Common use of Authority, Approval and Enforceability Clause in Contracts

Authority, Approval and Enforceability. This Agreement and each Ancillary Agreement to which the Buyer is a party has been duly executed and delivered by the Buyer and the Buyer has all requisite corporate power to execute and deliver this Agreement and all Ancillary Agreements executed and delivered or to be executed and delivered by the Buyer in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby and by the Ancillary Agreements, and to perform its obligations hereunder and under the Ancillary Agreements. The execution, delivery and performance of this Agreement and the Ancillary Agreements and the consummation by the Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary company action on the part of the Buyer and no other proceeding on the part of the Buyer is necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement and each Ancillary Agreement to which the Buyer is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of the Buyer, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium or similar laws and judicial decisions from time to time in effect which affect creditors’ rights generally.

Authority, Approval and Enforceability. This Agreement and each Ancillary Agreement to which the Buyer Company is a party has been duly executed and delivered by the Buyer Company and the Buyer Company has all requisite corporate power to execute and deliver this Agreement and all Ancillary Agreements executed and delivered or to be executed and delivered by the Buyer in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby and by the Ancillary Agreements, and to perform its obligations hereunder and under the Ancillary Agreements. The execution, delivery and performance of this Agreement and the Ancillary Agreements and the consummation by the Buyer Company of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary company corporate action on the part of the Buyer Company (including approval of the Company’s board of directors) and no other proceeding proceedings on the part of the Buyer is Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement and each Ancillary Agreement to which the Buyer Company is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of the BuyerCompany, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium or similar laws and judicial decisions from time to time in effect which affect creditors’ rights generally.

Authority, Approval and Enforceability. This Agreement and each Ancillary Agreement to which the Buyer is a party has been duly executed and delivered by the Buyer and the Buyer It has all requisite corporate power and authority to execute and deliver this Agreement and all the Ancillary Agreements executed and delivered or to be executed and delivered by the Buyer it in connection with the transactions provided for hereby, to perform its covenants and obligations hereunder and thereunder and to consummate the transactions contemplated hereby and by the Ancillary Agreements, and to perform its obligations hereunder and under the Ancillary Agreementsthereby. The execution, execution and delivery and performance by it of this Agreement and the Ancillary Agreements to which it is a party, the performance by it of its covenants and obligations hereunder and thereunder and the consummation by the Buyer it of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary company action on the part of the Buyer its part, and no other proceeding proceedings or actions on the its part of the Buyer is are necessary to authorize the execution and delivery by it of this Agreement or the Ancillary Agreements to consummate which it is a party, the performance by it of its covenants and obligations hereunder and thereunder or the consummation by it of the transactions contemplated herebyhereby and thereby. This Agreement has been duly executed and delivered by it. This Agreement and each Ancillary Agreement to which the Buyer it is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of the Buyerit, enforceable against it in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium or similar laws and judicial decisions from time to time in effect which affect creditors’ rights generally.

Authority, Approval and Enforceability. This Agreement and each Ancillary Agreement to which the Buyer is a party has been duly executed and delivered by the Buyer Buyer, and the Buyer has all requisite corporate or comparable power and legal capacity to execute and deliver this Agreement and all each Ancillary Agreements executed and delivered or Agreement to be executed and delivered by the Buyer in connection with the transactions provided for herebyit, to consummate the transactions contemplated hereby and by the Ancillary Agreements, and to perform its obligations hereunder and under the Ancillary Agreements. The execution, execution and delivery and performance of this Agreement and the Ancillary Agreements to be executed and delivered by Buyer in connection with the transactions provided for hereby and thereby, the consummation by the Buyer of the transactions contemplated hereby and thereby by the Ancillary Agreements, and the performance of their respective obligations hereunder and under the Ancillary Agreements have been been, or in the case of the Ancillary Agreements, will be by the Closing, duly and validly authorized and approved by all necessary company corporate or comparable action on the part of the Buyer and no other proceeding on the part of the Buyer is necessary to authorize this Agreement or to consummate the transactions contemplated herebyBuyer. This Agreement and each Ancillary Agreement to which the Buyer is (or will become) a party constitutes, or upon execution and delivery in the case of the Ancillary Agreements, will constituteconstitute at the Closing, the legal, valid and binding obligation of the Buyer, Buyer enforceable against it in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium fraudulent transfer, moratorium, or similar laws laws, Legal Requirements and judicial decisions from time to time in effect which affect creditors’ rights generally.

Authority, Approval and Enforceability. This The Buyer hereby represents and warrants to the Seller that this Agreement and each Ancillary Agreement to which the Buyer is a party has been duly executed and delivered by the Buyer and the Buyer has all requisite corporate power to execute and deliver this Agreement and all Ancillary Agreements executed and delivered or to be executed and delivered by the Buyer in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby and by the Ancillary Agreements, and to perform its obligations hereunder and under the Ancillary Agreements. The execution, delivery and performance of this Agreement and the Ancillary Agreements and the consummation by the Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary company action on the part of the Buyer and no other proceeding on the part of the Buyer is necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement and each Ancillary Agreement to which the Buyer is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of the Buyer, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium or similar laws and judicial decisions from time to time in effect which affect creditors’ rights generally.

Authority, Approval and Enforceability. This Agreement and each Ancillary Agreement to which the Buyer Company or the Seller is a party has been duly executed and delivered by the Buyer Company or the Seller, as applicable, and each of the Company and the Buyer Seller has all requisite corporate power to execute and deliver this Agreement and all Ancillary Agreements executed and delivered or to be executed and delivered by the Buyer in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby and by the Ancillary Agreements, and to perform its obligations hereunder and under the Ancillary Agreements. The execution, delivery and performance of this Agreement and the Ancillary Agreements and the consummation by the Buyer Company and the Seller of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary company action on the part of the Buyer Company and Seller (including approval of the Company’s and Seller’s managers, members and managing members) and no other proceeding proceedings on the part of the Buyer Company or Seller is necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement and each Ancillary Agreement to which the Buyer Seller and/or the Company is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of the Buyersuch Party, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium or similar laws and judicial decisions from time to time in effect which affect creditors’ rights generally.

Authority, Approval and Enforceability. This Agreement and each Ancillary Agreement to which the Buyer is a party has been duly executed and delivered by the Buyer Seller, and the Buyer Seller has all requisite corporate or comparable power and legal capacity to execute and deliver this Agreement and all each Ancillary Agreements executed and delivered or to be executed and delivered by the Buyer in connection with the transactions provided for herebyAgreement, to consummate the transactions contemplated hereby and by the Ancillary Agreements, and to perform its obligations hereunder and under the Ancillary Agreements. The execution, execution and delivery and performance of this Agreement and the Ancillary Agreements to be executed and delivered by Seller in connection with the transactions provided for hereby and thereby, the consummation by the Buyer of the transactions contemplated hereby and thereby by the Ancillary Agreements, and the performance of Seller’s obligations hereunder and under the Ancillary Agreements have been been, or in the case of the Ancillary Agreements, will be by the Closing, duly and validly authorized and approved by all necessary company corporate or comparable action on the part of the Buyer and no other proceeding on the part of the Buyer is necessary to authorize this Agreement or to consummate the transactions contemplated herebySeller. This Agreement and each Ancillary Agreement to which the Buyer Seller is (or will become) a party constitutes, or upon execution and delivery in the case of the Ancillary Agreements, will constituteconstitute by the Closing, the legal, valid and binding obligation of the BuyerSeller, enforceable against it in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium fraudulent transfer, moratorium, or similar laws laws, Legal Requirements and judicial decisions from time to time in effect which affect creditors’ rights generally.

Authority, Approval and Enforceability. This Agreement and each Ancillary Agreement to which the Buyer is a party has been duly executed and delivered by the Buyer Carrier, and the Buyer Carrier has all requisite corporate or comparable power and legal capacity to execute and deliver this Agreement and all each Ancillary Agreements executed and delivered or to be executed and delivered by the Buyer in connection with the transactions provided for herebyAgreement, to consummate the transactions contemplated hereby and by the Ancillary Agreements, and to perform its obligations hereunder and under the Ancillary Agreements. The execution, execution and delivery and performance of this Agreement and the Ancillary Agreements to be executed and delivered by Carrier in connection with the transactions provided for hereby and thereby, the consummation by the Buyer of the transactions contemplated hereby and thereby by the Ancillary Agreements, and the performance of Carrier’s obligations hereunder and under the Ancillary Agreements have been been, or in the case of the Ancillary Agreements, will be by the Closing, duly and validly authorized and approved by all necessary company corporate or comparable action on the part of the Buyer and no other proceeding on the part of the Buyer is necessary to authorize this Agreement or to consummate the transactions contemplated herebyCarrier. This Agreement and each Ancillary Agreement to which the Buyer Carrier is (or will become) a party constitutes, or upon execution and delivery in the case of the Ancillary Agreements, will constituteconstitute by the Closing, the legal, valid and binding obligation of the BuyerCarrier, enforceable against it in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium fraudulent transfer, moratorium, or similar laws laws, Legal Requirements and judicial decisions from time to time in effect which affect creditors’ rights generally.

Authority, Approval and Enforceability. This Agreement and each Ancillary Agreement to which the Buyer is a party has been duly executed and delivered by the Buyer and the Buyer Each Purchaser Entity has all requisite corporate power and authority to execute enter into and deliver perform this Agreement and all Ancillary Agreements executed and delivered or other Transaction Documents to be executed delivered at the Closing by such Purchaser Entity, and delivered by the Buyer in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby and by the Ancillary Agreementsthereby. The execution, delivery, and to perform its obligations hereunder performance by such Purchaser Entity of this Agreement and under the Ancillary Agreements. The consummation by such Purchaser Entity of the transactions contemplated hereby have been, and the execution, delivery and performance of this Agreement and the Ancillary Agreements other Transaction Documents to which such Purchaser Entity is a party and the consummation by the Buyer Purchaser of the transactions contemplated hereby and thereby have been will be at the Closing, duly and validly authorized and approved by all necessary limited liability company action on the part of the Buyer and no other proceeding on the part of the Buyer is necessary to authorize this Agreement or to consummate the transactions contemplated herebysuch Purchaser Entity. This Agreement is, and each Ancillary Agreement the other Transaction Documents to which the Buyer each Purchaser Entity is a party constitutes, or upon execution when executed and delivery delivered by such Purchaser Entity will constitutebe, the legal, valid and binding obligation of the Buyer, such Purchaser Entity and enforceable against such Purchaser Entity in accordance with its their respective terms, except as such enforcement may be limited by general equitable principles or by applicable subject to the effects of bankruptcy, insolvency, moratorium reorganization, moratorium, and similar Applicable Law, as well as to principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or similar laws and judicial decisions from time to time in effect which affect creditors’ rights generallyat law).