Common use of Authorization; Binding Effect Clause in Contracts

Authorization; Binding Effect. (a) Seller has all requisite corporate power and authority to execute, deliver and perform this Agreement and the Collateral Agreements to which it will be a party and to consummate the transactions contemplated hereby and thereby, and the execution, delivery and performance of this Agreement and the Collateral Agreements to which it will be a party has been duly authorized by all requisite corporate action. (b) Each Subsidiary that will be a party to a Collateral Agreement has all requisite corporate power and authority to execute, deliver and perform the Collateral Agreements to which it will be a party and to consummate the transactions contemplated thereby, and the execution, delivery and performance of the Collateral Agreements to which it will be a party has been duly authorized by all requisite corporate action. (c) This Agreement has been duly executed and delivered by Seller and this Agreement is, and the Collateral Agreements to which Seller and any Subsidiary will be a party when duly executed and delivered by Seller or such Subsidiary will be, valid and legally binding obligations of Seller or such Subsidiary, enforceable against Seller or such Subsidiary, as applicable, in accordance with their respective terms, except to the extent that enforcement of the rights and remedies created hereby and thereby may be affected by bankruptcy, reorganization, moratorium, insolvency and similar Laws of general application affecting the rights and remedies of creditors and by general equity principles.

Authorization; Binding Effect. (a) Seller has all requisite corporate power and authority to execute, deliver and perform this Agreement and the Collateral Agreements to which it will be a party and to consummate effect the transactions contemplated hereby and thereby, and the execution, delivery and performance of this Agreement and the Collateral Agreements to which it Seller will be a party has been duly authorized by all requisite corporate action. (b) . Each Subsidiary that will be a party to a Collateral Agreement has all requisite corporate power and authority to execute, deliver and perform the Collateral Agreements to which it will be a party and to consummate effect the transactions contemplated thereby, and the execution, delivery and performance of the Collateral Agreements to which it such Subsidiary will be a party has been duly authorized by all requisite corporate action. (cb) This Agreement has been duly executed and delivered by Seller and this Agreement is, and the Collateral Agreements to which Seller and any each Subsidiary will be a party when duly executed and delivered by Seller or such Subsidiary will be, valid and legally binding obligations of Seller or such Subsidiary, enforceable against Seller or such Subsidiary, as applicable, in accordance with their respective terms, except to the extent that enforcement of the rights and remedies created hereby and thereby may be affected by bankruptcy, reorganization, moratorium, insolvency and similar Laws of general application affecting the rights and remedies of creditors and by general equity principlescreditors.

Authorization; Binding Effect. (ai) Seller has all requisite corporate power and authority to execute, deliver and perform this Agreement and the Collateral Agreements to which it will be a party and to consummate effect the transactions contemplated hereby and thereby, and the execution, delivery and performance of this Agreement and the Collateral Agreements to which it will be a party has been duly authorized by all requisite corporate action. (bii) Each Subsidiary that has title to any Purchased Asset or asset acquired after the date hereof that will be a party to a Collateral Agreement Purchased Asset or an obligation that is or will be an Assumed Liability has all requisite corporate power and authority to execute, deliver and perform the Collateral Agreements to which it will be a party and to consummate effect the transactions contemplated thereby, and the execution, delivery and performance of the Collateral Agreements to which it will be a party has been duly authorized by all requisite corporate action. (cb) This Agreement has been duly executed and delivered by Seller and this Agreement is, and the Collateral Agreements to which Seller and each Subsidiary that has title to any Subsidiary asset that is or will be a Purchased Asset or any obligation that is or will be an Assumed Liability, will be a party when duly executed and delivered by Seller or such Subsidiary will be, valid and legally binding obligations of Seller or such Subsidiary, enforceable against Seller or such Subsidiary, as applicable, in accordance with their respective terms, except to the extent that enforcement of the rights and remedies created hereby and thereby may be affected by bankruptcy, reorganization, moratorium, insolvency and similar Laws of general application affecting the rights and remedies of creditors and by general equity principles.

Authorization; Binding Effect. (a) Seller has all requisite corporate power and authority to execute, execute and deliver and perform this Purchase Agreement and the Collateral Agreements to which it will be a party and to consummate effect the transactions contemplated hereby and thereby, and the execution, delivery and performance of this Purchase Agreement and the Collateral Agreements to which it will be a party has have been duly authorized by all requisite corporate action. (b) . Each Seller Subsidiary that will be a party has title to a Collateral Agreement any Purchased Asset or an obligation that is an Assumed Liability has all requisite corporate power and authority to execute, execute and deliver and perform the Collateral Agreements to which it will be a party and to consummate effect the transactions contemplated thereby, and the execution, delivery and performance of the Collateral Agreements to which it will be a party has been will be as of the Closing Date (or at the time of any Subsequent Closing, as applicable) duly authorized by all requisite corporate action. (cb) This Purchase Agreement has been duly executed and delivered by Seller and this Purchase Agreement is, and the Collateral Agreements to which Seller and any each Seller Subsidiary will be a party party, when duly executed and delivered by Seller or such Subsidiary Seller Subsidiary, will be, valid and legally binding obligations of Seller or such Seller Subsidiary, enforceable against Seller or such Seller Subsidiary, as applicable, in accordance with their respective terms, except to assuming, in each case, the extent that enforcement of due execution and delivery by the rights and remedies created hereby and thereby may be affected by bankruptcy, reorganization, moratorium, insolvency and similar Laws of general application affecting the rights and remedies of creditors and by general equity principlesother party or parties thereto.

Authorization; Binding Effect. (a) Seller has all requisite corporate limited liability company power and authority to execute, deliver and perform this Agreement and the Collateral Agreements to which it will be a party and to consummate the transactions contemplated hereby and thereby, and the execution, delivery and performance of this Agreement and the Collateral Agreements to which it will be a party has have been duly authorized by all requisite corporate action. (b) Each Subsidiary that will be a party to a Collateral Agreement has all requisite corporate or similar power and authority to execute, deliver and perform the Collateral Agreements to which it will be a party and to consummate the transactions contemplated thereby, and the execution, delivery and performance of the Collateral Agreements to which it will be a party has have been duly authorized by all requisite corporate or similar action. (c) This Agreement has been duly executed and delivered by Seller and this Agreement is, and the Collateral Agreements to which Seller and any Subsidiary of its Subsidiaries will be a party when duly executed and delivered by Seller or such Subsidiary will be, valid and legally binding obligations of Seller or such Subsidiary, enforceable against Seller or such Subsidiary, as applicable, in accordance with their respective terms, except to the extent that enforcement of the rights and remedies created hereby and thereby may be affected by bankruptcy, reorganization, moratorium, insolvency and similar Laws of general application affecting the rights and remedies of creditors and by general equity principles. 3.4.

Authorization; Binding Effect. (ai) Seller has all requisite corporate power and authority to execute, execute and deliver and perform this Agreement and the Collateral Agreements to which it will be a party and to consummate effect the transactions contemplated hereby and thereby, and the execution, delivery and performance of this Agreement and the Collateral Agreements to which it will be a party has been duly authorized by all requisite corporate action. (bii) Each Subsidiary that will be a party to a Collateral Agreement has all requisite corporate power and authority to execute, execute and deliver and perform the Collateral Agreements to which it will be a party and to consummate effect the transactions contemplated thereby, thereby and the execution, delivery and performance of the Collateral Agreements to which it will be a party has been duly authorized by all requisite corporate action. (cb) This Agreement has been duly executed and delivered by Seller and this Agreement is, and the Collateral Agreements to which Seller and any each Subsidiary will be a party when duly executed and delivered by Seller or such Subsidiary will be, valid and legally binding obligations of Seller or such Subsidiary, as applicable, enforceable against Seller or such Subsidiary, as applicable, in accordance with their respective terms, except to the extent that enforcement of the rights and remedies created hereby and thereby may be affected by bankruptcy, reorganization, moratorium, insolvency and similar Laws of general application affecting the rights and remedies of creditors and by general equity principles.

Authorization; Binding Effect. (a) Seller has all requisite corporate power and authority to execute, execute and deliver and perform this Agreement and the Collateral Agreements to which it will be is a party and to consummate effect the transactions contemplated hereby and thereby, thereby and has duly authorized the execution, delivery and performance of this Agreement and the Collateral Agreements to which it will be is a party has been duly authorized by all requisite corporate action. (b) Each Subsidiary that will be a party to a Collateral Agreement IP-Guardian has all requisite corporate power and authority to execute, execute and deliver and perform the Collateral Agreements to which it will be is a party and to consummate effect the transactions contemplated thereby, thereby and has duly authorized the execution, delivery and performance of the Collateral Agreements to which it will be is a party has been duly authorized by all requisite corporate action. (c) This Agreement has been duly executed and delivered by Seller and this Agreement isis a valid and legally binding obligation of Seller, and enforceable against Seller in accordance with its terms. Each of the Collateral Agreements to which Seller and any Subsidiary will be a party when has been duly executed and delivered by Seller or such Subsidiary will beIP-Guardian (as applicable), and is a valid and legally binding obligations obligation of Seller or such Subsidiaryparty, enforceable against Seller or such Subsidiary, as applicable, party in accordance with their respective its terms, except . Each of the preceding sentences is limited to the extent that enforcement of the rights and remedies created hereby and thereby by this Agreement or any Collateral Agreement may be affected by bankruptcy, reorganization, moratorium, insolvency and similar Laws of general application affecting the rights and remedies of creditors and by general equity principles.

Authorization; Binding Effect. (ai) Seller has all requisite corporate power and authority to execute, execute and deliver and perform this Agreement and the Collateral Agreements to which it will be a party and to consummate effect the transactions contemplated hereby and thereby, thereby and has duly authorized the execution, delivery and performance of this Agreement and the Collateral Agreements to which it will be a party has been duly authorized by all requisite corporate action. (bii) Each Subsidiary that will has title to any asset reasonably expected to be a party Purchased Asset or an obligation reasonably expected to a Collateral Agreement be an Assumed Liability has all requisite corporate power and authority to execute, execute and deliver and perform the Collateral Agreements to which it will be a party and to consummate effect the transactions contemplated thereby, thereby and has duly authorized the execution, delivery and performance of the Collateral Agreements to which it will be a party has been duly authorized by all requisite corporate action. (cb) This Agreement has been duly executed and delivered by Seller and this Agreement is, and the Collateral Agreements to which Seller and each Subsidiary that has title to any Subsidiary asset reasonably expected to be a Purchased Asset or an obligation reasonably expected to be an Assumed Liability will be a party when duly executed and delivered by Seller or such Subsidiary will be, valid and legally binding obligations of Seller or such Subsidiary, enforceable against Seller or such Subsidiary, as applicable, in accordance with their respective terms, except to the extent that enforcement of the rights and remedies created hereby and thereby may be affected by bankruptcy, reorganization, moratorium, insolvency and similar Laws of general application affecting the rights and remedies of creditors and by general equity principles.

Authorization; Binding Effect. (ai) Seller has all requisite corporate power and authority to execute, perform and deliver and perform this Agreement and the Collateral Agreements to which it will be a party and to effect and consummate the transactions contemplated hereby and thereby, and the execution, delivery and performance of this Agreement and the Collateral Agreements to which it will be a party has have been duly authorized by all requisite corporate action. (bii) Each Subsidiary that will be has a party right, title or interest in, to or under any asset which is a Collateral Agreement Purchased Asset or has any obligation which is an Assumed Liability has all requisite corporate power and authority to execute, execute and deliver and perform the Collateral Agreements to which it will be a party and to effect and consummate the transactions contemplated thereby, and the execution, delivery and performance of the Collateral Agreements to which it will be a party has have been duly authorized by all requisite corporate action. (cb) This Agreement has been duly executed and delivered by Seller and this Agreement is, and the Collateral Agreements to which Seller and any each Subsidiary will be a party party, when duly executed and delivered by Seller or such Subsidiary will be, valid and legally binding obligations of Seller or such Subsidiary, enforceable against Seller or such Subsidiary, as applicable, in accordance with their respective terms, except to the extent that enforcement of the rights and remedies created hereby and thereby may be affected by bankruptcy, reorganization, moratorium, insolvency and similar Laws of general application affecting the rights and remedies of creditors and by general equity principles.

Authorization; Binding Effect. (a) 8.2.1 Seller has all requisite corporate power and authority to execute, deliver and perform execute this Agreement and the Collateral Ancillary Agreements to which it Seller will be a party, and to consummate the transactions contemplated hereby and thereby. The execution of this Agreement and the Ancillary Agreements to which Seller will be a party has been or will be duly authorized by all requisite corporate action. 8.2.2 Each Selling Subsidiary has all requisite corporate power and authority to execute the Ancillary Agreements to which such Selling Subsidiary will be a party and to consummate the transactions contemplated hereby and thereby, and by such Ancillary Agreement. The execution of the execution, delivery and performance of this Agreement and the Collateral Ancillary Agreements to which it the Selling Subsidiary will be a party has been duly authorized by all requisite corporate action. (b) Each Subsidiary that will be a party to a Collateral Agreement has all requisite corporate power and authority to execute, deliver and perform the Collateral Agreements to which it will be a party and to consummate the transactions contemplated thereby, and the execution, delivery and performance of the Collateral Agreements to which it will be a party has been duly authorized by all requisite corporate action. (c) 8.2.3 This Agreement has been duly executed and delivered by Seller and this Agreement isconstitutes, and the Collateral Ancillary Agreements to which Seller and any each Selling Subsidiary will be a party when duly executed and delivered by Seller or such Selling Subsidiary will beconstitute, valid and legally binding legal obligations of Seller or such Selling Subsidiary, enforceable against Seller or such Selling Subsidiary, as applicable, in accordance with their its respective terms, except to the extent that enforcement of the rights and remedies created hereby and thereby may be affected by bankruptcy, reorganization, moratorium, insolvency and or similar Laws of general application affecting the rights and remedies of creditors and by general equity principlesprinciples of public policy.

Authorization; Binding Effect. (ai) Seller has all requisite corporate power and authority to execute, deliver and perform this Agreement and the Collateral Agreements to which it will be a party and to consummate effect the transactions contemplated hereby and thereby, and the execution, delivery and performance of this Agreement and the Collateral Agreements to which it will be a party has been duly authorized by all requisite corporate action. (bii) Each Subsidiary that will be a party has title to a Collateral Agreement any Purchased Asset or any Assumed Liability has all requisite corporate power and authority to execute, deliver and perform the Collateral Agreements to which it will be a party and to consummate effect the transactions contemplated thereby, and the execution, delivery and performance of the Collateral Agreements to which it will be a party has been duly authorized by all requisite corporate action. (cb) This Agreement has been duly executed and delivered by Seller and this Agreement is, and the Collateral Agreements to which Seller and each Subsidiary that has title to any Subsidiary Purchased Asset or any Assumed Liability will be a party when duly executed and delivered by Seller or such Subsidiary will be, valid and legally binding obligations of Seller or such Subsidiary, enforceable against Seller or such Subsidiary, as applicable, in accordance with their respective terms, except to the extent that enforcement of the rights and remedies created hereby and thereby may be affected by bankruptcy, reorganization, moratorium, insolvency and similar Laws of general application affecting the rights and remedies of creditors and by general equity principles.

Authorization; Binding Effect. (ai) Seller has all requisite corporate power and authority to execute, execute and deliver and perform this Agreement and the Collateral Agreements to which it will be a party and to consummate effect the transactions contemplated hereby and thereby, and the execution, delivery and performance of this Agreement and the Collateral Agreements to which it will be a party has have been duly authorized by all requisite corporate action. (bii) Each Selling Subsidiary that will be a party to a Collateral Agreement has all requisite corporate power and authority to execute, execute and deliver and perform the Collateral Agreements to which it will be a party and to consummate effect the transactions contemplated thereby, and the execution, delivery and performance of the Collateral Agreements to which it will be a party has have been duly authorized by all requisite corporate action. (cb) This Agreement has been duly executed and delivered by Seller and this Agreement is, and the Collateral Agreements to which Seller and or any Selling Subsidiary will be a party party, when duly executed and delivered by Seller or such Subsidiary Selling Subsidiary, will be, valid and legally binding obligations of Seller or such Selling Subsidiary, enforceable against Seller or such Selling Subsidiary, as applicable, in accordance with their respective terms, except to the extent that enforcement of the rights and remedies created hereby and thereby may be affected by bankruptcy, reorganization, moratorium, insolvency and similar Laws of general application affecting the rights and remedies of creditors and by general equity principles.