaserPurchaser shall constitute, this Agreement does and the Ancillary Agreements when executed by Seller will constitute the valid and legally binding obligations of SellerPurchaser, enforceable against Seller Purchaser in accordance with its and their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors' ’ rights and by general equitable principles.

Execution, Delivery and Enforceability. Seller Purchaser has full corporate all requisite limited liability company power and authority to enter intoexecute and deliver, and carry out to perform its obligations under, this Agreement and the Ancillary Agreements which are executed by Seller Purchaser, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Purchaser of this Agreement and the Ancillary Agreements which are executed by Sellerit, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate limited liability company action required on the part of Seller Purchaser, and no other corporate limited liability company proceedings on the part of Seller Purchaser are necessary to authorize this Agreement and the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby and thereby. Assuming Purchaser's the due Purchase and Sale Agreement authorization, execution and delivery by Seller of this Agreement and the due authorization, execution and delivery by Seller and Seller’s Guarantor of the Ancillary Agreements which are executed by it when executed by Seller (or Seller’s Guarantor, in the case of Seller’s Guaranty), this Agreement does, and the Ancillary Agreements when executed by PurchaserPurchaser will, this Agreement does and the Ancillary Agreements when executed by Seller will constitute the valid and legally binding obligations of SellerPurchaser, enforceable against Seller Purchaser, as applicable, in accordance with its and their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors' ’ rights and by general equitable principles.

Execution, Delivery and Enforceability. Seller has full corporate power to enter into, and carry out its obligations under, this Agreement and the Ancillary Agreements which are executed by Seller and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements which are executed by Seller, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action required on the part of Seller and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement and the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby and thereby. Assuming Purchaser's ’s due authorization, execution and delivery of this Agreement and the Ancillary Agreements when executed by Purchaser, this Agreement does and the Ancillary Agreements Agreements, when executed by Seller Seller, will constitute the valid and legally binding obligations of Seller, enforceable against Seller in accordance with its and their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors' ’ rights and by general equitable principles.

Execution, Delivery and Enforceability. Seller Purchaser has full corporate power to enter into, and carry out its obligations under, this Agreement and the Ancillary Agreements which are executed by Seller Purchaser and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements which are executed by SellerPurchaser, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action required on the part of Seller Purchaser and no other corporate proceedings on the part of Seller Purchaser are necessary to authorize this Agreement and the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby and thereby. Assuming PurchaserSeller's due authorization, execution and delivery of this Agreement and the Ancillary Agreements when executed by PurchaserSeller, this Agreement does and the Ancillary Agreements when executed by Seller Purchaser, will constitute the valid and legally binding obligations of SellerPurchaser, enforceable against Seller Purchaser in accordance with its and their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors' rights and by general equitable principles.

Execution, Delivery and Enforceability. Seller Purchaser has full corporate all requisite power and authority to enter intoexecute and deliver, and carry out to perform its obligations under, this Agreement and the Ancillary Agreements which are executed by Seller it, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Purchaser of this Agreement and the Ancillary Agreements which are executed by Sellerit, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action required on the part of Seller Purchaser, and no other corporate proceedings proceeding on the part of Seller are Purchaser is necessary to authorize this Agreement and or the Ancillary Agreements to which it is a party party, or to consummate the transactions contemplated hereby and thereby. Assuming Purchaser's the due authorization, execution and delivery by Sellers of this Agreement and the due authorization, execution and delivery by Sellers of the Ancillary Agreements which are required under this Agreement to be executed by it, when executed by PurchaserSellers, this Agreement does does, and the Ancillary Agreements when executed by Seller will Purchaser will, constitute the valid and legally binding obligations of SellerPurchaser, enforceable against Seller such Purchaser in accordance with its and their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors' rights and by general equitable principles.

Execution, Delivery and Enforceability. Seller Purchaser has full corporate power to enter into, and carry out its obligations under, this Agreement and the Ancillary Agreements which are executed by Seller Purchaser and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements which are executed by SellerPurchaser, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action required on the part of Seller Purchaser and no other corporate proceedings on the part of Seller Purchaser are necessary to authorize this Agreement and the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby and thereby. Assuming PurchaserSeller's due authorization, execution and delivery of this Agreement and the Ancillary Agreements when executed by PurchaserSeller, this Agreement does and the Ancillary Agreements when executed by Seller Purchaser, will constitute the valid and legally binding obligations of SellerPurchaser, enforceable against Seller Purchaser in accordance with its and their terms, except as such 38 enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors' rights and by general equitable principles.

Execution, Delivery and Enforceability. Such Seller has full corporate all requisite power and authority to enter intoexecute and deliver, and carry out to perform its obligations under, this Agreement and the Ancillary Agreements which are executed by Seller it, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by such Seller of this Agreement and the Ancillary Agreements which are executed by Sellerit, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action required on the part of Seller such Seller, and no other corporate actions or proceedings on the part of such Seller are is necessary to authorize this Agreement and the any Ancillary Agreements to which it is a party party, or to consummate the transactions contemplated hereby and thereby. Assuming Purchaser's the due authorization, execution and delivery by Purchaser of this Agreement and the due authorization, execution and delivery by Purchaser of the Ancillary Agreements which are executed by it when executed by Sellers, this Agreement does, and the Ancillary Agreements when executed by Purchasersuch Seller will, this Agreement does and the Ancillary Agreements when executed by Seller will constitute the valid and legally binding obligations of such Seller, enforceable against such Seller in accordance with its and their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors' rights and by general equitable principles.

Execution, Delivery and Enforceability. Seller Purchaser has full corporate limited liability company power to enter into, and carry out its obligations under, this Agreement and the Ancillary Agreements which are executed by Seller Purchaser and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements which are executed by SellerPurchaser, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate limited liability company action required on the part of Seller Purchaser and no other corporate limited liability company proceedings on the part of Seller Purchaser are necessary to authorize this Agreement and the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby and thereby. Assuming Purchaser's Seller’s due authorization, execution and delivery of this Agreement and the Ancillary Agreements when executed by PurchaserSeller, this Agreement does and the Ancillary Agreements when executed by Seller Purchaser, will constitute the valid and legally binding obligations of SellerPurchaser, enforceable against Seller Purchaser in accordance with its and their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors' ’ rights and by general equitable principles.

Execution, Delivery and Enforceability. Seller Purchaser has full corporate limited liability company power to enter into, and carry out its obligations under, this Agreement and the Ancillary Agreements which are executed by Seller Purchaser and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements which are executed by SellerPurchaser, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate limited liability company action required on the part of Seller Purchaser and no other corporate proceedings on the part of Seller Purchaser are necessary to authorize this Agreement and the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby and thereby. Assuming Purchaser's Seller’s due authorization, execution and delivery of this Agreement and the Ancillary Agreements when executed by PurchaserSeller, this Agreement does and the Ancillary Agreements when executed by Seller Purchaser, will constitute the valid and legally binding obligations of SellerPurchaser, enforceable against Seller Purchaser in accordance with its and their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors' ’ rights and by general equitable principles.

Execution, Delivery and Enforceability. Seller has full corporate limited liability company power to enter into, and carry out its obligations under, this Agreement and the Ancillary Agreements which are executed by Seller and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements which are executed by Seller, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate limited liability company action required on the part of Seller and no other corporate limited liability company proceedings on the part of Seller are necessary to authorize this Agreement and the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby and thereby. Assuming Purchaser's ’s due authorization, execution and delivery of this Agreement and the Ancillary Agreements when executed by Purchaser, this Agreement does and the Ancillary Agreements when executed by Seller will constitute the valid and legally binding obligations of Seller, enforceable against Seller in accordance with its and their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors' ’ rights and by general equitable principles.

Execution, Delivery and Enforceability. Seller Purchaser has full all requisite corporate power and authority to enter intoexecute and deliver, and carry out to perform its obligations under, this Agreement and the Ancillary Agreements to which are executed by Seller Purchaser is or becomes a party and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Purchaser of this Agreement and of the Ancillary Agreements to which are executed Purchaser is or becomes a party, the performance by Seller, Purchaser of its obligations hereunder and thereunder and the consummation by Purchaser of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action required on the part of Seller Purchaser and no other corporate proceedings on the its part of Seller are necessary to authorize the same. Assuming the due authorization, execution and delivery by Seller and Transmission Purchaser of this Agreement and the Ancillary Agreements to which it either is or becomes a party or to consummate the transactions contemplated hereby and thereby. Assuming Purchaser's due authorizationparty, execution and delivery of this Agreement constitutes, and the Ancillary Agreements to which Purchaser is or becomes a party when executed by PurchaserPurchaser will constitute, this Agreement does and the Ancillary Agreements when executed by Seller will constitute the valid and legally binding obligations of SellerPurchaser, enforceable against Seller Purchaser in accordance with its and their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors' rights and by general equitable principles.

Execution, Delivery and Enforceability. Seller has full and Dynegy have all requisite corporate power and authority to enter intoexecute and deliver, and carry out perform its obligations under, this Agreement and the Ancillary Agreements to which are executed by Seller either of them is or becomes a party and to consummate the transactions contemplated hereby and therebyTransactions. The execution, execution and delivery by Seller and performance Dynegy of this Agreement and of the Ancillary Agreements to which are executed either of them is or becomes a party, the performance by Seller, Seller and Dynegy of their obligations hereunder and thereunder and the consummation by Seller and Dynegy of the transactions contemplated hereby and therebyTransactions, have been duly and validly authorized by all necessary corporate action required on the part of Seller and Dynegy and no other acts, approvals or corporate or limited liability company proceedings on its part or on the part of Seller the holders of any of its equity or debt securities or any other Person are necessary to authorize the same. Assuming the due authorization, execution and delivery by Purchaser of this Agreement and the Ancillary Agreements to which it Purchaser is or becomes a party or to consummate the transactions contemplated hereby and thereby. Assuming Purchaser's due authorizationparty, execution and delivery of this Agreement constitutes, and the Ancillary Agreements to which Seller or Dynegy is or becomes a party when executed and delivered by Purchaserit shall constitute, this Agreement does and the Ancillary Agreements when executed by Seller will constitute the valid and legally binding obligations of SellerSeller or Dynegy, as applicable, enforceable against Seller it in accordance with its and their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors' ’ rights and by general equitable principles.

Execution, Delivery and Enforceability. Seller Such Purchaser has full corporate all requisite power and authority to enter intoexecute and deliver, and carry out to perform its obligations under, this Agreement and the Ancillary Agreements to which are executed by Seller it is or becomes a party and to consummate the transactions contemplated hereby and therebyTransactions. The execution, execution and delivery and performance by such Purchaser of this Agreement and the Ancillary Agreements to which are executed such Purchaser is or becomes a party, the performance by Seller, such Purchaser of its obligations hereunder and thereunder and the consummation by such Purchaser of the transactions contemplated hereby and thereby, Transactions have been duly and validly authorized by all necessary corporate or limited liability company action required on the part of Seller such Purchaser and no other corporate proceedings on approvals from the part holders of Seller any of such Purchaser's equity or debt securities are necessary to authorize the same. Assuming the due authorization, execution and delivery by Seller of this Agreement and the Ancillary Agreements to which it Seller is or becomes a party or to consummate the transactions contemplated hereby and thereby. Assuming Purchaser's due authorizationparty, execution and delivery of this Agreement constitutes, and the Ancillary Agreements to which such Purchaser is or becomes a party when executed by Purchasersuch Purchaser shall constitute, this Agreement does and the Ancillary Agreements when executed by Seller will constitute the valid and legally binding obligations of Sellersuch Purchaser, enforceable against Seller such Purchaser in accordance with its and their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors' rights and by general equitable principles.

Execution, Delivery and Enforceability. Seller has full corporate all requisite power and authority to enter intoexecute and deliver, and carry out perform its obligations under, this Agreement and the Ancillary Agreements which are executed by Seller it, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller of this Agreement and of the Ancillary Agreements which are executed by Sellerit, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action required on the part of Seller and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement and the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby and thereby. Assuming Purchaser's the due authorization, execution and delivery by Purchaser of this Agreement and the due authorization, execution and delivery by Purchaser of the Ancillary Agreements when which are to be executed by Purchaserthem, this Agreement does and the Ancillary Agreements which are executed by Seller when executed and delivered by Seller will constitute the valid and legally binding obligations of Seller, enforceable against Seller in accordance with its and their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors' ’ rights and by general equitable principles.

Execution, Delivery and Enforceability. Seller Purchaser has full corporate limited liability company power to enter into, and carry out its obligations under, this Agreement and the Ancillary Agreements which are executed by Seller Purchaser and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements which are executed by SellerPurchaser, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate limited liability company action required on the part of Seller Purchaser and no other corporate limited liability company proceedings on the part of Seller Purchaser are necessary to authorize this Agreement and the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby and thereby. Assuming Purchaser's Seller’s due authorization, execution and delivery of this Agreement and the Ancillary Agreements when executed by PurchaserSeller, this Agreement does and the Ancillary Agreements Agreements, when executed by Seller Purchaser, will constitute the valid and legally binding obligations of SellerPurchaser, enforceable against Seller Purchaser in accordance with its and their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors' ’ rights and by general equitable principles.

Execution, Delivery and Enforceability. Seller Purchaser has full all requisite corporate power and authority to enter intoexecute and deliver, and carry out perform its obligations under, this Agreement and the Ancillary Agreements to which are executed by Seller it is or becomes a party and to consummate the transactions contemplated hereby and therebyTransactions. The execution, execution and delivery and performance by Purchaser of this Agreement and the Ancillary Agreements to which are executed Purchaser is or becomes a party, the performance by SellerPurchaser of its obligations hereunder and thereunder, and the consummation by Purchaser of the transactions contemplated hereby and thereby, Transactions have been duly and validly authorized by all necessary corporate action required on the part of Seller Purchaser, and no other corporate acts, approvals, or proceedings on its part or on the part of Seller the holders of any of its equity or debt securities are necessary to authorize the same. Assuming the due authorization, execution, and delivery by Seller of this Agreement and the Ancillary Agreements to which it Seller is or becomes a party or to consummate the transactions contemplated hereby and thereby. Assuming Purchaser's due authorizationparty, execution and delivery of this Agreement constitutes, and the Ancillary Agreements to which Purchaser is or becomes a party when executed by PurchaserPurchaser shall constitute, this Agreement does and the Ancillary Agreements when executed by Seller will constitute the valid and legally binding obligations of SellerPurchaser, enforceable against Seller Purchaser in accordance with its and their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium moratorium, or other similar laws of general application relating to or affecting the enforcement of creditors' ’ rights and by general equitable principles.