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 Directors of Seller, and except as otherwise set forth in the Disclosure Schedule, no other proceedings on Seller’s part is 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, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other laws of general application affecting enforcement of creditors’ rights or by general principles of equity.

Execution, Delivery; Valid and Binding Agreement. The execution, delivery, 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 Directors of Seller, Seller and except as otherwise set forth in the Disclosure Schedule, no other proceedings on Seller’s its part is 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 Buyer, constitutes the valid and binding obligation of Seller, enforceable in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or other laws of general application affecting enforcement of creditors’ ' rights or by general principles of equity.

Execution, Delivery; Valid and Binding Agreement. The execution, delivery, 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 Directors of Seller, and except as otherwise set forth in the Disclosure Schedule, no other proceedings on Seller’s its part is 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 Buyer, constitutes the valid and binding obligation of Seller, enforceable in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or other laws of general application affecting enforcement of creditors’ rights or by general principles of equity.

Execution, Delivery; Valid and Binding Agreement. The execution, delivery, 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 board of Directors directors of Seller, and except as otherwise set forth by the chargors referred to in the Disclosure Schedule, no Section 2.2(a). No other proceedings on Seller’s the part is of the Seller 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 Buyer, constitutes the valid and binding obligation of Seller, enforceable in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or other laws of general application affecting enforcement of creditors’ ' rights or by general principles of equity.

Execution, Delivery; Valid and Binding Agreement. The execution, delivery, 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 Directors of Seller, and except as otherwise set forth in the Disclosure Schedule, no other proceedings on Seller’s its part is 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 Buyer, constitutes the valid and binding obligation of Seller, enforceable in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or other laws of general application affecting enforcement of creditors’ ' rights or by general principles of equity.

Execution, Delivery; Valid and Binding Agreement. The execution, delivery, delivery and performance of this Agreement by Seller Purchaser and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of SellerPurchaser, and except as otherwise set forth in the Disclosure Schedule, no other proceedings on Seller’s the part is of Purchaser are necessary to authorize the execution, delivery, delivery and performance of this Agreement. This Agreement has been duly executed and delivered by Seller Purchaser and, assuming that this Agreement is the valid and binding agreement of BuyerSeller, constitutes the valid and binding obligation of SellerPurchaser, enforceable in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or other laws of general application affecting enforcement of creditors’ rights or by general principles of equity.

Execution, Delivery; Valid and Binding Agreement. The execution, delivery, delivery and performance of this Agreement by Seller Sellers and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Seller, Sellers and except as otherwise set forth in the Disclosure Schedule, no other proceedings on any Seller’s part is are necessary to authorize the execution, delivery, delivery and performance of this Agreement. This Agreement has been duly executed and delivered by Seller Sellers and, assuming that this Agreement is the valid and binding agreement of Buyer, constitutes the valid and binding obligation of SellerSellers, enforceable in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or other laws of general application affecting enforcement of creditors’ rights or by general principles of equity.

Execution, Delivery; Valid and Binding Agreement. The execution, delivery, delivery and performance of this Agreement by the Seller and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Seller, Seller and except as otherwise set forth in the Disclosure Schedule, no other proceedings on Seller’s its part is are necessary to authorize the execution, delivery, delivery and performance of this Agreement. This Agreement has been duly executed and delivered by the Seller and, assuming that this Agreement is the valid and binding agreement of the Buyer, constitutes the valid and binding obligation of the Seller, enforceable in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or other laws of general application affecting enforcement of creditors’ ' rights or by general principles of equity.

Execution, Delivery; Valid and Binding Agreement. The execution, delivery, delivery and performance of this Agreement by Seller and the consummation consumation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Seller, and and, except as otherwise set forth in the Disclosure Schedulefor approval by Seller's shareholders, no other proceedings on Seller’s its part is 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 Buyer, constitutes the valid and binding obligation of Seller, enforceable in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or other laws of general application affecting enforcement of creditors’ ' rights or by general principles of equity.

Execution, Delivery; Valid and Binding Agreement. The execution, delivery, 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 Directors of Seller, and and, except as otherwise set forth in the Disclosure Schedulefor approval by Seller's shareholders, no other proceedings on Seller’s its part is 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 Buyer, constitutes the valid and binding obligation of Seller, enforceable in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or other laws of general application affecting enforcement of creditors’ ' rights or by general principles of equity.

Execution, Delivery; Valid and Binding Agreement. The execution, delivery, 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 Directors of Seller, and except as otherwise set forth in the Disclosure Schedule, no other proceedings on Seller’s the part is of Seller 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 in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or other laws of general application affecting enforcement of creditors’ rights or by general principles of equity.