Common use of Authority; Validity; Enforceability Clause in Contracts

Authority; Validity; Enforceability. Each Seller has the requisite power and authority to execute and deliver the Transaction Documents, as applicable, and to consummate the transactions contemplated hereby and thereby, and to perform its obligations hereunder and thereunder. The execution, delivery and performance of the Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate or other action on the part of each Seller, and no other proceedings on the part of such Seller or its board of directors or stockholders is necessary to authorize the Transaction Documents or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by or on behalf of each Seller, and when executed and delivered, the Transaction Documents will be valid and legally binding obligations of each Seller, enforceable against each such Seller in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally or by general equitable principles.

Authority; Validity; Enforceability. Each Seller Purchaser has the requisite power and authority to execute and deliver the Transaction Documents, as applicable, and to consummate the transactions contemplated hereby and thereby, and to perform its obligations hereunder and thereunder. The execution, delivery and performance of the Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate or other action on the part of each SellerPurchaser, and no other proceedings on the part of such Seller or its board of directors or stockholders Purchaser is necessary to authorize the Transaction Documents or to consummate the transactions contemplated hereby or thereby. This Agreement has been been, and the Transaction Documents will be, duly executed and delivered by or on behalf of each SellerPurchaser, and when executed the Agreement is, and delivered, the Transaction Documents will be be, valid and legally binding obligations of each SellerPurchaser, enforceable against each such Seller Purchaser in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally or by general equitable principles.