Common use of PARTNER AUTHORIZATION Clause in Contracts

PARTNER AUTHORIZATION. The execution, delivery and performance of this Agreement and the Standstill Agreement and the consummation by such Partner of the transactions contemplated hereby and thereby have been duly authorized by such Partner (and if necessary, by any stockholders or partners of such Partner). This Agreement has been and the Standstill Agreement will be as of the Closing Date duly and validly executed and delivered by such Partner and constitutes or will constitute a valid and binding agreement of such Partner, enforceable against such Partner in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally from time to time in effect and to general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether in a proceeding at equity or at law).