Common use of Authorization, Validity and Execution Clause in Contracts

Authorization, Validity and Execution. Each Purchaser Company has all necessary power and authority (a) to execute and deliver this Agreement and the other agreements, documents and instruments to be executed by such Purchaser Company in connection with the transactions contemplated hereby (such other agreements, documents and instruments, the “Purchaser Documents”), (b) to perform (or cause to be performed) its obligations hereunder and thereunder and (c) to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each of the Purchaser Companies of this Agreement and the Purchaser Documents, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by the Board of Directors of each of the Purchaser Companies, and no other corporate or stockholder action on the part of the Purchaser Companies is necessary to authorize the execution and delivery by each of the Purchaser Companies of this Agreement and the Purchaser Documents and the consummation by it of the transactions contemplated hereby and thereby. This Agreement has been, and each of the Purchaser Documents will be on or prior to the Closing Date, duly executed and delivered by the Purchaser Companies, as applicable, and, assuming the due execution of this Agreement by the Seller Companies, is a legal, valid and binding obligation of each of the Purchaser Companies, enforceable against each in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, receivership and similar laws affecting the enforcement of creditors’ rights generally and to general equitable principles.

Authorization, Validity and Execution. Each Purchaser Company has all necessary power and authority (a) to execute and deliver this Agreement and the other agreements, documents and instruments to be executed by such Purchaser Company in connection with the transactions contemplated hereby (such other agreements, documents and instruments, the “"Purchaser Documents”"), (b) to perform (or cause to be performed) its obligations hereunder and thereunder and (c) to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each of the Purchaser Companies of this Agreement and the Purchaser Documents, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by the Board of Directors of each of the Purchaser Companies, and no other corporate or stockholder action on the part of the Purchaser Companies is necessary to authorize the execution and delivery by each of the Purchaser Companies of this Agreement and the Purchaser Documents and the consummation by it of the transactions contemplated hereby and thereby. This Agreement has been, and each of the Purchaser Documents will be on or prior to the Closing Date, duly executed and delivered by the Purchaser Companies, as applicable, and, assuming the due execution of this Agreement by the Seller Companies, is a legal, valid and binding obligation of each of the Purchaser Companies, enforceable against each in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, receivership and similar laws affecting the enforcement of creditors’ ' rights generally and to general equitable principles.

Authorization, Validity and Execution. Each Purchaser Seller Company has all necessary power and authority (a) to execute and deliver this Agreement and the other agreements, documents and instruments to be executed by such Purchaser Seller Company in connection with the transactions contemplated hereby (such other agreements, documents and instruments, the “Purchaser Seller Documents”), (b) to perform (or cause to be performed) its obligations hereunder and thereunder and (c) to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each of the Purchaser Companies of this Agreement and the Purchaser Seller Documents, and the consummation of the transactions contemplated hereby and thereby, have has been duly authorized by the Board of Directors of each of the Purchaser CompaniesSeller Companies and, to the extent required by Applicable Law or the organizational documents of any Seller Company, the stockholder of any Seller Company, and no other corporate or stockholder action on the part of the Purchaser Companies is necessary to authorize the execution and delivery by each of Seller and the Purchaser Companies Selling Subsidiaries of this Agreement and the Purchaser Seller Documents and the consummation by it each of them of the transactions contemplated hereby and thereby. This Agreement has been, and each of the Purchaser Seller Documents will be on or prior to the Closing Date, duly executed and delivered by Seller and the Purchaser CompaniesSelling Subsidiaries, as applicable, and, assuming the due execution of this Agreement by the Seller Purchaser Companies, is a legal, valid and binding obligation of Seller and each of the Purchaser CompaniesSelling Subsidiaries, enforceable against each in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, receivership and similar laws affecting the enforcement of creditors’ rights generally and to general equitable principles.

Authorization, Validity and Execution. Each Purchaser Seller Company has all necessary power and authority (a) to execute and deliver this Agreement and the other agreements, documents and instruments to be executed by such Purchaser Seller Company in connection with the transactions contemplated hereby (such other agreements, documents and instruments, the “Purchaser "Seller Documents”"), (b) to perform (or cause to be performed) its obligations hereunder and thereunder and (c) to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each of the Purchaser Companies of this Agreement and the Purchaser Seller Documents, and the consummation of the transactions contemplated hereby and thereby, have has been duly authorized by the Board of Directors of each of the Purchaser CompaniesSeller Companies and, to the extent required by Applicable Law or the organizational documents of any Seller Company, the stockholder of any Seller Company, and no other corporate or stockholder action on the part of the Purchaser Companies is necessary to authorize the execution and delivery by each of Seller and the Purchaser Companies Selling Subsidiaries of this Agreement and the Purchaser Seller Documents and the consummation by it each of them of the transactions contemplated hereby and thereby. This Agreement has been, and each of the Purchaser Seller Documents will be on or prior to the Closing Date, duly executed and delivered by Seller and the Purchaser CompaniesSelling Subsidiaries, as applicable, and, assuming the due execution of this Agreement by the Seller Purchaser Companies, is a legal, valid and binding obligation of Seller and each of the Purchaser CompaniesSelling Subsidiaries, enforceable against each in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, receivership and similar laws affecting the enforcement of creditors’ ' rights generally and to general equitable principles.