Authorization and Validity of Monaco and Agreement Clause Samples

Authorization and Validity of Monaco and Agreement. The execution, delivery and performance by Monaco and Buyer of this Agreement and any other agreements contemplated hereby and the consummation by Monaco and Buyer of the transactions contemplated hereby and thereby have been duly authorized by their respective Boards of Directors. No other corporate or stockholder action is necessary for the authorization, execution, delivery and performance by Monaco or Buyer of this Agreement and any other agreement contemplated hereby and the consummation by Monaco or Buyer of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by Monaco and Buyer and constitutes a valid and legally binding obligation of Monaco and Buyer, enforceable against each of them in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).