Common use of Authority to Sell Clause in Contracts

Authority to Sell. The execution and delivery of this Agreement and the completion of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on the part of the Vendor, and this Agreement constitutes a legal, valid and binding obligation of the Vendor enforceable against the Vendor in accordance with its terms except as may be limited by laws of general application affecting the rights of creditors.

Authority to Sell. The execution and delivery of this Agreement and the completion of the transactions transaction contemplated by this Agreement have hereby has been duly and validly authorized by all necessary corporate action on the part of the Vendor, Seller and this Agreement constitutes a legal, valid and binding obligation of the Vendor Seller, enforceable against the Vendor Seller in accordance with its terms except as may be limited by laws of general application affecting the rights of creditors.

Authority to Sell. The execution and delivery of this Agreement Agreement, and the completion of the transactions transaction contemplated by this Agreement have Agreement, has been duly and validly authorized by all necessary corporate action on the part of the VendorCignal, and this Agreement constitutes a legal, valid and binding obligation of the Vendor Sellers enforceable against the Vendor Sellers in accordance with its terms except as may be limited by laws of general application affecting the rights of creditors.

Authority to Sell. The execution and delivery of this Agreement agreement and the completion of the transactions transaction contemplated by this Agreement have hereby has been duly and validly authorized by all necessary corporate action on the part of the VendorVendors, and this Agreement agreement constitutes a legal, valid and binding obligation of the Vendor Vendors enforceable against the Vendor Vendors in accordance with its terms except as may be limited by laws of general application affecting the rights of creditors.

Authority to Sell. The execution and delivery of this the Agreement and the completion of the transactions contemplated by this Agreement have hereby has been duly and validly authorized by all necessary corporate action on the part of the VendorSeller, and this Agreement constitutes a legal, valid and binding obligation of the Vendor Seller enforceable against the Vendor Seller in accordance with its terms terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of general application affecting the rights equity (regardless of creditorswhether enforcement is sought in a proceeding at law or in equity).

Authority to Sell. The execution and delivery of this Agreement and the completion of the transactions transaction contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on the part of the VendorVendor and its members, if applicable, and this Agreement constitutes a legal, valid and binding obligation of the Vendor enforceable against the Vendor in accordance with its terms except as may be limited by laws Laws of general application affecting the rights of creditors.

Authority to Sell. The execution All necessary corporate action on the Vendor's part has duly and validly authorized the signing and delivery of this Agreement and the completion of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on the part of the VendorAgreement, and this Agreement constitutes a legal, valid valid, and binding obligation of the Vendor enforceable against the Vendor in accordance with its terms except as may be limited by laws of general application affecting the rights of creditors.

Authority to Sell. The execution All necessary company action on the Vendor's part has duly and validly authorized the signing and delivery of this Agreement and the completion of the transactions transaction contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on the part of the VendorAgreement, and this Agreement constitutes a legal, valid valid, and binding obligation of the Vendor enforceable against the Vendor in accordance with its terms except as may be limited by laws of general application affecting the rights of creditors.

Authority to Sell. The execution and delivery of this Agreement Agreement, and the completion of the transactions transaction contemplated by this Agreement have has been duly and validly authorized by all necessary corporate action on the part of the VendorSeller, and this Agreement constitutes a legal, valid and binding obligation of the Vendor Seller enforceable against the Vendor Seller in accordance with its terms except as may be limited by laws of general application affecting the rights of creditors.

Authority to Sell. The execution and delivery of this Agreement and the completion of the transactions contemplated by this Agreement hereby have been duly and validly authorized by all necessary corporate action on the part of the Vendor, Vendor and this Agreement constitutes a legal, valid and binding obligation of the Vendor enforceable against the Vendor in accordance with its terms except as may be limited by laws of general application affecting the rights of creditors.creditors and subject to compliance with the provisions of the Competition Act relating to notifiable transactions;

Authority to Sell. The execution and delivery of this Agreement and the completion of the transactions transaction contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on the part of the Vendor, and this Agreement constitutes a legal, valid and binding obligation of the Vendor enforceable against the Vendor in accordance with its terms except as may be limited by laws of general application affecting the rights of creditorsterms.

Authority to Sell. The execution and delivery of this Agreement Agreement, and the completion of the transactions transaction contemplated by this Agreement Agreement, have been duly and validly authorized by all necessary corporate action on the part of the VendorSeller and of the Target, and this Agreement constitutes a legal, valid valid, and binding obligation of the Vendor Seller and the Target, enforceable against the Vendor each of them in accordance with its terms terms, except as may be limited by laws of general application affecting the rights of creditors, and subject to the availability of any equitable remedy in any particular instance.

Authority to Sell. The execution and delivery of this Agreement and the completion of the transactions contemplated by this Agreement have has been duly and validly authorized by all a necessary corporate action on the part of the VendorSeller has been duly executed and delivered, and this Agreement constitutes a valid, legal, valid binding and binding obligation enforceable agreement of the Vendor enforceable against the Vendor in accordance with its terms except as may be limited by Seller, subject to laws of general application affecting relating to bankruptcy, insolvency, and the rights relief of creditorsdebtors and applicable securities laws.

Authority to Sell. The execution and delivery of this Agreement and the completion of the transactions transaction contemplated by this Agreement have hereby has been duly and validly authorized by all necessary corporate action on the part of the Vendor, and this Agreement constitutes a legal, valid and binding obligation of the Vendor enforceable against the Vendor in accordance with its terms except as may be limited by laws of general application affecting the rights of creditorsterms.

Authority to Sell. The execution and delivery of this Agreement and the completion of the transactions contemplated by this Agreement hereby have been duly and validly authorized by all necessary corporate action on the part of the Vendor, Vendor and this Agreement constitutes a legal, valid and binding obligation of the Vendor enforceable against the Vendor in accordance with its terms except as may be limited by laws of general application affecting the rights of creditors.creditors and subject to compliance with the provisions of the

Authority to Sell. The execution All necessary corporate action on the Vendor's part has duly and validly authorized the signing and delivery of this Agreement and the completion of the transactions transaction contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on the part of the VendorAgreement, and this Agreement constitutes a legal, valid valid, and binding obligation of the Vendor enforceable against the Vendor in accordance with its terms except as may be limited by laws of general application affecting the rights of creditors.

Authority to Sell. The execution and delivery of this Agreement and the completion of the transactions transaction contemplated by this Agreement have hereby has been duly and validly authorized by all necessary corporate action on the part of the Vendor, and this Agreement constitutes a legal, valid and binding obligation of the Vendor enforceable against the Vendor in accordance with its terms except as may be limited by laws of general application affecting the rights of creditors.

Authority to Sell. The execution and delivery of this Agreement and the completion of the transactions transaction contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on the part of the Vendor, including a special resolution of the sole shareholder of the Vendor consenting to the sale of all or substantially all of the assets of the Vendor, and this Agreement constitutes a legal, valid and binding obligation of the Vendor enforceable against the Vendor in accordance with its terms except as may be limited by laws of general application affecting the rights of creditorsterms.

Authority to Sell. The the execution and delivery of this Agreement and the completion of the transactions transaction contemplated by this Agreement hereby have been duly and validly authorized by all necessary corporate action on the part of the Vendor, and this Agreement constitutes a legal, valid and binding obligation of the Vendor enforceable against the Vendor it in accordance with its terms except as may be limited by laws of general application affecting the rights of creditors.;

Authority to Sell. The execution All necessary action on the Vendor's part has duly and validly authorized the signing and delivery of this Agreement and the completion of the transactions transaction contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on the part of the VendorAgreement, and this Agreement constitutes a legal, valid valid, and binding obligation of the Vendor enforceable against the Vendor him in accordance with its terms except as may be limited by laws of general application affecting the rights of creditors.

Authority to Sell. The execution and delivery of this Agreement and the completion of the transactions transaction contemplated by this Agreement have hereby has been duly and validly authorized by all necessary corporate action on the part of the Vendor, Seller and this Agreement constitutes a legal, valid and binding obligation of the Vendor Seller, enforceable against the Vendor Seller in accordance with its terms except as may be limited by laws of general application affecting the rights of creditors.