Common use of Authorization, Validity and Execution Clause in Contracts

Authorization, Validity and Execution. Seller has all necessary corporate power and authority (a) to execute and deliver this Agreement and the other agreements, documents and instruments to be executed by Seller in connection with the transactions contemplated hereby (such other agreements, documents and instruments, the "Seller Documents"), (b) to perform its obligations hereunder and thereunder and (c) to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each of the Seller Documents will be on or prior to the Closing Date, duly authorized, executed and delivered by Seller and, assuming the due execution of this Agreement by Purchaser, is a legal, valid and binding obligation of Seller, enforceable against it 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. Seller has all necessary corporate power and authority (a) to execute and deliver this Agreement and the all other agreements, certificates, and documents and instruments executed or to be executed by Seller in connection with the transactions contemplated hereby (such other agreementsherewith, documents and instruments, the "Seller Documents")as applicable, (b) to perform its obligations hereunder and thereunder and (c) to consummate the transactions contemplated hereby and thereby. This Agreement has beenEach of this Agreement, and each of the Seller Documents all other agreements, certificates, and documents executed or to be executed in connection herewith has been or will be on or prior to the Closing Date, duly authorized, executed and delivered by Seller and, assuming the due execution of this Agreement by Purchaser, is or will be as of the Closing a legal, valid and binding obligation of Seller, enforceable against it Seller 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. Seller has all necessary corporate power and authority (a) to execute and deliver this Agreement and the other agreements, documents and instruments to be executed by Seller in connection with the transactions contemplated hereby (such other agreements, documents and instruments, the "Seller Documents")Ancillary Agreements, (b) to perform its obligations hereunder under this Agreement and thereunder the Ancillary Agreements and (c) to consummate the transactions contemplated hereby under this Agreement and therebythe Ancillary Agreements. This Agreement has been, and each of the Seller Documents Ancillary Agreements will be on or prior to before the Closing Date, duly authorized, executed and delivered by Seller and its Affiliates that are parties to such Ancillary Agreements and, assuming the due execution of this Agreement hereof and thereof by PurchaserBuyer, is will be a legal, valid and binding obligation of SellerSeller and each such Affiliate, enforceable against it each of them 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.