Common use of Necessary Authority Clause in Contracts

Necessary Authority. Such Seller has full power, authority and legal capacity to execute and deliver this Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder, and, subject to the Required Statutory Approvals, to consummate the transactions contemplated hereby and thereby. This Agreement and the other Transaction Documents to which such Seller is a party have been duly authorized, executed and delivered by such Seller and constitute the legal, valid and binding obligations of such Seller enforceable against such Seller in accordance with its terms and conditions, subject only to applicable bankruptcy, insolvency or other Laws affecting creditors’ rights generally and the exercise of judicial discretion in accordance with general equitable principles. The execution, delivery and performance of this Agreement and the other Transaction Documents to which such Seller is a party, and such Seller’s consummation of the transactions contemplated hereby and thereby, have been duly authorized by all requisite action of such Seller. The individual(s) executing this Agreement and any Transaction Document to which such Seller is a party, has the full right, power and authority to execute and deliver this Agreement and any Transaction Document to which such Seller is a party, and upon execution, no further action will be needed to make this Agreement and any Transaction Document to which such Seller is a party valid and binding upon, and enforceable against, such Seller.

Necessary Authority. Such The Seller has full power, power and authority and legal capacity to execute and deliver this Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder, and, subject to the Required Statutory Approvals, to consummate the transactions contemplated hereby and thereby. This Agreement and the other Transaction Documents to which such Seller is a party have has been duly authorized, executed and delivered by such the Seller and, assuming the due authorization, execution and constitute delivery by the Purchaser, constitutes the legal, valid and binding obligations of such the Seller enforceable against such the Seller in accordance with its terms and conditions, subject only to applicable bankruptcy, insolvency or other Laws affecting creditors’ rights generally and the exercise of judicial discretion in accordance with general equitable principles. The executionUpon execution and delivery at the Closing by the Seller, delivery and performance of this Agreement and the each other Transaction Documents Document to which such the Seller is, or is specified to be, a party, will be duly and such validly executed by the Seller, and delivered to the Purchaser on the Closing Date, and will constitute (assuming, in each case, the due authorization, execution and delivery by each other party thereto (other than the Company)) the Seller’s consummation legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other Laws affecting creditors’ rights generally and the exercise of the transactions contemplated hereby and thereby, have been duly authorized by all requisite action of such Sellerjudicial discretion in accordance with general equitable principles. The individual(s) Each individual executing this Agreement and any Transaction Document to which such Seller is a partyon behalf of the Seller, has the full right, power and authority to execute and deliver this Agreement and any Transaction Document to which such the Seller is a party, and upon execution, no further action by the Seller will be needed to make this Agreement and any Transaction Document to which such the Seller is a party valid and binding upon, and enforceable against, such Sellerthe Seller (assuming, in each case, the due authorization, execution and delivery by each other party(ies) thereto (other than the Company)).

Necessary Authority. Such Seller The Purchaser has full power, power and authority and legal capacity to execute and deliver this Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder, and, subject to the Required Statutory Approvals, to consummate the transactions contemplated hereby and thereby. This Agreement and the other Transaction Documents to which such Seller is a party have has been duly authorized, executed and delivered by such Seller the Purchaser and constitute assuming the due authorization, execution and delivery by each other party hereto, constitutes the legal, valid and binding obligations of such Seller the Purchaser enforceable against such Seller the Purchaser in accordance with its terms and conditions, subject only to applicable bankruptcy, insolvency or other Laws affecting creditors’ rights generally and the exercise of judicial discretion in accordance with general equitable principles. The executionUpon execution and delivery at the Closing by the Purchaser, delivery and performance of this Agreement and the each other Transaction Documents Document to which such Seller the Purchaser is, or is specified to be, a party, will be duly and such Sellervalidly executed by the Purchaser, and delivered to the other party(ies) thereto on the Closing Date, and will constitute (assuming, in each case, the due authorization, execution and delivery by each other party thereto) the Purchaser’s consummation legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other Laws affecting creditors’ rights generally and the exercise of the transactions contemplated hereby and thereby, have been duly authorized by all requisite action of such Sellerjudicial discretion in accordance with general equitable principles. The individual(s) executing this Agreement and any Transaction Document to which such Seller the Purchaser is a party, has the full right, power and authority to execute and deliver this Agreement and any Transaction Document to which such Seller the Purchaser is a party, and upon execution, no further action will be needed to make this Agreement and any Transaction Document to which such Seller the Purchaser is a party valid and binding upon, and enforceable against, such SellerPerson.

Necessary Authority. Such Seller The Purchaser has full power, power and authority and legal capacity to execute and deliver this Agreement and the other Transaction Documents to which it is (or will be at Closing) a party, to perform its obligations hereunder and thereunder, and, subject to the Required Statutory Approvals, to consummate the transactions contemplated hereby and thereby. This Agreement and the other Purchaser’s consummation of the transactions contemplated hereby have been, or with respect to Transaction Documents to which such Seller is a party have been be delivered at the Closing by the Purchaser and the Purchaser’s consummation of the transactions contemplated thereby, will be, duly authorized, executed and delivered by such Seller the Purchaser and constitute the legal, valid and binding obligations of such Seller the Purchaser enforceable against such Seller the Purchaser in accordance with its their respective terms and conditionsconditions (assuming, in each case, the due authorization, execution and delivery by each other party thereto), subject only to applicable bankruptcy, insolvency or other Laws affecting creditors’ rights generally and the exercise of judicial discretion in accordance with general equitable principles. The execution, delivery and performance of this Agreement and the other Transaction Documents to which such Seller is a party, and such Seller’s consummation of the transactions contemplated hereby and thereby, have been duly authorized by all requisite action of such Seller. The individual(s) executing this Agreement and any Transaction Document to which such Seller the Purchaser is, or is specified to be, a party, has the full right, power and authority to execute and deliver this Agreement and any Transaction Document to which such Seller the Purchaser is, or is specified to be, a party, and upon execution, no further action will be needed to make this Agreement and any Transaction Document to which such Seller the Purchaser is, or is specified to be, a party party, valid and binding upon, and enforceable against, such Sellerthe Purchaser.

Necessary Authority. Such Seller Purchaser has full power, corporate power and authority and legal capacity to execute and deliver this Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder, and, subject to the Required Statutory Approvals, and to consummate the transactions contemplated hereby and thereby. This The execution, delivery and performance of this Agreement by Purchaser, and Purchaser’s consummation of the other Transaction Documents to which such Seller is a party transactions contemplated hereby, have been duly authorized, executed and delivered by such Seller and constitute through all requisite corporate action of Purchaser, and this Agreement constitutes the legal, valid and binding obligations obligation of such Seller Purchaser enforceable against such Seller Purchaser in accordance with its terms and conditions, subject only to applicable bankruptcy, insolvency or other Laws affecting creditors’ rights generally and the exercise of judicial discretion in accordance with general equitable principles. The executionUpon execution and delivery at the Closing by Purchaser, delivery and performance of this Agreement and the each other Transaction Documents to which such Seller is a party, and such Seller’s consummation of the transactions contemplated hereby and thereby, have been duly authorized by all requisite action of such Seller. The individual(s) executing this Agreement and any Transaction Document to which such Seller Purchaser is, or is specified to be, a party, will be duly and validly executed by Purchaser and delivered to Company and Sellers on the Closing Date, and will constitute Purchaser’s legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other Laws affecting creditors’ rights generally and the exercise of judicial discretion in accordance with general equitable principles. The individual executing this Agreement on behalf of Purchaser has the full right, power and authority to execute and deliver this Agreement and any Transaction Document to which such Seller is a partyAgreement, and upon execution, no further action will be needed to make this Agreement and any Transaction Document to which such Seller is a party valid and binding upon, and enforceable against, such SellerPurchaser.