Common use of Corporate Authority and Binding Obligation Clause in Contracts

Corporate Authority and Binding Obligation. The Vendor has the corporate power and authority to execute and deliver this Agreement and all other agreements contemplated herein to which the Vendor is a party and has the corporate power and authority to sell, assign and transfer the Purchased Assets to the Purchaser in the manner contemplated herein. The Vendor has the corporate power and authority to perform all of the Vendor’s obligations under this Agreement and each of the other agreements contemplated herein. The Vendor and its boards of directors and shareholders have taken all necessary or desirable actions, steps and corporate and other proceedings to approve or authorize, validly and effectively, the entering into of, and the execution, delivery and performance of, this Agreement and all other agreements contemplated herein, the sale and transfer of the Purchased Assets to the Purchaser and the completion of all of the transactions contemplated herein and therein. This Agreement is a legal, valid and binding obligation of the Vendor, enforceable against the Vendor by the Purchaser in accordance with its terms.

Corporate Authority and Binding Obligation. The Vendor Purchaser has the corporate power and authority to execute and deliver this Agreement and all other agreements contemplated herein to which the Vendor it is a party and the Purchaser has the corporate power and authority to sell, assign and transfer purchase the Purchased Assets to from the Purchaser and assume the Assumed Liabilities from the Purchaser in the manner contemplated herein. The Vendor Purchaser has the corporate power and authority to perform all of the Vendor’s Purchaser's obligations under this Agreement and each of the other agreements contemplated herein. The Vendor Purchaser and its boards of directors and shareholders have taken all necessary or desirable actions, steps and corporate and other proceedings to approve or authorize, validly and effectively, the entering into of, and the execution, delivery and performance of, this Agreement and all other agreements contemplated herein, the sale and transfer of purchase the Purchased Assets to from the Purchaser and assume the Assumed Liabilities from the Purchaser in the manner contemplated herein and the completion of all of the transactions contemplated herein and therein. This Agreement is a legal, valid and binding obligation of the VendorPurchaser, enforceable against the Vendor Purchaser by the Purchaser Vendor in accordance with its terms.

Corporate Authority and Binding Obligation. The Vendor Purchaser has the corporate power and authority to execute and deliver this Agreement and all other agreements contemplated herein to which the Vendor it is a party and the Purchaser has the corporate power and authority to sell, assign and transfer purchase the Purchased Assets to from the Purchaser Vendor in the manner contemplated herein. The Vendor Purchaser has the corporate power and authority to perform all of the Vendor’s Purchaser's obligations under this Agreement and each of the other agreements contemplated herein. The Vendor Purchaser and its boards board of directors and shareholders have taken all necessary or desirable actions, steps and corporate and other proceedings to approve or authorize, validly and effectively, the entering into of, and the execution, delivery and performance of, this Agreement and all other agreements contemplated herein, the sale and transfer of purchase the Purchased Assets to from the Purchaser Vendor in the manner contemplated herein and the completion of all of the transactions contemplated herein and therein. This Agreement is a legal, valid and binding obligation of the VendorPurchaser, enforceable against the Vendor Purchaser by the Purchaser Vendor in accordance with its terms.