Common use of Authorization; Binding Obligation Clause in Contracts

Authorization; Binding Obligation. Buyer has all necessary corporate power and authority to execute and deliver this Agreement and each Related Agreement to which it is a party and each other instrument or document required to be executed and delivered by it pursuant to this Agreement or any such Related Agreement, to perform all of its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and each Related Agreement to which it is a party, the performance of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of Buyer and no other corporate proceedings on the part of Buyer are necessary to authorize this Agreement or any Related Agreement to which it is, or will become, a party or to consummate the transactions so contemplated herein and therein. This Agreement has been duly and validly executed and delivered by Buyer, and each Related Agreement to which Buyer is a party, when executed and delivered by Buyer, is or will be duly and validly executed and delivered by Buyer, and this Agreement constitutes, and each Related Agreement to which Buyer is or will become a party when executed and delivered by Buyer constitutes or will constitute, a legal, valid, and binding obligation of Buyer enforceable against Buyer in accordance with its respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally and (b) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization; Binding Obligation. Buyer has all necessary corporate power and authority to execute and deliver this Agreement and each Related Agreement to which it is a party and each other instrument or document required to be executed and delivered by it pursuant to this Agreement or any such Related Agreement, to perform all of its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and each Related Agreement to which it is a party, the performance of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite action on the part of Buyer and no other corporate proceedings on the part of Buyer are necessary to authorize this Agreement or any Related Agreement to which it is, or will become, a party or to consummate the transactions so contemplated herein and therein. This Agreement has been duly and validly executed and delivered by Buyer, and each Related Agreement to which Buyer is a party, when executed and delivered by Buyer, is or will be duly and validly executed and delivered by Buyer, and this Agreement constitutes, and each Related Agreement to which Buyer is or will become a party when executed and delivered by Buyer constitutes or will constitute, a legal, valid, and binding obligation of Buyer enforceable against Buyer in accordance with its respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally and (b) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization; Binding Obligation. Buyer Seller has all necessary corporate power and authority to execute and deliver this Agreement and Agreement, each Related Agreement to which it is a party and each other instrument or document required to be executed and delivered by it pursuant to this Agreement or any such Related Agreement, and to perform all each of its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer Seller of this Agreement and each Related Agreement to which it is a partyAgreement, the performance of its obligations hereunder and thereunder thereunder, and the consummation by Buyer Seller of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all requisite action on the part of Buyer Seller and no other corporate proceedings on the Seller’s part of Buyer are necessary to authorize this Agreement or any Related Agreement to which it is, or will become, a party or to consummate the transactions so contemplated herein and therein. This Agreement has been duly and validly executed and delivered by BuyerSeller, and each Related Agreement to which Buyer is a partyAgreement, when executed and delivered by BuyerSeller, is or will be duly and validly executed and delivered by BuyerSeller, and this Agreement constitutes, and each Related Agreement to which Buyer is or will become a party when executed and delivered by Buyer constitutes or will constitute, a legal, valid, valid and binding obligation of Buyer Seller, enforceable against Buyer Seller in accordance with its respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization; Binding Obligation. Buyer Seller has all necessary corporate power and authority to execute and deliver this Agreement and Agreement, each Related Agreement to which it is a party and each other instrument or document required to be executed and delivered by it pursuant to this Agreement or any such Related Agreement, and to perform all each of its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer Seller of this Agreement and each Related Agreement to which it is a partyAgreement, the performance of its obligations hereunder and thereunder thereunder, and the consummation by Buyer Seller of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all requisite action on the part of Buyer Seller and no other corporate proceedings on the Seller’s part of Buyer are necessary to authorize this Agreement or any Related Agreement to which it is, or will become, a party or to consummate the transactions so contemplated herein and therein. This Agreement has been duly and validly executed and delivered by BuyerSeller, and each Related Agreement to which Buyer is a partyAgreement, when executed and delivered by BuyerSeller, is or will be duly and validly executed and delivered by BuyerSeller, and this Agreement constitutes, and each Related Agreement to which Buyer is or will become a party when executed and delivered by Buyer constitutes or will constitute, a legal, valid, valid and binding obligation of Buyer Seller, enforceable against Buyer Seller in accordance with its respective terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally generally, and (bii) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization; Binding Obligation. Buyer Each Seller Entity (and, if applicable, one or more of their Affiliates) has all necessary corporate power and authority to execute and deliver this Agreement and Agreement, each Related Agreement to which it is a party and each other instrument or document required to be executed and delivered by it pursuant to this Agreement or any such Related Agreement, and to perform all each of its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer each Seller Entity (and, if applicable, one or more of its Affiliates) of this Agreement and each Related Agreement to which it is a partyAgreement, the performance of its obligations hereunder and thereunder thereunder, and the consummation by Buyer such Seller Entity (and, if applicable, one or more of its Affiliates) of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all requisite action on the part of Buyer such Seller Entity (and, if applicable, one or more of its Affiliates), and no other corporate proceedings on the such Seller Entity’s (or, if applicable, one or more of its Affiliates’) part of Buyer are is necessary to authorize this Agreement or any Related Agreement to which it is, or will become, a party or to consummate the transactions so contemplated herein and therein. This Agreement has been duly and validly executed and delivered by Buyereach Seller Entity (and, if applicable, one or more of their Affiliates), and each Related Agreement to which Buyer is a partyAgreement, when executed and delivered by Buyersuch Seller Entity (and, if applicable, one or more of its Affiliates), is or will be duly and validly executed and delivered by Buyersuch Seller Entity (and, if applicable, one or more of its Affiliates) and this Agreement constitutes, and each Related Agreement to which Buyer is or will become a party when executed and delivered by Buyer constitutes or will constitute, a legal, valid, valid and binding obligation of Buyer such Seller Entity (and, if applicable, one or more of its Affiliates), enforceable against Buyer such Seller Entity (and, if applicable, one or more of its Affiliates) in accordance with its respective terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally generally, and (bii) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization; Binding Obligation. Buyer has all necessary corporate power and authority to execute and deliver this Agreement and each Related Agreement to which it is a party and each other instrument or document required to be executed and delivered by it pursuant to this Agreement or any such Related Agreement, to perform all of its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and each Related Agreement to which it is a party, the performance of its obligations hereunder and thereunder thereunder, and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite action on the part of Buyer and no other corporate proceedings on the part of Buyer are necessary to authorize this Agreement or any Related Agreement to which it is, or will become, a party or to consummate the transactions so contemplated herein and therein. This Agreement has been duly and validly executed and delivered by Buyer, and each Related Agreement to which Buyer is a party, when executed and delivered by Buyer, is or Buyer will be duly and validly executed and delivered by Buyer, Buyer and this Agreement constitutes, and each Related Agreement to which Buyer is or will become a party when executed and delivered by Buyer constitutes or will constitute, a legal, valid, and binding obligation of Buyer enforceable against Buyer in accordance with its their respective terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally and and, (bii) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization; Binding Obligation. Each of Buyer and Parent has all necessary corporate power and authority to execute and deliver this Agreement and each Related Agreement to which it is a party and each other instrument or document required to be executed and delivered by it pursuant to this Agreement or any such Related Agreement, to issue the Warrant and to perform all of its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each of Buyer and Parent of this Agreement and each Related Agreement to which it is a party, the performance of its obligations hereunder and thereunder and the consummation by each of Buyer and Parent of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite action on the part of each of Buyer and Parent, respectively, and no other corporate proceedings on the part of Buyer or Parent are necessary to authorize this Agreement or any Related Agreement to which it is, or will become, a party or to consummate the transactions so contemplated herein and therein. This Agreement has been duly and validly executed and delivered by Buyereach of Buyer and Parent, and each Related Agreement to which Buyer or Parent is a party, when executed and delivered by Buyersuch party, is or will be duly and validly executed and delivered by Buyersuch party, and this Agreement constitutes, and each Related Agreement to which Buyer or Parent is or will become a party when executed and delivered by Buyer such party constitutes or will constitute, a legal, valid, valid and binding obligation of Buyer such party enforceable against Buyer such party in accordance with its respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally and (b) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization; Binding Obligation. Buyer Each Seller has all necessary corporate power and authority to execute and deliver this Agreement and Agreement, each Related Agreement Transaction Document to which it is a party and each other instrument or document required to be executed and delivered by it pursuant to this Agreement or any such Related AgreementTransaction Document, and to perform all of its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer each Seller of this Agreement and each Related Agreement Transaction Document to which it is a party, the performance of its respective obligations hereunder and thereunder thereunder, and the consummation by Buyer of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all requisite necessary action on the part of Buyer such Seller and no other corporate proceedings on the part of Buyer such Seller are necessary to authorize this Agreement or any Related Agreement Transaction Document to which it is, or will become, is a party or to consummate the transactions so contemplated herein and therein. This Agreement has been duly and validly executed and delivered by Buyerbeen, and each Related Agreement of the Transaction Documents to which Buyer either Seller is a party, when executed and delivered by Buyersuch Seller, is or will be be, duly and validly executed and delivered by Buyersuch Seller, and this Agreement constitutes, and each Related Agreement Transaction Document to which Buyer either Seller is or will become a party party, when executed and delivered by Buyer constitutes or such Seller, will constitute, a legal, valid, valid and binding obligation of Buyer such Seller enforceable against Buyer such Seller in accordance with its respective terms, except (a) as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws or similar laws relating to or affecting the rights of general application affecting enforcement of creditors’ rights creditors generally and by general equitable principles (b) as limited by Laws relating to the availability regardless of specific performance, injunctive relief whether such enforceability is considered in a proceeding in equity or other equitable remediesat law).

Authorization; Binding Obligation. Buyer The Company has all necessary corporate power and authority authority, and the Stockholder has all necessary personal power and authority, to execute and deliver this Agreement and Agreement, each Related Agreement to which it the Company or the Stockholder is a party and each other instrument or document required to be executed and delivered by it or him pursuant to this Agreement or any such Related Agreement, and to perform all of its or his respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer the Company of this Agreement and each Related Agreement to which it is a party, the performance of its obligations hereunder and thereunder thereunder, and the consummation by Buyer of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all requisite necessary action on the part of Buyer the Company and no other corporate proceedings on the part of Buyer the Company are necessary to authorize this Agreement or any Related Agreement to which it is, or will become, the Company is a party or to consummate the transactions so contemplated herein and therein. This Agreement has been duly and validly executed and delivered by Buyerbeen, and each of the Related Agreement Agreements to which Buyer the Company or the Stockholder is a party, when executed and delivered by Buyersuch Person, is or will be be, duly and validly executed and delivered by Buyersuch Person, and this Agreement constitutes, and each Related Agreement to which Buyer such Person is or will become a party party, when executed and delivered by Buyer constitutes or such Person and each other party hereto and thereto, will constitute, a legal, valid, valid and binding obligation of Buyer such Person enforceable against Buyer such Person in accordance with its respective terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally and (bii) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remediesremedies (the “Enforceability Exceptions”).

Authorization; Binding Obligation. Buyer The Seller has all necessary corporate power and authority to execute and deliver this Agreement and Agreement, each Related Agreement to which it is a party and each other instrument or document required to be executed and delivered by it pursuant to this Agreement or any such Related Agreement, and to perform all each of its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer the Seller of this Agreement and each Related Agreement to which it is a party, the performance of its obligations hereunder and thereunder thereunder, and the consummation by Buyer of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all requisite action actions on the part of Buyer the Seller and no other corporate proceedings on the its part of Buyer are necessary to authorize this Agreement or any Related Agreement to which it is, or will become, is a party or to consummate the transactions so contemplated herein and therein. This Agreement has been duly and validly executed and delivered by Buyerbeen, and each of the Related Agreement Agreements to which Buyer the Seller is a party, when executed and delivered by Buyerthe Seller, is or will be be, duly and validly executed and delivered by Buyer, the Seller and this Agreement constitutes, and each Related Agreement to which Buyer the Seller is or will become a party party, when executed and delivered by Buyer constitutes or the Seller, and each other party hereto and thereto, will constitute, a legal, valid, valid and binding obligation of Buyer the Seller enforceable against Buyer the Seller in accordance with its respective terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally and (bii) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization; Binding Obligation. Buyer has Each of the Seller and the Parent have all necessary corporate power and authority to execute and deliver this Agreement and Agreement, each Related Agreement to which it is a party and each other instrument or document required to be executed and delivered by it pursuant to this Agreement or any such Related Agreement, and to perform all each of its their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer each of the Seller and the Parent of this Agreement and each Related Agreement to which it is a party, the performance of its obligations hereunder and thereunder thereunder, and the consummation by Buyer of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all requisite action on the part of Buyer the Seller and the Parent and no other corporate proceedings on the their part of Buyer are necessary to authorize this Agreement or any Related Agreement to which it is, or will become, is a party or to consummate the transactions so contemplated herein and therein. This Agreement has been duly and validly executed and delivered by Buyerbeen, and each of the Related Agreement Agreements to which Buyer the Seller or the Parent is a party, when executed and delivered by Buyerthe Seller or the Parent, is or will be be, duly and validly executed and delivered by Buyerthe Seller or the Parent, as applicable, and this Agreement constitutes, and each Related Agreement to which Buyer the Seller or the Parent is or will become a party party, when executed and delivered by Buyer constitutes the Seller or will constitutethe Parent, and each other party hereto and thereto, constitutes, a legal, valid, valid and binding obligation of Buyer the Seller or the Parent, as applicable, enforceable against Buyer the Seller or the Parent in accordance with its respective terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally and (bii) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization; Binding Obligation. Buyer has all necessary corporate limited liability company power and authority to execute and deliver this Agreement and each Related Agreement to which it is a party and each other instrument or document required to be executed and delivered by it pursuant to this Agreement or any such Related Agreement, to perform all of its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and each Related Agreement to which it is a party, the performance of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite action on the part of Buyer and no other corporate proceedings on the part of Buyer are necessary to authorize this Agreement or any Related Agreement to which it is, or will become, a party or to consummate the transactions so contemplated herein and therein. This Agreement has been duly and validly executed and delivered by Buyer, and each Related Agreement to which Buyer is a party, when executed and delivered by Buyer, is or will be duly and validly executed and delivered by Buyer, and this Agreement constitutes, and each Related Agreement to which Buyer is or will become a party when executed and delivered by Buyer constitutes or will constitute, a legal, valid, and binding obligation of Buyer enforceable against Buyer in accordance with its respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally and (b) as limited by Laws relating to for the availability of specific performance, injunctive relief or other equitable remediesEnforceability Exceptions.

Authorization; Binding Obligation. The Buyer and the Parent each has all necessary corporate power and authority to execute and deliver this Agreement and each Related Agreement to which it is a party and each other instrument or document required to be executed and delivered by it pursuant to this Agreement or any such Related Agreement, to perform all of its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Buyer and the Parent of this Agreement and each Related Agreement to which it is a party, the performance of its obligations hereunder and thereunder thereunder, and the consummation by the Buyer and the Parent of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite action on the part of the Buyer and the Parent, as applicable, and no other corporate proceedings on the part of the Buyer or the Parent are necessary to authorize this Agreement or any Related Agreement to which it is, or will become, a party or to consummate the transactions so contemplated herein and therein. This Agreement has been duly and validly executed and delivered by Buyerthe Buyer and the Parent, and each Related Agreement to which the Buyer or the Parent is a party, when executed and delivered by Buyer, is the Buyer or the Parent as applicable will be duly and validly executed and delivered by Buyer, the Buyer or the Parent and this Agreement constitutes, and each Related Agreement to which the Buyer or the Parent is or will become a party when executed and delivered by the Buyer constitutes or of the Parent will constitute, a legal, valid, and binding obligation of the Buyer or the Parent enforceable against Buyer in accordance with its their respective terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally and and, (bii) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization; Binding Obligation. Buyer Seller has all necessary corporate power and authority to execute and deliver this Agreement and Agreement, each Related Agreement to which it is a party and each other instrument or document required to be executed and delivered by it pursuant to this Agreement or any such Related Agreement, and to perform all each of its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer Seller of this Agreement and each Related Agreement to which it is a partyAgreement, the performance of its obligations hereunder and thereunder thereunder, and the consummation by Buyer Seller of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all requisite action on the part of Buyer Seller and no other corporate proceedings on the Seller’s part of Buyer are necessary to authorize this Agreement or any Related Agreement to which it is, or will become, a party or to consummate the transactions so contemplated herein and therein. This Agreement has been duly and validly executed and delivered by BuyerSeller, and each Related Agreement to which Buyer is a partyAgreement, when executed and delivered by BuyerSeller, is or will be duly and validly executed and delivered by BuyerSeller, and this Agreement constitutes, and each Related Agreement to which Buyer is or will become a party when executed and delivered by Buyer constitutes or will constitute, a legal, valid, valid and binding obligation of Buyer Seller, enforceable against Buyer Seller in accordance with its respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remediesremedies (collectively, the “Enforceability Exceptions”).

Authorization; Binding Obligation. Buyer has all necessary corporate power and authority to execute and deliver this Agreement and each Related Agreement to which it is a party and each other instrument or document required to be executed and delivered by it pursuant to this Agreement or any such Related Agreement, to perform all of its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and each Related Agreement to which it is a party, the performance of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite action on the part of Buyer and no other corporate proceedings on the Buyer’s part of Buyer are necessary to authorize this Agreement or any Related Agreement to which it is, or will become, a party or to consummate the transactions so contemplated herein and therein. This Agreement has been duly and validly executed and delivered by Buyer, and each Related Agreement to which Buyer is a party, when executed and delivered by Buyer, Buyer is or will be duly and validly executed and delivered by Buyer, Buyer and this Agreement constitutes, and each Related Agreement to which Buyer is or will become a party when executed and delivered by Buyer constitutes or will constitute, a legal, valid, and binding obligation of Buyer enforceable against Buyer in accordance with its respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally and (b) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remediesEnforceability Exceptions.

Authorization; Binding Obligation. Each of Parent and the Buyer has all necessary corporate power and authority to execute and deliver this Agreement and Agreement, each Related Agreement to which it Parent or the Buyer is a party and each other instrument or document required to be executed and delivered by it pursuant to this Agreement or any such Related Agreement, and to perform all of its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Parent and the Buyer of this Agreement and each Related Agreement to which it Parent or the Buyer is a party, the performance of its their respective obligations hereunder and thereunder thereunder, and the consummation by Parent and the Buyer of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all requisite action on the part of Parent and the Buyer and no other corporate proceedings on the part of Parent and the Buyer are necessary to authorize this Agreement or any Related Agreement to which it such Person is, or will become, a party or to consummate the transactions so contemplated herein and therein. This Agreement has been duly and validly executed and delivered by Parent and the Buyer, and each Related Agreement to which Parent or the Buyer is a party, when executed and delivered by Parent or the Buyer, is or will be duly and validly executed and delivered by Buyersuch Person, and this Agreement constitutes, and each Related Agreement to which Parent or the Buyer is or will become a party party, when executed and delivered by Parent or the Buyer constitutes or and each other party hereto and thereto, will constitute, a legal, valid, and binding obligation of Buyer Parent and the Buyer, enforceable against Buyer such Person in accordance with its their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally and (b) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remediesEnforceability Exceptions.