Common use of Authority and Enforceability Clause in Contracts

Authority and Enforceability. Buyer has all corporate power and authority necessary to execute and deliver, and to perform its obligations under, and, subject to the satisfaction of the closing conditions, to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements. The execution, delivery and performance of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the board of directors of Buyer, and no other corporate proceedings on the part of Buyer are necessary to authorize this Agreement or any Ancillary Agreement or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by Buyer, and constitutes a valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, or other similar laws affecting or relating to enforcement of creditors’ rights generally or general principles of equity. At the Closing, the Ancillary Agreements to which Buyer is contemplated to be a party will be duly and validly executed and delivered by Buyer and will constitute a valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, or other similar laws affecting or relating to enforcement of creditors’ rights generally or general principles of equity.

Authority and Enforceability. Buyer The Seller has all corporate power and authority necessary the requisite legal capacity to execute and deliverdeliver this Agreement and the Ancillary Agreements to which it is a party, and to perform its obligations under, and, subject to the satisfaction of the closing conditions, hereunder and thereunder and to consummate the transactions contemplated by, this Agreement hereby and the Ancillary Agreementsthereby. The execution, delivery and performance by the Seller of this Agreement and the Ancillary Agreements to which it is a party and the consummation by the Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by the board of directors of Buyer, and no other corporate proceedings all necessary action on the part of Buyer are the Seller and no other action is necessary on the part of the Seller to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the transactions contemplated hereby or and thereby. This Agreement has and each Ancillary Agreement to which it is a party have been duly and validly executed and delivered by Buyerthe Seller. Assuming due authorization, execution and delivery by the Purchaser and each other party thereto, this Agreement and each such Ancillary Agreement constitutes a legal, valid and binding agreement obligation of Buyerthe Seller, enforceable against Buyer the Seller in accordance with its terms, except as such enforceability may be limited by applicable (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting or Laws relating to enforcement of creditors’ rights generally or and (b) general principles of equity. At the Closing, the Ancillary Agreements to which Buyer is contemplated to be a party will be duly and validly executed and delivered by Buyer and will constitute a valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, except as whether such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, is considered in a proceeding in equity or other similar laws affecting or relating to enforcement of creditors’ rights generally or general principles of equityat Law.

Authority and Enforceability. Buyer The Purchaser has all corporate the requisite power and authority necessary to execute enter into this Agreement and delivereach of the Ancillary Agreements to which it is a party, and to perform its obligations under, and, subject to the satisfaction of the closing conditions, hereunder and thereunder and to consummate the transactions contemplated by, this Agreement hereby and the Ancillary Agreementsthereby. The execution, delivery and performance by the Purchaser of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly and validly authorized by the board of directors of Buyer, and no other corporate proceedings all necessary action on the part of Buyer are the Purchaser and no other action is necessary on the part of the Purchaser to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the transactions contemplated hereby or and thereby. This Agreement has and each of the Ancillary Agreements to which it is a party have been duly and validly executed and delivered by Buyerthe Purchaser. Assuming due authorization, execution and delivery by the Seller and each other party thereto, this Agreement and each of the Ancillary Agreements constitutes a the valid and binding agreement obligation of Buyerthe Purchaser, enforceable against Buyer the Purchaser in accordance with its terms, except as such enforceability may be limited by applicable (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting or Laws relating to enforcement of creditors’ rights generally or and (b) general principles of equity. At the Closing, the Ancillary Agreements to which Buyer is contemplated to be a party will be duly and validly executed and delivered by Buyer and will constitute a valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, except as whether such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, is considered in a proceeding in equity or other similar laws affecting or relating to enforcement of creditors’ rights generally or general principles of equityat Law.

Authority and Enforceability. Buyer has all corporate the requisite power and authority necessary to execute enter into this Agreement and delivereach of the Ancillary Agreements to which it is a party, and to perform its obligations under, and, subject to the satisfaction of the closing conditions, hereunder and thereunder and to consummate the transactions contemplated by, this Agreement hereby and the Ancillary Agreementsthereby. The execution, delivery and performance by Buyer of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by the board of directors of Buyer, and no other corporate proceedings all necessary action on the part of Buyer are and no other action is necessary on the part of Buyer to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the transactions contemplated hereby or and thereby. This Agreement has and each of the Ancillary Agreements to which it is a party have been duly and validly executed and delivered by Buyer. Assuming due authorization, execution and delivery by the Shareholders and each other party thereto, this Agreement and each of the Ancillary Agreements constitutes a the valid and binding agreement obligation of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting or Laws relating to enforcement of creditors’ rights generally or and (b) general principles of equity. At the Closing, the Ancillary Agreements to which Buyer is contemplated to be a party will be duly and validly executed and delivered by Buyer and will constitute a valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, except as whether such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, is considered in a proceeding in equity or other similar laws affecting or relating to enforcement of creditors’ rights generally or general principles of equityat Law.

Authority and Enforceability. Buyer Such Seller has all corporate the requisite power and authority necessary to execute enter into this Agreement and deliver, the other Transaction Documents to which it is a party and to perform its obligations under, and, subject to the satisfaction of the closing conditions, to consummate the transactions contemplated by, this Agreement hereby and the Ancillary Agreementsthereby. The execution, execution and delivery and performance of this Agreement and the Ancillary Agreements other Transaction Documents to which such Seller is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the board of directors of Buyer, and no other all necessary corporate proceedings action on the part of Buyer are such Seller, and no further action on the part of such Seller or its equityholders (including any vote of the stockholders of US Seller, whether pursuant to applicable Law, the listing rules of any securities exchange or stock market, including the New York Stock Exchange, or otherwise) is necessary to authorize the execution and delivery of this Agreement or any Ancillary Agreement or and the other Transaction Documents to consummate which such Seller is a party and the consummation of the transactions contemplated hereby or and thereby. This Agreement has been been, and each other Transaction Document to which each Seller is a party will be at or prior to the Closing, duly and validly executed and delivered by Buyersuch Seller, and, assuming due authorization, execution and delivery by the other Parties hereto or thereto, this Agreement constitutes, and constitutes each other Transaction Document to which such Seller is a party will constitute when executed and delivered, a valid and binding agreement obligation of Buyersuch Seller, enforceable against Buyer such Seller in accordance with its terms, except as such enforceability may be limited by applicable (a) bankruptcy, insolvency, moratoriumreorganization, moratorium or other similar laws Laws affecting or relating to enforcement of creditors’ rights generally or general principles and (b) the availability of equity. At the Closing, the Ancillary Agreements to which Buyer is contemplated to be a party will be duly injunctive relief and validly executed and delivered by Buyer and will constitute a valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, or other similar laws affecting or relating to enforcement of creditors’ rights generally or general principles of equityequitable remedies.

Authority and Enforceability. Buyer has all corporate power and authority necessary to execute and deliver, and to perform its obligations under, and, subject to the satisfaction of the closing conditions, to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements. The execution, delivery and performance of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the board of directors of Buyer, and no other corporate proceedings on the part of Buyer are necessary to authorize this Agreement or any Ancillary Agreement or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by Buyer, and constitutes a valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, or other similar laws affecting or relating to enforcement of creditors’ rights generally or general principles of equity. At the Closing, the each Ancillary Agreements Agreement to which Buyer is contemplated to be a party will be duly and validly executed and delivered by Buyer and will constitute a valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, or other similar laws affecting or relating to enforcement of creditors’ rights generally or general principles of equity.

Authority and Enforceability. Buyer The Seller has all corporate the requisite power and authority necessary authority, and, in the case of any Seller that is an individual, the requisite legal capacity, to execute and deliver, and to perform its obligations under, and, subject to the satisfaction of the closing conditions, to consummate the transactions contemplated by, deliver this Agreement and the Ancillary AgreementsAgreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the Acquisition and the other transactions contemplated hereby and thereby. The execution, delivery and performance by the Seller of this Agreement and the Ancillary Agreements to which it is a party and the consummation by the Seller of the Acquisition and the other transactions contemplated hereby and thereby have been duly and validly authorized by the board of directors of Buyer, and no other corporate proceedings all necessary action on the part of Buyer are such Seller and no other action is necessary on the part of such Seller to authorize this Agreement or any Ancillary Agreement or to consummate the Acquisition or the other transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by Buyerthe Seller and, assuming the due authorization, execution and delivery by each other party hereto, constitutes a legal, valid and binding agreement obligation of Buyerthe Seller, enforceable against Buyer such Seller in accordance with its terms, except as such enforceability may be limited by applicable (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting or Laws relating to enforcement of creditors’ rights generally or and (b) general principles of equity. At the Closing, the Ancillary Agreements to which Buyer is contemplated to be a party will be duly and validly executed and delivered by Buyer and will constitute a valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, except as whether such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, is considered in a proceeding in equity or other similar laws affecting or relating to enforcement of creditors’ rights generally or general principles of equityat Law.

Authority and Enforceability. Buyer Such Seller has all corporate the entity power and authority necessary authority, and, in the case of any Seller that is an individual, the requisite legal capacity, to execute and deliver, and to perform its obligations under, and, subject to the satisfaction of the closing conditions, to consummate the transactions contemplated by, deliver this Agreement and the Ancillary AgreementsAgreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactions. The execution, delivery and performance by such Seller of this Agreement and the Ancillary Agreements to which it is a party and the consummation by such Seller of the transactions contemplated hereby and thereby Contemplated Transactions have been duly and validly authorized by the board of directors of Buyer, and no other corporate proceedings all necessary action on the part of Buyer are such Seller and no other action is necessary on the part of such Seller to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the transactions contemplated hereby or therebyContemplated Transactions. This Assuming due authorization, execution and delivery by the Buyer, this Agreement has and each Ancillary Agreement to which it is a party have been duly and validly executed and delivered by Buyer, such Seller. This Agreement and each of the Ancillary Agreements to which such Seller is a party constitutes a legal, valid and binding agreement obligation of Buyersuch Seller, enforceable against Buyer such Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar laws affecting or Laws relating to enforcement of creditors’ rights generally or general principles of equity. At the Closing, the Ancillary Agreements to which Buyer is contemplated to be a party will be duly and validly executed and delivered by Buyer and will constitute a valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, or other similar laws affecting or relating to enforcement of creditors’ rights generally or general principles of equitygenerally.

Authority and Enforceability. The Buyer has all corporate the requisite power and authority necessary to execute enter into this Agreement and delivereach of the Ancillary Agreements to which it is a party, and to perform its obligations under, and, subject to the satisfaction of the closing conditions, hereunder and thereunder and to consummate the transactions contemplated by, this Agreement hereby and the Ancillary Agreementsthereby. The execution, delivery and performance by the Buyer of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation by the Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by the board of directors of Buyer, and no other corporate proceedings all necessary action on the part of the Buyer are and no other action is necessary on the part of the Buyer to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the transactions contemplated hereby or and thereby. This Agreement has and each of the Ancillary Agreements to which it is a party have been duly and validly executed and delivered by the Buyer. Assuming due authorization, execution and constitutes a delivery by the Shareholders, Xxxxxx and each other party thereto, this Agreement and each of the Ancillary Agreements constitutes, the valid and binding agreement obligation of the Buyer, enforceable against the Buyer in accordance with its terms, except as such enforceability may be limited by applicable (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting or Laws relating to enforcement of creditors’ rights generally or and (b) general principles of equity. At the Closing, the Ancillary Agreements to which Buyer is contemplated to be a party will be duly and validly executed and delivered by Buyer and will constitute a valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, except as whether such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, is considered in a proceeding in equity or other similar laws affecting or relating to enforcement of creditors’ rights generally or general principles of equityat Law.

Authority and Enforceability. The Buyer has all corporate the requisite power and authority necessary to execute enter into this Agreement and delivereach of the Ancillary Agreements to which it is a party, and to perform its obligations under, and, subject to the satisfaction of the closing conditions, hereunder and thereunder and to consummate the transactions contemplated by, this Agreement and the Ancillary AgreementsContemplated Transactions. The execution, delivery and performance by the Buyer of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation by the Buyer of the transactions contemplated hereby and thereby Contemplated Transactions have been duly and validly authorized by the board of directors of Buyer, and no other corporate proceedings all necessary action on the part of the Buyer are and no other action is necessary on the part of the Buyer to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the transactions contemplated hereby or therebyContemplated Transactions. This Agreement has and each of the Ancillary Agreements to which it is a party have been duly and validly executed and delivered by the Buyer. Assuming due authorization, execution and constitutes a delivery by the Sellers and each other party thereto, this Agreement and each of the Ancillary Agreements constitutes, the valid and binding agreement obligation of the Buyer, enforceable against the Buyer in accordance with its terms, except as such enforceability may be limited by applicable (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting or Laws relating to enforcement of creditors’ rights generally or and (b) general principles of equity. At the Closing, the Ancillary Agreements to which Buyer is contemplated to be a party will be duly and validly executed and delivered by Buyer and will constitute a valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, except as whether such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, is considered in a proceeding in equity or other similar laws affecting or relating to enforcement of creditors’ rights generally or general principles of equityat Law.

Authority and Enforceability. Buyer Each of Parent and the Company has all corporate the entity power and authority necessary to execute and deliver, and to perform its obligations under, and, subject to the satisfaction of the closing conditions, to consummate the transactions contemplated by, deliver this Agreement and the Ancillary AgreementsAgreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactions. The execution, delivery and performance by each of Parent and the Company of this Agreement and the Ancillary Agreements to which it is a party and the consummation by Parent of the transactions contemplated hereby and thereby Contemplated Transactions have been duly and validly authorized by the board of directors of Buyer, and no other corporate proceedings all necessary action on the part of Buyer are each of Parent and the Company and no other action is necessary on the part of either of Parent or the Company to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the transactions contemplated hereby or therebyContemplated Transactions. This Agreement has and each Ancillary Agreements to which it is a party have been duly and validly executed and delivered by BuyerParent and the Company. Assuming due authorization, execution and delivery by the Buyer and each other party thereto, this Agreement and each of the Ancillary Agreements constitutes a legal, valid and binding agreement obligation of Buyereach of Parent and the Company, enforceable against Buyer Parent in accordance with its terms, except as such enforceability may be limited by applicable (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting or Laws relating to enforcement of creditors’ rights generally or and (b) general principles of equity. At the Closing, the Ancillary Agreements to which Buyer is contemplated to be a party will be duly and validly executed and delivered by Buyer and will constitute a valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, except as whether such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, is considered in a proceeding in equity or other similar laws affecting or relating to enforcement of creditors’ rights generally or general principles of equityat Law.

Authority and Enforceability. Buyer has all corporate power and authority necessary to execute and deliver, and to perform its obligations under, and, subject to the satisfaction of the closing conditions, to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements. The execution, delivery and performance of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the board of directors of Buyer, and no other corporate proceedings on the part of Buyer are necessary to authorize this Agreement or any Ancillary Agreement or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by BuyerXxxxx, and constitutes a valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, or other similar laws affecting or relating to enforcement of creditors’ rights generally or general principles of equity. At the Closing, the each Ancillary Agreements Agreement to which Buyer Xxxxx is contemplated to be a party will be duly and validly executed and delivered by Buyer and will constitute a valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, or other similar laws affecting or relating to enforcement of creditors’ rights generally or general principles of equity.

Authority and Enforceability. The Buyer has all corporate the requisite power and authority necessary to execute enter into this Agreement and delivereach of the Ancillary Agreements to which it is a party, and to perform its obligations underhereunder and thereunder, and, subject to the satisfaction of the closing conditions, and to consummate the transactions contemplated by, this Agreement and the Ancillary AgreementsContemplated Transactions. The execution, delivery and performance by the Buyer of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation by the Buyer of the transactions contemplated hereby and thereby Contemplated Transactions have been duly and validly authorized by the board of directors of Buyer, and no other corporate proceedings all necessary action on the part of the Buyer are and no other action is necessary on the part of the Buyer to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the transactions contemplated hereby or therebyContemplated Transactions. This Agreement has and each of the Ancillary Agreements to which it is a party have been duly and validly executed and delivered by the Buyer. Assuming due authorization, execution and constitutes a delivery by the Sellers and each other party thereto, this Agreement and each of the Ancillary Agreements constitutes, the valid and binding agreement obligation of the Buyer, enforceable against the Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting or Laws relating to enforcement of creditors’ rights generally or general principles of equity. At the Closing, the Ancillary Agreements to which Buyer is contemplated to be a party will be duly and validly executed and delivered by Buyer and will constitute a valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, or other similar laws affecting or relating to enforcement of creditors’ rights generally or general principles of equitygenerally.