Common use of Authorization and Execution Clause in Contracts

Authorization and Execution. This Agreement has been, and each of the agreements and certificates of Transferee to be delivered to Transferor at Closing as provided in Section 5.2 will be, duly authorized by all necessary action on the part of Transferee, has been duly executed and delivered by Transferee, constitutes the valid and binding agreement of Transferee and is enforceable against Transferee in accordance with its terms. All action required pursuant to this Agreement necessary to effectuate the transactions contemplated herein has been, or will at Closing be, taken promptly and in good faith by Transferee and its representatives and agents.