Common use of Validity of Agreement; Authorization Clause in Contracts

Validity of Agreement; Authorization. Vanguard has (with respect to this Agreement), or on the Closing Date and at the time of Closing will have (with respect to all other Transaction Documents to which it will be a party), the power and authority to enter into this Agreement and the other Transaction Documents to which it is or will be a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and such other Transaction Documents and the performance of Vanguard’s obligations hereunder and thereunder have been duly authorized by the Board of Directors of Vanguard, and no other proceedings on the part of Vanguard are necessary to authorize such execution, delivery and performance. This Agreement and the other Transaction Documents to which Vanguard is a party have been (in the case of this Agreement), or will be at the Closing (in the case of such other Transaction Documents), duly executed and delivered by Vanguard and constitute (in the case of this Agreement), or will constitute (in the case of such other Transaction Documents) at the Closing, as applicable, Vanguard’s valid and binding obligation enforceable against Vanguard in accordance with its terms.

Validity of Agreement; Authorization. Vanguard Buyer has (with respect to this Agreement), or on the Closing Date and at the time of Closing will have (with respect to all other Transaction Documents to which it will be a party), the power and authority to enter into this Agreement and the other Transaction Documents to which it is or will be a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and such other Transaction Documents and the performance of VanguardBuyer’s obligations hereunder and thereunder have been duly authorized by the Board of Directors of VanguardBuyer, and no other proceedings on the part of Vanguard Buyer are necessary to authorize such execution, delivery and performance. This Agreement and the other Transaction Documents to which Vanguard Buyer is a party have been (in the case of this Agreement), or will be at the Closing (in the case of such other Transaction Documents), duly executed and delivered by Vanguard Buyer and constitute (in the case of this Agreement), or will constitute (in the case of such other Transaction Documents) at the Closing, as applicable, VanguardBuyer’s valid and binding obligation enforceable against Vanguard Buyer in accordance with its terms.

Validity of Agreement; Authorization. Vanguard Buyer has (with respect to this Agreement), or on the Closing Date and at the time of Closing will have (with respect to all other Transaction Documents to which it will be a party), the power and authority to enter into this Agreement and the other Transaction Documents to which it is or will be a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and such other Transaction Documents and the performance of VanguardBuyer’s obligations hereunder and thereunder have been duly authorized by the Board appropriate governing body of Directors of VanguardBuyer, and no other proceedings on the part of Vanguard Buyer are necessary to authorize such execution, delivery and performance. This Agreement and the other Transaction Documents to which Vanguard Buyer is a party have been (in the case of this Agreement), or will be at the Closing (in the case of such other Transaction Documents), duly executed and delivered by Vanguard Buyer and constitute (in the case of this Agreement), or will constitute (in the case of such other Transaction Documents) at the Closing, as applicable, VanguardBuyer’s valid and binding obligation enforceable against Vanguard Buyer in accordance with its terms.

Validity of Agreement; Authorization. Vanguard has (with respect to this Agreement), or on the Closing Date and at the time of Closing will have (with respect to all other Transaction Documents to which it will be a party), the power and authority to enter into this Agreement and the other Transaction Documents to which it is or will be a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and such other Transaction Documents and the performance of Vanguard’s obligations hereunder and thereunder have been duly authorized by the Board of o f Directors of Vanguard, and no other proceedings on the part of Vanguard are necessary to authorize such execution, delivery and performance. This Agreement and the other Transaction Documents to which Vanguard is a party have been (in the case of this Agreement), or will be at the Closing (in the case of such other Transaction Documents), duly executed and delivered by Vanguard and constitute (in the case of this Agreement), or will constitute (in the case of such other Transaction Documents) at the Closing, as applicable, Vanguard’s valid and binding obligation enforceable against Vanguard in accordance with its terms.