Common use of Authorization and Binding Obligation Clause in Contracts

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by Buyer have been duly authorized by all necessary actions on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The execution, delivery, delivery and performance of this Agreement by Buyer have been duly authorized by all necessary actions corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms except as the enforceability of this Agreement hereof may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and generally, or by judicial discretion in the enforcement of court-applied equitable remedies.

Authorization and Binding Obligation. The execution, delivery, delivery and performance of this Agreement by Buyer have been duly authorized by all necessary actions action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes the a legal, valid, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, insolvency or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The execution, delivery, Buyer has all requisite corporate power and performance authority to enter into this Agreement and to consummate the transactions contemplated hereby. Buyer's execution and delivery of this Agreement by Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary actions corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid, valid and binding obligation of Buyer, enforceable against Buyer it in accordance with its terms except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remediesterms.

Authorization and Binding Obligation. The execution, delivery, delivery and performance of this Agreement by Buyer have been duly and validly authorized by all necessary actions action on the part of Buyer. This Agreement has been duly executed signed and delivered by Buyer and constitutes the legal, valid, valid and binding obligation obligations of Buyer, enforceable against Buyer it in accordance with its terms terms, except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, insolvency or other similar laws affecting creditors' ’ rights generally generally, and by judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by Buyer Seller have been duly authorized by all necessary actions corporate action on the part of BuyerSeller. This Agreement has been duly executed and delivered by Buyer Seller and constitutes the legal, valid, and binding obligation of BuyerSeller, enforceable against Buyer Seller in accordance with its terms except as the enforceability of this Agreement hereof may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and generally, or by judicial discretion in the enforcement of court-applied equitable remedies.

Authorization and Binding Obligation. The Buyer has all necessary power and authority to enter into and perform under this Agreement and the transactions contemplated hereby, and Buyer's execution, delivery, delivery and performance of this Agreement by Buyer have has been duly and validly authorized by all necessary actions action on the part of Buyerits part. This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid, its valid and binding obligation of Buyerobligation, enforceable against Buyer in accordance with its terms terms, except as the enforceability of this Agreement may be affected limited by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of or equitable remediesprinciples generally.

Authorization and Binding Obligation. The execution, delivery, delivery and performance of this Agreement by Buyer each Seller have been duly authorized by all necessary actions corporate or other required action on the part of Buyereach Seller. This Agreement has been duly executed and delivered by Buyer each Seller and constitutes the its legal, valid, valid and binding obligation of Buyerobligation, enforceable against Buyer it in accordance with its terms except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by Buyer Seller have been duly authorized by all necessary actions on the part of BuyerSeller and its shareholder. This Agreement has been duly executed and delivered by Buyer Seller and constitutes the legal, valid, and binding obligation of BuyerSeller, enforceable against Buyer it in accordance with its terms terms, except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally generally, and by judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by Buyer Seller have been duly authorized by all necessary corporate actions on the part of BuyerSeller. This Agreement has been duly executed and delivered by Buyer Seller and constitutes the legal, valid, and binding obligation of BuyerSeller, enforceable against Buyer it in accordance with its terms except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally generally, and by judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by Buyer have been duly authorized by all necessary actions on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms terms, except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The execution, delivery, Buyer has all necessary power and performance of authority to enter into and perform its obligations under this Agreement by Buyer have been duly authorized by all necessary actions on and to consummate the part of Buyertransactions contemplated hereby. This Agreement has and all other documents required hereby have been duly executed and delivered by Buyer and constitutes the legal, valid, constitute valid and binding obligation of Buyer, obligations enforceable against Buyer in accordance with its their terms except as the enforceability of this Agreement may be affected limited by applicable bankruptcy, insolvency, insolvency or similar laws affecting creditors' rights generally and by judicial discretion in or the enforcement availability of equitable remedies.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by Buyer have been duly authorized by all necessary actions action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes the a legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms except as the enforceability of this Agreement hereof may be affected by bankruptcy, insolvency, or similar laws affecting creditors' ’ rights generally and by judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by Buyer have been duly authorized by all necessary actions on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid, and binding obligation obligations of Buyer, enforceable against Buyer in accordance with its terms except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The execution, delivery, delivery and performance of this Agreement by Buyer have been duly authorized by all necessary actions corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes the a legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by Buyer Purchaser have been duly authorized by all necessary corporate actions on the part of BuyerPurchaser and its shareholders. This Agreement has been duly executed and delivered by Buyer Purchaser and constitutes the legal, valid, and binding obligation of BuyerPurchaser, enforceable against Buyer Purchaser in accordance with its terms except as the enforceability of this Agreement hereof may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and generally, or by judicial discretion in the enforcement of court-applied equitable remedies.

Authorization and Binding Obligation. The Buyer’s execution, delivery, delivery and performance of this Agreement by Buyer and the transactions contemplated hereby have been duly and validly authorized by all necessary actions action on its part and upon the part obtaining of Buyer. This all necessary approvals of the transactions contemplated by this Agreement, this Agreement has been duly will constitute, and the other agreements to be executed and delivered by Buyer and constitutes in connection herewith will constitute, the legal, valid, valid and binding obligation of Buyer, Buyer enforceable against Buyer in accordance with its terms except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remediestheir terms.

Authorization and Binding Obligation. The Buyer has all necessary power and authority to enter into and perform this Agreement and the transactions contemplated hereby, and Buyer's execution, delivery, delivery and performance of this Agreement by Buyer have has been duly and validly authorized by all necessary actions action on the part of Buyerits part. This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid, its valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remediesterms.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by Buyer have each Seller has been duly authorized by all necessary actions corporate action on the part of Buyereach Seller. This Agreement has been duly executed and delivered by Buyer each Seller and constitutes the legal, valid, and binding obligation of Buyereach Seller, enforceable against Buyer each Seller in accordance with its terms terms, except as to the extent that the enforceability of this Agreement hereof may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and generally, or by judicial discretion in the enforcement of court-applied equitable remediesprinciples.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by Buyer each Seller have been duly authorized by all necessary actions on the part of Buyereach Seller and its shareholders. This Agreement has been duly executed and delivered by Buyer each Seller and constitutes the legal, valid, and binding obligation obligations of Buyereach Seller, enforceable against Buyer it in accordance with its terms except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally generally, and by judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The execution, delivery, delivery and performance of this Agreement by Buyer have been duly authorized by all necessary actions corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms except as the enforceability of this Agreement hereof may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and generally, or by judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The execution, delivery, delivery and performance of this Agreement by Buyer have been duly authorized by all necessary actions corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms terms, except as the enforceability of this Agreement hereof may be affected by bankruptcy, insolvency, insolvency or similar laws affecting creditors' rights generally and generally, or by judicial discretion in the enforcement of court-applied equitable remedies.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by Buyer have has been duly authorized by all necessary actions on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The execution, delivery, and performance by Buyer of this Agreement by Buyer and the documents contemplated hereby have been duly authorized by all necessary actions on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms terms, except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by Buyer Sellers have been duly authorized by all necessary corporate actions on the part of BuyerSellers and their shareholders. This Agreement has been duly executed and delivered by Buyer Sellers and constitutes the legal, valid, and binding obligation of BuyerSellers, enforceable against Buyer them in accordance with its terms except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally generally, and by judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by Buyer the Purchaser and the performance by the Purchaser of its obligations hereunder have been duly authorized by all necessary actions on the part of Buyerthe Purchaser. This Agreement has been duly executed and delivered by Buyer the Purchaser and constitutes the legal, valid, and binding obligation of Buyerthe Purchaser, enforceable against Buyer the Purchaser in accordance with its terms except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remediesterms.

Authorization and Binding Obligation. The execution, delivery, delivery and performance of this Agreement by Buyer have has been duly authorized by all necessary actions corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid, and binding obligation obligations of Buyer, enforceable against Buyer in accordance with its terms except as the enforceability of this Agreement hereof may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and generally, or by judicial discretion in the enforcement of court-applied equitable remedies.

Authorization and Binding Obligation. The Buyer has all necessary power and authority to enter into and perform under this Agreement and the transactions contemplated hereby, and Buyer’s execution, delivery, delivery and performance of this Agreement by Buyer have has been duly and validly authorized by all necessary actions action on the part of Buyerits part. This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid, its valid and binding obligation of Buyerobligation, enforceable against Buyer in accordance with its terms terms, except as the enforceability of this Agreement may be affected limited by bankruptcy, insolvency, or similar laws affecting creditors' ’ rights generally and by judicial discretion in the enforcement of or equitable remediesprinciples generally.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by Buyer have been duly authorized by all necessary actions action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes the a legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms except as the enforceability of this Agreement hereof may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The execution, delivery, delivery and performance of this Agreement and the documents contemplated hereby by Buyer have been duly authorized by all necessary actions corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes the its legal, valid, and binding obligation of Buyerobligation, enforceable against Buyer it in accordance with its terms terms, except as to the extent such enforceability of this Agreement may be affected limited by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remediesEnforceability Exceptions.

Authorization and Binding Obligation. The execution, delivery, delivery and ------------------------------------ performance of this Agreement by Buyer have been duly authorized by all necessary actions corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms except as the enforceability of this Agreement hereof may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and generally, or by judicial discretion in the enforcement of court-applied equitable remedies.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by Buyer have been duly authorized by all necessary actions on the part of Buyer. This Agreement has have been duly executed and delivered by Buyer and constitutes constitute the legal, valid, and binding obligation obligations of Buyer, enforceable against Buyer in accordance with its their respective terms except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. Buyer has full corporate power and corporate authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by Buyer have been duly and validly authorized by all necessary actions corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remediesterms.

Authorization and Binding Obligation. The execution, delivery, delivery and performance of this Agreement by Buyer have been duly authorized by all necessary actions action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes the a legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The execution, delivery, delivery and performance of this Agreement by Buyer have been duly authorized by all necessary actions action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms except as to the extent that the enforceability of this Agreement hereof may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remediesEquitable Exceptions.

Authorization and Binding Obligation. The Buyer has all necessary corporate power and authority to enter into and perform its obligations under this Agreement and the transactions contemplated hereby, and Buyer's execution, delivery, delivery and performance of this Agreement by Buyer have been duly and validly authorized by all necessary actions corporate action on the part of Buyerits part. This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid, its valid and binding obligation of Buyerobligations, enforceable against Buyer it in accordance with its terms terms, except as the enforceability of this Agreement may be affected limited by bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights generally and by judicial discretion in the enforcement of or equitable remediesprinciples.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by Buyer have each Seller has been duly authorized by all necessary actions corporate action on the part of Buyereach Seller. This Agreement has been duly executed and delivered by Buyer each Seller and constitutes the legal, valid, and binding obligation obligations of Buyersuch Seller, enforceable against Buyer such Seller in accordance with its terms except as the enforceability of this Agreement hereof may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and generally, or by judicial discretion in the enforcement of court-applied equitable remedies.

Authorization and Binding Obligation. The execution, delivery, and performance by Buyer of this Agreement by Buyer and the documents contemplated hereby have been duly authorized by all necessary actions on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms terms, except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' ’ rights generally and by judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by Buyer have been duly authorized by all necessary actions corporate action on the part of the Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes the a legal, valid, and binding obligation obligations of Buyer, enforceable against Buyer in accordance with its terms except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remediesterms.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by Buyer each Seller have been duly authorized by all necessary actions on the part of Buyersuch Seller. This Agreement has been duly executed and delivered by Buyer each Seller and constitutes the legal, valid, and binding obligation of Buyereach Seller, enforceable against Buyer it in accordance with its terms except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally generally, and by judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The Buyer each have all necessary power and authority to enter into and perform under this Agreement and the transactions contemplated hereby, and Buyer’s execution, delivery, delivery and performance of this Agreement by Buyer have has been duly and validly authorized by all necessary actions action on the part of Buyerits part. This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid, its valid and binding obligation of Buyerobligation, enforceable against Buyer in accordance with its terms terms, except as the enforceability of this Agreement may be affected limited by bankruptcy, insolvency, or similar laws affecting creditors' ’ rights generally and by judicial discretion in the enforcement of or equitable remediesprinciples generally.

Authorization and Binding Obligation. The execution, delivery, delivery and performance of this Agreement by Buyer have been duly authorized by all necessary actions corporate action on the part of Buyer. This Agreement has been duly constitutes, and when executed and delivered by at Closing, each other Buyer and constitutes the Document will constitute, a legal, valid, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms except as the enforceability of this Agreement or any Buyer Document may be affected by bankruptcy, insolvency, insolvency or similar laws affecting creditors' ’ rights generally and by judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by Buyer have been duly authorized by all necessary actions on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remedies.by

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by Buyer have been duly authorized by all necessary actions on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms terms, except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' ’ rights generally and by judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The execution, delivery, delivery and performance of this Purchase Agreement by Buyer have been duly authorized by all necessary actions action on the part of Buyer. This Purchase Agreement has been duly executed and delivered by Buyer and constitutes the a legal, valid, and binding binding, obligation of Buyer, enforceable against Buyer in accordance with its terms except as the enforceability of this Purchase Agreement may be affected by bankruptcy, insolvency, bankruptcy or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by Buyer have been duly authorized by all necessary actions action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms terms, except as to the extent that the enforceability of this Agreement hereof may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and generally, or by judicial discretion in the enforcement of court-applied equitable remediesprinciples.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by Buyer have been duly authorized by all necessary actions on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid, and binding obligation obligations of Buyer, enforceable against Buyer in accordance with its terms terms, except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by Buyer have has been duly authorized by all necessary corporate actions on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by Buyer each Seller have been duly authorized by all necessary corporate actions on the part of Buyersuch Seller. This Agreement has been duly executed and delivered by Buyer each Seller and constitutes the legal, valid, and binding obligation of Buyereach Seller, enforceable against Buyer it in accordance with its terms except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally generally, and by judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by Buyer have been duly authorized by all necessary actions action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes the a legal, valid, and binding obligation of Buyer, Buyer enforceable against Buyer in accordance with its terms except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' ’ rights generally and by judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by Buyer have been duly authorized by all necessary actions on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remedies.-11-

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by Buyer have been duly authorized by all necessary limited liability company actions on the part of Buyer. This Assuming the due authorization, execution and delivery of this Agreement has been duly executed and delivered by Buyer and Seller, this Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms terms, except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally generally, and by judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by Buyer have been duly authorized by all necessary actions corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes the a legal, valid, and binding obligation of Buyer, Buyer enforceable against Buyer in accordance with its terms terms, except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' ’ rights generally and by judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by Buyer have been duly authorized by all necessary corporate actions on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid, and binding obligation obligations of Buyer, enforceable against Buyer in accordance with its terms except as the enforceability of this Agreement hereof may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and generally, or by judicial discretion in the enforcement of court- applied equitable remedies.

Authorization and Binding Obligation. The execution, delivery, delivery and performance of this Agreement by Buyer have been duly authorized by all necessary actions action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes the a legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms terms, except as to the extent such enforceability of this Agreement may be affected limited by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remediesEnforceability Exceptions.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by Buyer have been duly authorized by all necessary corporate actions on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms terms, except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The execution, delivery, delivery and performance of this Agreement by Buyer have been duly authorized by all necessary actions action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes the a legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms terms, except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by Buyer have been duly authorized by all necessary actions action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms terms, except as to the extent that the enforceability of this Agreement hereof may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and generally, or by judicial discretion in the enforcement of courtapplied equitable remediesprinciples.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by Buyer have been duly authorized by all necessary actions corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes the a legal, valid, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, insolvency or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The execution, delivery, and ------------------------------------ performance of this Agreement by Buyer have been duly authorized by all necessary actions limited liability company action on the part of the Buyer. This Agreement has been duly and validly executed and delivered by Buyer and Buyer. This Agreement constitutes the a legal, valid, and binding obligation of Buyer, Buyer and is enforceable against Buyer in accordance with its terms except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remediesit terms.