Common use of Authority and Binding Obligations Clause in Contracts

Authority and Binding Obligations. The Company has the power and authority to execute and deliver this Agreement and the Related Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, as applicable. The execution, delivery and performance of this Agreement and the Related Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Company. This Agreement and the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and, assuming that this Agreement and the Related Agreements to which the Company is a party have been duly authorized, executed and delivered by the other parties thereto, as applicable, this Agreement and the Related Agreements constitute valid and binding agreements of the Company enforceable against the Company in accordance with their respective terms, except that (a) such enforcement may be subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws, now or hereafter in effect, relating to or limiting creditors’ rights generally and (b) enforcement of this Agreement and the Related Agreements, including the remedy of specific performance and injunctive and other forms of equitable relief, may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authority and Binding Obligations. The Company Seller has the power and authority to execute and deliver this Agreement and the Related Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, as applicable. The execution, delivery and performance of this Agreement and the Related Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action by or on the part behalf of the CompanySeller. This Agreement and the Related Agreements to which the Company it is a party have been duly executed and delivered by the Company Seller and, assuming that this Agreement and the Related Agreements to which the Company it is a party have been duly authorized, executed and delivered by the other parties theretoBuyer and Company, as applicable, this Agreement and the Related Agreements to which it is a party constitute valid and binding agreements of the Company Seller enforceable against the Company Seller in accordance with their respective terms, except that (a) such enforcement may be subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws, now or hereafter in effect, relating to or limiting creditors’ rights generally and (b) enforcement of this Agreement and the Related Agreements, including the remedy of specific performance and injunctive and other forms of equitable relief, may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authority and Binding Obligations. The Company Buyer has the power and authority to execute and deliver this Agreement and the Related Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, as applicable. The execution, delivery and performance of this Agreement and the Related Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the CompanyBuyer. This Agreement and the Related Agreements to which the Company it is a party have been duly executed and delivered -37- by the Company Buyer and, assuming that this Agreement and the Related Agreements to which the Company it is a party have been duly authorized, executed and delivered by the other parties theretoSellers and Company, as applicable, this Agreement and the Related Agreements constitute valid and binding agreements of the Company Buyer enforceable against the Company Buyer in accordance with their respective terms, except that (a) such enforcement may be subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws, now or hereafter in effect, relating to or limiting creditors’ rights generally and (b) enforcement of this Agreement and the Related Agreements, including the remedy of specific performance and injunctive and other forms of equitable relief, may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authority and Binding Obligations. The Company Buyer has the power and authority to execute and deliver this Agreement and the Related Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, as applicable. The execution, delivery and performance of this Agreement and the Related Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the CompanyBuyer. This Agreement and the Related Agreements to which the Company it is a party have been duly executed and delivered by the Company Buyer and, assuming that this Agreement and the Related Agreements to which the Company it is a party have been duly authorized, executed and delivered by the other parties theretoSellers and Company, as applicable, this Agreement and the Related Agreements constitute valid and binding agreements of the Company Buyer enforceable against the Company Buyer in accordance with their respective terms, except that (a) such enforcement may be subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws, now or hereafter in effect, relating to or limiting creditors’ rights generally and (b) enforcement of this Agreement and the Related Agreements, including the remedy of specific performance and injunctive and other forms of equitable relief, may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.