Common use of Execution, Delivery; Valid and Binding Agreement Clause in Contracts

Execution, Delivery; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Seller and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Managers and Members of Seller (as such terms are defined in the Seller's Limited Liability Company Agreement), and no other proceedings on its part are necessary to authorize the execution, delivery and performance of this Agreement. This Agreement has been duly executed and delivered by Seller and, assuming that this Agreement is the valid and binding agreement of Buyer, constitutes the valid and binding obligation of Seller.

Execution, Delivery; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Seller and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Managers and Members Directors of Seller (as such terms are defined in the Seller, and, except for approval by Seller's Limited Liability Company Agreement)shareholders, and no other proceedings on its part are necessary to authorize the execution, delivery and performance of this Agreement. This Agreement has been duly constitutes, and when executed and delivered, the other documents and instruments to be executed and delivered by Seller andpursuant hereto (the "Ancillary Agreements") will constitute, assuming that this Agreement is the valid and binding agreement of Buyer, constitutes the valid and binding obligation obligations of Seller, enforceable in accordance with their terms.

Execution, Delivery; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Seller and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board requisite corporate action of Managers and Members of Seller (as such terms are defined in the Seller's Limited Liability Company Agreement), and no other corporate proceedings on its part are necessary to authorize the execution, delivery and or performance of this Agreement. This Agreement has been duly executed and delivered by Seller and, assuming that this Agreement is the valid and binding agreement of Buyer, constitutes the valid and binding obligation of Seller, enforceable in accordance with its terms.

Execution, Delivery; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Seller and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Managers and Members required corporate action of Seller (as such terms are defined in the Seller's Limited Liability Company Agreement), and no other proceedings on its part are necessary to authorize the execution, delivery and performance of this Agreement. This Agreement has been duly executed and delivered by Seller and, assuming that this Agreement is the valid and binding agreement of Buyer, constitutes the valid and binding obligation of Seller, enforceable in accordance with its terms.

Execution, Delivery; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Seller and the consummation of the transactions contemplated hereby by this Agreement have been duly and validly authorized by the Board of Managers and Members all requisite corporate action of Seller (as such terms are defined in the Seller's Limited Liability Company Agreement), and no other proceedings on its Seller’s part are necessary to authorize the execution, delivery delivery, and performance of this Agreement. This Agreement has been duly executed and delivered by Seller and, assuming that this Agreement is the valid and binding agreement of BuyerPurchaser, constitutes the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms.

Execution, Delivery; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Seller and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Managers and Members Directors of Seller (as such terms are defined in the Seller's Limited Liability Company Agreement), and no other proceedings on its part are necessary to authorize the execution, delivery and performance of this Agreement. This Agreement has been duly executed and delivered by Seller and, assuming that this Agreement is the valid and binding agreement of Buyer, constitutes the valid and binding obligation of Seller, enforceable in accordance with its terms.

Execution, Delivery; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Seller and the consummation of the transactions contemplated hereby by this Agreement have been duly and validly authorized by the Board of Managers and Members all requisite corporate action of Seller (as such terms are defined in the Seller's Limited Liability Company Agreement), and no other proceedings on its Seller’s part are necessary to authorize the execution, delivery and performance of this Agreement. This Agreement has been duly executed and delivered by Seller and, assuming that this Agreement is the valid and binding agreement of BuyerPurchaser, constitutes the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms.

Execution, Delivery; Valid and Binding Agreement. The execution, delivery and performance of this Agreement and the Other Agreements by Seller and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Managers and Members Directors of Seller (as such terms are defined in the Seller's Limited Liability Company Agreement), and no other proceedings on its part are corporate action or authorization by Seller is necessary to authorize the execution, delivery and performance consummation of the transactions contemplated by this AgreementAgreement or the Other Agreements. This Agreement has been duly executed and delivered by Seller and, assuming that this Agreement is the valid and binding agreement of Buyer, constitutes the valid and binding obligation of Seller, enforceable in accordance with its terms. As of the Closing, the Other Agreements will be duly executed and delivered by the Seller and will constitute the valid and binding obligations of the Seller, enforceable in accordance with their terms.

Execution, Delivery; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Seller and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Managers Directors and Members Shareholders of Seller (as such terms are defined in the Seller's Limited Liability Company Agreement), and and, no other proceedings on its part are necessary to authorize the execution, delivery and performance of this Agreement. This Agreement has been duly executed and delivered by Seller and, assuming that this Agreement is the valid and binding agreement of Buyer, constitutes the valid and binding obligation of Seller, enforceable in accordance with its terms.

Execution, Delivery; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Seller and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Managers Directors and Members the sole shareholder of Seller (as such terms are defined in the Seller's Limited Liability Company Agreement), and no other proceedings on its part are necessary to authorize the execution, delivery and performance of this Agreement. This Agreement has been duly executed and delivered by Seller and, assuming that this Agreement is the valid and binding agreement of Buyer, constitutes the valid and binding obligation of Seller, enforceable in accordance with its terms.