Common use of Validity of Agreement; Authorization Clause in Contracts

Validity of Agreement; Authorization. Such Seller has full power and authority to enter into this Agreement and the other Transaction Documents to which such Seller is a party and to perform its obligations hereunder and thereunder and to comply with the terms and conditions hereunder and thereunder. If such Seller is an entity, the execution and delivery of this Agreement and the other Transaction Documents to which such Seller is a party and the performance by such Seller of its respective obligations hereunder and thereunder have been duly authorized by such Seller’s governing body and, to the extent required, its equityholder(s), and no other proceedings on the part of such Seller are necessary to authorize such execution, delivery and performance. This Agreement and the other Transaction Documents to which such Seller is a party have been duly executed and delivered by such Seller (except for any Transaction Documents required to be executed and delivered at the Closing, in which case such Transaction Documents will be duly executed and delivered by such Seller at the Closing) and, assuming due execution and delivery by the other parties hereto and thereto, constitute or will constitute such Seller’s valid and binding obligation, enforceable against such Seller in accordance with their respective terms, except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity (collectively, “Enforceability Exceptions”).

Validity of Agreement; Authorization. Such Seller Each Acquiror has full power and authority to enter into this Agreement and the other Transaction Documents to which such Seller Acquiror is a party and to perform its obligations hereunder and thereunder and to comply with the terms and conditions hereunder and thereunder. If such Seller is an entity, the The execution and delivery of this Agreement and the other Transaction Documents to which such Seller Acquiror is a party and the performance by such Seller Acquiror of its respective obligations hereunder and thereunder have been duly authorized by such SellerAcquiror’s governing body and, to the extent required, its equityholder(s), and no other proceedings on the part of such Seller Acquiror are necessary to authorize such execution, delivery and performance. This Agreement and the other Transaction Documents to which such Seller Acquiror is a party have been duly executed and delivered by such Seller Acquiror (except for any Transaction Documents required to be executed and delivered at the Closing, in which case such Transaction Documents will be duly executed and delivered by such Seller Acquiror at the Closing) and, assuming due execution and delivery by the other parties hereto and thereto, constitute or will constitute such SellerAcquiror’s valid and binding obligation, enforceable against such Seller Acquiror in accordance with their respective terms, except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity (collectively, “Enforceability Exceptions”).

Validity of Agreement; Authorization. Such Seller has full power and authority to enter into this Agreement and the other Transaction Documents to which such Seller is a party and to perform its obligations hereunder and thereunder and to comply with the terms and conditions hereunder and thereunder. If such Seller is an entity, the The execution and delivery of this Agreement and the other Transaction Documents to which such Seller is a party and the performance by such Seller of its respective obligations hereunder and thereunder have been duly authorized by such Seller’s governing body and, to the extent required, its equityholder(s), and no other proceedings on the part of such Seller are necessary to authorize such execution, delivery and performance. This Agreement and the other Transaction Documents to which such Seller is a party have been duly executed and delivered by such Seller (except for any Transaction Documents required to be executed and delivered at the Closing, in which case such Transaction Documents will be duly executed and delivered by such Seller at the Closing) and, assuming due execution and delivery by the other parties hereto and thereto, constitute or will constitute such Seller’s valid and binding obligation, enforceable against such Seller in accordance with their respective terms, except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity (collectively, “Enforceability Exceptions”).

Validity of Agreement; Authorization. Such Seller Acquiror has full power and authority to enter into this Agreement and the other Transaction Documents to which such Seller Acquiror is a party and to perform its obligations hereunder and thereunder and to comply with the terms and conditions hereunder and thereunder. If such Seller is an entity, the The execution and delivery of this Agreement and the other Transaction Documents to which such Seller Acquiror is a party and the performance by such Seller Acquiror of its respective obligations hereunder and thereunder have been duly authorized by such SellerAcquiror’s governing body and, to the extent required, its equityholder(s), and no other proceedings on the part of such Seller Acquiror are necessary to authorize such execution, delivery and performance. This Agreement and the other Transaction Documents to which such Seller Acquiror is a party have been duly executed and delivered by such Seller Acquiror (except for any Transaction Documents required to be executed and delivered at the Closing, in which case such Transaction Documents will be duly executed and delivered by such Seller Acquiror at the Closing) and, assuming due execution and delivery by the other parties hereto and thereto, constitute or will constitute such SellerAcquiror’s valid and binding obligation, enforceable against such Seller Acquiror in accordance with their respective terms, except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity (collectively, “Enforceability Exceptions”).

Validity of Agreement; Authorization. Such Each Seller has full power and authority to enter into this Agreement and the other Transaction Documents to which such Seller is a party and to perform its obligations hereunder and thereunder and to comply with the terms and conditions hereunder and thereunder. If such Seller is an entity, the The execution and delivery of this Agreement and the other Transaction Documents to which such Seller is a party and the performance by such Seller of its respective obligations hereunder and thereunder have been duly authorized by such Seller’s governing body and, to the extent required, its equityholder(s), and no other proceedings on the part of such Seller are necessary to authorize such execution, delivery and performance. This Agreement and the other Transaction Documents to which such Seller is a party have been duly executed and delivered by such Seller (except for any Transaction Documents required to be executed and delivered at the Closing, in which case such Transaction Documents will be duly executed and delivered by such Seller at the Closing) and, assuming due execution and delivery by the other parties hereto and thereto, constitute or will constitute such Seller’s valid and binding obligation, enforceable against such Seller in accordance with their respective terms, except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity (collectively, “Enforceability Exceptions”).

Validity of Agreement; Authorization. Such Seller Acquiror has full power and authority to enter into this Agreement and the other Transaction Documents to which such Seller Acquiror is a party and to perform its obligations hereunder and thereunder and to comply with the terms and conditions hereunder and thereunder. If such Seller is an entity, the The execution and delivery of this Agreement and the other Transaction Documents to which such Seller Acquiror is a party and the performance by such Seller Acquiror of its respective obligations hereunder and thereunder have been duly authorized by such SellerAcquiror’s governing body and, to the extent required, its equityholder(s), and no other proceedings on the part of such Seller Acquiror are necessary to authorize such execution, delivery and performance. This Agreement and the other Transaction Documents to which such Seller Acquiror is a party have been duly executed and delivered by such Seller Acquiror (except for any Transaction Documents required to be executed and delivered at the Closing, in which case such Transaction Documents will be duly executed and delivered by such Seller Acquiror at the Closing) and, assuming due execution and delivery by the other parties hereto and thereto, constitute or will constitute such SellerAcquiror’s valid and binding obligation, enforceable against such Seller Acquiror in accordance with their respective terms, except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity (collectively, “Enforceability Exceptions”).

Validity of Agreement; Authorization. Such Seller Each Buyer Party has full power and authority to enter into this Agreement and the other Transaction Documents to which such Seller Buyer Party is a or will be party and to perform its obligations hereunder and thereunder and to comply with the terms and conditions hereunder and thereunder. If such Seller is an entity, the The execution and delivery of this Agreement and the other Transaction Documents to which such Seller Buyer Party is a or will be party and the performance by such Seller Buyer Party of its respective obligations hereunder and thereunder have been duly authorized by such SellerBuyer Party’s governing body and, to the extent required, its equityholder(s), and no other proceedings on the part of such Seller Buyer Party are necessary to authorize such execution, delivery and performance. This Agreement and the other Transaction Documents to which such Seller Buyer Party is a party have been duly executed and delivered by such Seller Buyer Party (except for any Transaction Documents required to be executed and delivered at the Closing, in which case such Transaction Documents will be duly executed and delivered by such Seller Buyer Party at the Closing) and, assuming due execution and delivery by the other parties hereto and thereto, constitute or will constitute such SellerBuyer Party’s valid and binding obligation, enforceable against such Seller Buyer Party in accordance with their respective terms, except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity (collectively, “Enforceability Exceptions”).

Validity of Agreement; Authorization. Such Seller Each of the Buyer Parties and Landmark Dividend has full power and authority to enter into this Agreement and the other Transaction Documents to which such Seller Party is or will be a party and to perform its respective obligations hereunder and thereunder and to comply with the terms and conditions hereunder and thereunder. If such Seller is an entity, the The execution and delivery of this Agreement and the other Transaction Documents to which such Seller Party is or will be a party and the performance by such Seller Party of its respective obligations hereunder and thereunder have been duly authorized by such SellerParty’s governing body and, to the extent required, its equityholder(s), and no other proceedings on the part of such Seller Party are necessary to authorize such execution, delivery and performance. This Agreement and the other Transaction Documents to which such Seller Party is a party have been duly executed and delivered by such Seller Party (except for any Transaction Documents required to be executed and delivered at the Closing, in which case such Transaction Documents will be duly executed and delivered by such Seller Party at the Closing) and, assuming due execution and delivery by the other parties hereto and thereto, constitute or will constitute such SellerParty’s valid and binding obligationobligations, enforceable against such Seller Party in accordance with their respective terms, except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity (collectively, “Enforceability Exceptions”).

Validity of Agreement; Authorization. Such Seller Each Acquiror has full power and authority to enter into this Agreement and the other Transaction Documents to which such Seller Acquiror is a party and to perform its obligations hereunder and thereunder and to comply with the terms and conditions hereunder and thereunder. If such Seller is an entity, the The execution and delivery of this Agreement and the other Transaction Documents to which such Seller Acquiror is a party and the performance by such Seller Acquiror of its respective obligations hereunder and thereunder have been duly authorized by such SellerAcquiror’s governing body and, to the extent required, its equityholder(s), and no other proceedings on the part of such Seller Acquiror are necessary to authorize such execution, delivery and performance. This Agreement and the other Transaction Documents to which such Seller Acquiror is a party have been duly executed and delivered by such Seller Acquiror (except for any Transaction Documents required to be executed and delivered at the Closing, in which case such Transaction Documents will be duly executed and delivered by such Seller Acquiror at the Closing) and, assuming due execution and delivery by the other parties hereto and thereto, constitute or will constitute such SellerAcquiror’s valid and binding obligation, enforceable against such Seller Acquiror in accordance with their respective terms, except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity (collectively, “Enforceability Exceptions”).