Common use of Corporate Authorization; Binding Effect Clause in Contracts

Corporate Authorization; Binding Effect. The execution, delivery and performance of this Agreement by Seller has been duly authorized by its board of directors and the duly authorized officers have the authority to execute, deliver and perform this Agreement. This Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Seller, and constitutes the legal, valid and binding obligation of Seller enforceable in accordance with its terms.

Corporate Authorization; Binding Effect. The execution, delivery and performance of this Agreement by Seller has been duly authorized by its board of directors and the duly authorized officers have Seller has the authority to execute, deliver and perform this Agreement. This Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the members of Seller, and constitutes the legal, valid and binding obligation of Seller enforceable in accordance with its terms.

Corporate Authorization; Binding Effect. The execution, delivery and performance of this Agreement by Seller has been duly authorized by its board of directors and the duly authorized officers have the authority to execute, deliver and perform this Agreement. This Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Seller (including approval by Seller, 's board of directors and (if necessary) stockholders) and constitutes the legal, valid and binding obligation of Seller enforceable in accordance with its terms. Seller has previously furnished Buyer with a copy of the resolutions of Seller's Board of Directors authorizing the transactions contemplated herein, certified by the Secretary or any Assistant Secretary of Seller.

Corporate Authorization; Binding Effect. The execution, delivery and performance of this Agreement by Seller has been duly authorized by its board of directors and the duly authorized officers have the authority to execute, deliver and perform this Agreement. This Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Seller, Seller and this Agreement constitutes the legal, valid and binding obligation of Seller, and enforceable against Seller enforceable in accordance with its terms.

Corporate Authorization; Binding Effect. The execution, delivery and performance of this Agreement by Seller has been duly authorized by its board Board of directors and the duly authorized officers have the authority to execute, deliver and perform this AgreementDirectors. This Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Seller, and . This Agreement constitutes the legal, valid and binding obligation of Seller enforceable in accordance with its terms.

Corporate Authorization; Binding Effect. The execution, delivery Seller has full power and performance of authority to execute this Agreement by Seller has been duly authorized by and to perform its board of directors and the duly authorized officers have the authority to execute, deliver and perform this Agreementobligations hereunder. This Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Seller, Seller and constitutes the legal, valid and binding obligation of Seller enforceable in accordance with its terms.

Corporate Authorization; Binding Effect. The execution, delivery and performance by Seller of this Agreement by Seller has been duly authorized by its board Agreement, and of directors all of the other documents and the duly authorized officers have the authority to executeinstruments required hereby from Seller, deliver and perform this Agreement. This Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller. This Agreement is, and constitutes the other documents and instruments required hereby to which Seller is a party will be, when executed and delivered by the parties thereto, the legal, valid and binding obligation obligations of Seller enforceable in accordance with its their respective terms.

Corporate Authorization; Binding Effect. The execution, delivery and performance of this Agreement by Seller has been duly authorized by the Board of Directors and all of its board of directors and the duly authorized officers have the authority to execute, deliver and perform this AgreementShareholders. This Agreement Agreement, the Ancillary Agreements, and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Seller, Seller and constitutes the legal, valid and binding obligation obligations of Seller enforceable in accordance with its their terms.

Corporate Authorization; Binding Effect. The execution, delivery and performance of this Agreement by Seller has been duly authorized by its board of directors all the necessary corporate power and the duly authorized officers have the authority and has taken all corporate action necessary to execute, deliver and perform enter into this Agreement. This Agreement and the consummation of , to consummate the transactions contemplated hereby have and to perform its obligations hereunder. This Agreement has been duly executed and validly authorized delivered by all necessary action on the part of Seller, Seller and constitutes the a legal, valid and binding obligation of Seller, enforceable against Seller enforceable in accordance with its respective terms.

Corporate Authorization; Binding Effect. The execution, delivery and performance of this Agreement by each Seller has been duly authorized by its board Board of directors Directors and the duly authorized officers have the authority to execute, deliver and perform this Agreementshareholders. This Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of each Seller, and . This Agreement constitutes the legal, valid and binding obligation of Seller Sellers enforceable in accordance with its terms.