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 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 (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. 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 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. 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 remediesremedies (collectively, the “Enforceability Exceptions”).

Authorization; Binding Obligation. Buyer Subject to the fulfillment of all of the conditions precedent contained in Section 8.1, Purchaser has all necessary corporate power and authority to execute and deliver this Agreement Agreement, and each Related Agreement to which it is a party and each other instrument or document Transaction Document required to be executed and delivered by it pursuant to this Agreement or any such Related Agreement, 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 Purchaser of this Agreement and each Related Agreement Transaction Document required to which be executed and delivered by it is a partypursuant to this Agreement, the performance of its obligations hereunder and thereunder thereunder, and the consummation by Buyer Purchaser of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all requisite required corporate action on the part of Buyer Purchaser, and no other corporate proceedings on the part of Buyer Purchaser are necessary to authorize this Agreement or any Related Agreement to which it is, or will become, a party such Transaction Document or to consummate the transactions so contemplated herein and therein. This Agreement has been been, and each of the Transaction Documents required to be executed and delivered by Purchaser pursuant to this Agreement, when executed and delivered, will be, 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 BuyerPurchaser, and this Agreement constitutes, and each Related Agreement to which Buyer is or will become a party such Transaction Document, when executed and delivered by Buyer constitutes or delivered, will constitute, a legal, valid, valid and binding obligation of Buyer Purchaser, enforceable against Buyer it 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.