Common use of Authorization of Transaction Clause in Contracts

Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and to perform his obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full corporate power and authority to execute and deliver this Agreement and the other documents and instruments to be executed and delivered by Seller pursuant to this Agreement and the transactions contemplated hereby and to perform his its obligations hereunderhereunder and thereunder. This Agreement constitutes and the other documents and instruments to be executed and delivered by Seller pursuant to this Agreement and the transactions contemplated hereby constitute the valid and legally binding obligation obligations of the Seller, Seller enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreementtheir respective terms.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform his its obligations hereunder. Without limiting the generality of the foregoing, all individuals who are signatories to this Agreement have been duly authorized to execute, deliver, and cause the Seller to perform this Agreement. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform his its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller and the Seller Stockholders have duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform his its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Such Seller has full power and authority to execute and deliver this Agreement and to perform his or its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the such Seller, enforceable in accordance with its terms and conditions. The Such Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority (including, if the Seller is a trust, full trust power and authority) to execute and deliver this Agreement and to perform his his, her or its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full corporate power and authority to execute and deliver this Agreement and to perform his its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller does not need not to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform his its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Except as set forth in Annex I attached hereto, the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and ----------------------------- authority to execute and deliver this Agreement and to perform his obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Each Seller has full power the legal power, authority and authority capacity to execute and deliver this Agreement and to perform his or its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of each of the SellerSellers, enforceable in accordance with its terms and conditions. The Seller need not None of the Sellers needs to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller Each of the Sellers has full power and authority to execute and deliver this Agreement and to perform his respective obligations hereunder. This Agreement constitutes the valid and legally binding obligation of each of the SellerSellers, enforceable in accordance with its terms and conditions. The Seller need not None of the Sellers is required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency or any other person or entity in order to consummate the transactions contemplated by this Agreement.. b.

Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and to perform his obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority (including, if a Seller is a corporation, full corporate power and authority) to execute and deliver this Agreement and to perform his or its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and to perform his its obligations hereunderhereunder and this Agreement has been duly executed and delivered by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.,

Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and to perform his its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any shareholder, government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform his its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.(e)

Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and to perform his obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, consent or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full corporate power and authority to execute and deliver this Agreement and to perform his its obligations hereunder. Without limiting the generality of the foregoing, Seller has taken all corporate and other action required for the execution, delivery and performance of this Agreement by Seller, including the sale of the Acquired Assets as provided herein. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditionsterms. The persons who have executed this Agreement on behalf of Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order have been duly authorized to consummate the transactions contemplated by this Agreementdo so.

Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and to perform his obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the is Enforceable against Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency Governmental Authority in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has Sellers have full power and authority to execute and deliver this Agreement and to perform his their obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the SellerSellers, enforceable in accordance with its terms and conditions. The Seller Other than the Regulatory Approvals, Sellers need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Each Seller has full power ---------------------------- and authority and has taken all action required to enable him to execute and deliver this Agreement and to perform his obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice toconditions (subject to applicable bankruptcy, make any filing withinsolvency, or obtain any authorizationfraudulent conveyance, consentreorganization, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreementmoratorium and similar Laws affecting creditors' rights and remedies generally).

Authorization of Transaction. The Each Seller has full power and authority to execute and deliver this Agreement and to perform his or her obligations hereunderunder this Agreement. This Agreement constitutes the valid and legally binding obligation of the each Seller, enforceable in accordance with its terms and conditions. The Each Seller need not give any notice to, make any filing with, with or obtain any authorization, consent, consent or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority (including full limited liability company power and authority) to execute and deliver this Agreement and to perform his its obligations hereunder. Without limiting the generality of the foregoing, all individuals who are signatories to this Agreement have been duly authorized to execute, deliver, and cause the Seller to perform this Agreement. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Each Seller has full power and authority to execute and deliver this Agreement and to perform his obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the each Seller, enforceable in accordance with its terms and conditions. The Seller To the best of Sellers' Knowledge none of the Sellers need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full corporate power and authority to execute and deliver this Agreement and to perform his its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Except as required under the HSR Act, the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or government, governmental agency or other third party in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and to perform his obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the such Seller, enforceable in accordance with its terms and conditions. The Such Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full corporate power and authority to execute and deliver this Agreement and to perform his obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller does not need not to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority (including full legal power and authority) to execute and deliver this Agreement and to perform his its obligations hereunder. Without limiting the generality of the foregoing, all individuals who are signatories to this Agreement and Exhibits and Schedules have been duly authorized to execute, deliver, and cause the Seller to perform this Agreement. This Agreement constitutes and Exhibits and Schedules constitute the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and to perform his its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Theo Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency Governmental Authority in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full corporate power and authority to execute and deliver this Agreement and to perform his its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing withsubject to (i) laws of general application relating to bankruptcy, or obtain any authorizationinsolvency and the relief of debtors and (ii) rules of law governing specific performance, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreementinjunctive relief and other equitable remedies.

Authorization of Transaction. The Seller has full power and authority (including corporate authority) to execute and deliver this Agreement and to perform his its obligations hereunder. The authorization of the Seller's shareholder is not required for the execution, delivery and performance of this Agreement by Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing withsubject to the effect of bankruptcy, insolvency, reorganization or obtain any authorization, consent, other similar laws and to general principles of equity (whether considered in proceedings at law or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreementequity).

Authorization of Transaction. The Seller has full power and the authority to execute enter into and deliver perform its obligations under this Agreement and to perform his obligations hereunderAgreement. This Agreement constitutes the valid and legally binding obligation of the Seller, Seller enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has the full power and authority to execute and deliver this Agreement and to perform his their obligations hereunder. This Without limiting the generality of the foregoing, this Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and to perform his her obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Each Seller has full power and authority to execute and deliver this Agreement and all other agreements and documents executed and delivered by the Sellers in connection with this Agreement (the Transaction Documents) and to perform his or its obligations hereunderhereunder and thereunder. This Agreement constitutes and each of the Transaction Documents have been, or upon execution will be, duly executed and delivered by each of the Sellers and constitute the valid and legally binding obligation of the each Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and to perform his its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and to perform his or her obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.,

Authorization of Transaction. The Seller has Sellers have full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform his their obligations hereunder. Without limiting the generality of the foregoing, all individuals who are signatories to this Agreement have been duly authorized to execute, deliver, and cause the Sellers to perform this Agreement. This Agreement constitutes the valid and legally binding obligation of the SellerSellers, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and to perform his its obligations hereunder. Without limiting the generality of the foregoing, the Seller has taken all actions required for the execution, delivery and performance of this Agreement by the Seller and the sale of the Acquired Assets as provided herein. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditionsterms. The persons who have executed this Agreement on behalf of the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval have been duly authorized to do so by the partners of any government or governmental agency in order to consummate the transactions contemplated by this AgreementSeller.

Authorization of Transaction. The Seller has full power and authority (including, if the Seller is a corporation, full corporate power and authority) to execute and deliver this Agreement and to perform his its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has Sellers have full power and authority to execute and deliver this Agreement and to perform his their obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the SellerSellers, enforceable in accordance with its terms and conditions. The Seller need Except as set forth in SCHEDULE 3.01 hereof, Sellers are not required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of of, any government or governmental agency in order to consummate the transactions contemplated by this Agreement.