Common use of Authorization; Binding Effect; No Breach Clause in Contracts

Authorization; Binding Effect; No Breach. (a) Subject to the Bankruptcy Consents, the execution, delivery and performance of this Agreement and such other Transaction Documents by each Seller and the consummation by such Seller of the transactions contemplated herein and therein have been duly and validly authorized by all corporate or other organizational action by such Seller. This Agreement has been duly and validly executed and delivered by each Seller and each other Transaction Document required to be executed and delivered by a Seller at the Closing will be duly and validly executed and delivered by such Seller at the Closing. Subject to the Bankruptcy Consents, and assuming the due authorization, execution and delivery by the Purchaser, this Agreement and the other Transaction Documents constitute, with respect to each Seller that is party thereto, a legal, valid and binding obligation of such Seller enforceable against it in accordance with its terms.

Authorization; Binding Effect; No Breach. (a) Subject to the receipt of the Bankruptcy Consents, (i) the execution, delivery and performance of this Agreement and such other Transaction Documents by each Seller and the consummation by such Main Seller of the transactions contemplated herein and therein have been duly and validly authorized by all corporate Transaction Documents to which such Main Seller is, or other organizational action by such Seller. This Agreement has been duly and validly executed and delivered by each Seller and each other Transaction Document required to be executed and delivered by a Seller at the Closing will be be, a party has been duly and validly executed and delivered authorized by such Main Seller at and (ii) the Closingexecution, delivery and performance by each Other Seller of the Transaction Documents to which such Seller will be a party will have been duly authorized by such Other Seller by the time such Other Seller executes this Agreement. Subject to receipt of the Bankruptcy Consents, and assuming the due authorization, execution and delivery by the Purchaser, this Agreement Purchaser and the other Designated Purchasers parties thereto, the Transaction Documents constituteto which any Seller is or will be a party, with respect to each Seller that is party thereto, will constitute a legal, valid and binding obligation of such Seller Seller, enforceable against it in accordance with its terms.