Common use of Authorization; Valid and Binding Agreement Clause in Contracts

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action (including corporate action), and no other proceedings (including corporate proceedings) on its part are necessary to authorize the execution, delivery or performance of this Agreement, including, without limitation, the making of the Working Capital Payments. This Agreement has been duly executed and delivered by Buyer and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of Buyer, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Authorization; Valid and Binding Agreement. The execution, execution and delivery and performance of this Agreement by the Buyer and the consummation by the Buyer of the transactions contemplated hereby have been duly and validly authorized by all requisite necessary limited liability company action (including corporate action), and no other limited liability company proceedings (including corporate proceedings) on its part are necessary to authorize this Agreement or the execution, delivery or performance of this Agreement, including, without limitation, the making consummation of the Working Capital Paymentstransactions contemplated hereby. This Agreement has been duly executed and delivered by the Buyer and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by the Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action (including corporate action), and no other proceedings (including corporate proceedings) on its part are necessary to authorize the execution, delivery or performance of this Agreement, including, without limitation, the making of the Working Capital Payments. This Agreement has been duly executed and delivered by the Buyer and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes that this Agreement is a legal, valid and binding obligation of each of Seller and Seller’s Choice, this Agreement constitutes a valid and binding obligation of the Buyer, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy lawsbankruptcy, other similar laws applicable law affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Authorization; Valid and Binding Agreement. The execution, execution and delivery and performance of this Agreement by Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite required corporate action (including corporate action), on the part of Seller and no other corporate proceedings (including corporate proceedings) on its the part of Seller are necessary to authorize this Agreement or to consummate the execution, delivery or performance of this Agreement, including, without limitation, the making of the Working Capital Paymentstransactions contemplated hereby. This Agreement has been duly executed and delivered by Buyer Seller and, assuming this Agreement is the due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation agreement of Buyerthe Buyer Parties, this Agreement constitutes a valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action (including corporate or other entity action), and no other corporate or other entity proceedings (including corporate proceedings) on its the part of either Buyer are necessary to authorize the execution, delivery or performance of this Agreement, including, without limitation, the making of the Working Capital Payments. This Agreement has been duly executed and delivered by each Buyer and, assuming the due authorization, execution and delivery by the other parties heretoCompany and the Sellers, constitutes a legal, valid and binding obligation of each Buyer, enforceable against each Buyer in accordance with its terms, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.