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

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement and each Ancillary Agreement to which Buyer is a party and the consummation of the transactions contemplated hereby and thereby by Buyer have been duly and validly authorized by all requisite action on the part of Buyer, and no other proceedings on Buyer’s part are necessary to authorize the execution, delivery or performance of this Agreement or any Ancillary Agreement to which Buyer is a party. Assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by the other parties thereto, this Agreement constitutes, and at Closing each Ancillary Agreement to which Buyer is a party will constitute, a legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium 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 and each Ancillary Agreement the other Transaction Documents to which Buyer it is a party party, by Buyer and the consummation of the transactions contemplated hereby and thereby by Buyer have been duly and validly authorized by all requisite action on the part of Buyer, and no other proceedings on Buyer’s part are necessary to authorize the execution, delivery or performance of this Agreement or any Ancillary Agreement the other Transaction Documents to which Buyer it is a party. Assuming the due authorization, execution and delivery of that this Agreement and the Ancillary Agreements by other Transaction Documents to which it is a party are valid and binding obligations of Seller and the other parties theretoCompany, this Agreement constitutes, and at Closing each Ancillary Agreement the other Transaction Documents to which Buyer it is a party will constitute, a legal, constitute valid and binding obligation obligations of Buyer, enforceable against Buyer in accordance with its their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium lawsLaws, other similar laws 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 each Ancillary Agreement to which Buyer it is a party and the consummation of the transactions contemplated hereby and thereby by Buyer have been duly and validly authorized by all requisite action on the part of Buyer, and no other proceedings on Buyer’s part are necessary to authorize the execution, delivery or performance of this Agreement or any and each Ancillary Agreement to which Buyer it is a party. Assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by the other parties hereto and thereto, this Agreement constitutes, and at Closing each Ancillary Agreement to which the Buyer is a party when so executed and delivered will constitute, constitute a legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, reorganization or moratorium lawsLaws, other similar laws Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.