Common use of Existence; Authority; Binding Effect Clause in Contracts

Existence; Authority; Binding Effect. The Company is (i) duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has full power and authority to enter into this Agreement and consummate the transaction contemplated hereby. The execution and delivery of this Agreement and any other agreements or instruments executed or to be executed and delivered in connection herewith, and the consummation of the transactions contemplated hereby and thereby, by the Company have been duly and validly authorized and approved by the board of directors of the Company and no other actions on the part of the Company are necessary in respect thereof other than those that will be taken prior to the Closing. This Agreement is, and each agreement and instrument executed hereunder by the Company in connection herewith will be, a valid and binding obligation of the Company, enforceable in accordance with its respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws relating to or affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) (collectively, the “Enforceability Exceptions”).

Existence; Authority; Binding Effect. The Company is (i) duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has full power and authority to enter into this Agreement and consummate the transaction contemplated hereby. The execution and delivery of this Agreement and any other agreements or instruments executed or to be executed and delivered in connection herewith, and the consummation of the transactions contemplated hereby and thereby, by the Company have been duly and validly authorized and approved by the board of directors of the Company Company, which approval remains in full force and effect, and no other actions on the part of the Company are necessary in respect thereof other than those that will be taken prior to the Closing. This Agreement is, and each agreement and instrument executed hereunder by the Company in connection herewith will be, a valid and binding obligation of the Company, enforceable in accordance with its respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws relating to or affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) (collectively, the “Enforceability Exceptions”).

Existence; Authority; Binding Effect. (i) The Company is (i) duly incorporated, validly existing and in good standing under the laws of the State its jurisdiction of Delaware and organization. (ii) The Company has full legal capacity, power and authority to enter into execute and deliver this Agreement and any other agreements or instruments executed or to be executed by it in connection herewith and to consummate the transaction transactions contemplated hereby. herein and therein. (iii) The execution execution, delivery and delivery performance by the Company of this Agreement and any other agreements or instruments executed or to be executed and delivered by the Company in connection herewith, and the consummation of the transactions contemplated hereby and thereby, thereby by the Company Company, have been duly and validly authorized and approved by the board of directors of the Company Company, and no other actions on the part of the Company are necessary in respect thereof other than those that will be taken prior to the Closing. thereof. (iv) This Agreement is, and each agreement the other agreements and instrument instruments executed hereunder by the Company in connection herewith will be, a valid and binding obligation of the Company, enforceable against it in accordance with its respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws relating to or affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) (collectively, the “Enforceability Exceptions”).

Existence; Authority; Binding Effect. (i) The Company is (i) duly incorporatedincorporated or organized, validly existing and in good standing under the laws of the State its jurisdiction of Delaware and organization. (ii) The Company has full legal capacity, power and authority to enter into execute and deliver this Agreement and any other agreements or instruments executed or to be executed by it in connection herewith and to consummate the transaction transactions contemplated hereby. herein and therein. (iii) The execution execution, delivery and delivery performance by the Company of this Agreement and any other agreements or instruments executed or to be executed and delivered by the Company in connection herewith, and the consummation of the transactions contemplated hereby and thereby, thereby by the Company Company, have been duly and validly authorized and approved by the board of directors or other governing body of the Company Company, and no other actions on the part of the Company are necessary in respect thereof other than those that will be taken prior to the Closing. thereof. (iv) This Agreement is, and each agreement the other agreements and instrument instruments executed hereunder by the Company in connection herewith will be, a valid and binding obligation of the Company, enforceable against it in accordance with its respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws relating to or affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) (collectively, the “Enforceability Exceptions”).