Common use of Authority; Execution and Delivery Clause in Contracts

Authority; Execution and Delivery. Seller has the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Seller and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement has been duly executed and delivered by Seller and, assuming the due authorization, execution and delivery of this Agreement by Buyer and Company, will constitute the legal, valid and binding obligation of Seller, enforceable against it 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 considered in a proceeding in equity or at law.

Authority; Execution and Delivery. Seller has the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Seller and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement has been duly executed and delivered by Seller and, assuming the due authorization, execution and delivery of this Agreement by Buyer and CompanyPurchaser, will constitute constitutes the legal, valid and binding obligation of Seller, enforceable against it 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 considered in a proceeding in equity or at law.

Authority; Execution and Delivery. Seller Purchaser has the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Seller Purchaser and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement has been duly executed and delivered by Seller Purchaser and, assuming the due authorization, execution and delivery of this Agreement by Buyer and CompanySeller, will constitute constitutes the legal, valid and binding obligation of SellerPurchaser, enforceable against it Purchaser 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 considered in a proceeding in equity or at law.

Authority; Execution and Delivery. Seller Purchaser has the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Seller Purchaser and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement has been duly executed and delivered by Seller Purchaser and, assuming the due authorization, execution and delivery of this Agreement by Buyer and CompanySeller, will constitute constitutes the legal, valid and binding obligation of SellerPurchaser, enforceable against it Purchaser 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 including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing), ) regardless of whether considered in a proceeding in equity or at law.

Authority; Execution and Delivery. Seller Buyer has the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Seller Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement has been duly executed and delivered by Seller Buyer and, assuming the due authorization, execution and delivery of this Agreement by Buyer and Companysuch Seller, will constitute constitutes the legal, valid and binding obligation of SellerBuyer, enforceable against it Buyer 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 considered in a proceeding in equity or at law.

Authority; Execution and Delivery. Seller Buyer has the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Seller Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement has been duly executed and delivered by Seller Buyer and, assuming the due authorization, execution and delivery of this Agreement by Buyer and CompanySeller, will constitute constitutes the legal, valid and binding obligation of SellerBuyer, enforceable against it Buyer 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 considered in a proceeding in equity or at law.

Authority; Execution and Delivery. Seller Buyer has the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated herebyContemplated Transactions. The execution and delivery of this Agreement by Seller Buyer and the consummation of the transactions contemplated Contemplated Transactions hereby have been duly and validly authorized. This Agreement has been duly executed and delivered by Seller Buyer and, assuming the due authorization, execution and delivery of this Agreement by Buyer and CompanySellers, will constitute constitutes the legal, valid and binding obligation of SellerBuyer, enforceable against it Buyer 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 considered in a proceeding in equity or at lawLaw.

Authority; Execution and Delivery. Seller Buyer has the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Seller Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement has been duly executed and delivered by Seller Buyer and, assuming the due authorization, execution and delivery of this Agreement by Buyer and CompanySellers, will constitute constitutes the legal, valid and binding obligation of SellerBuyer, enforceable against it Buyer 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 considered in a proceeding in equity or at law.

Authority; Execution and Delivery. Seller Buyer has the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Seller Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement has been duly executed and delivered by Seller Buyer and, assuming the due authorization, execution and delivery of this Agreement by Buyer and Companysuch Seller, will constitute constitutes the legal, valid and binding obligation of SellerBuyer, enforceable against it Buyer in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws 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 considered in a proceeding in equity or at lawLaw.

Authority; Execution and Delivery. Seller Buyer has the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Seller Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorizedauthorized by Buyer. This Agreement has been duly executed and delivered by Seller Buyer and, assuming the due authorization, execution and delivery of this Agreement by Buyer and CompanySeller, will constitute constitutes the legal, valid and binding obligation of SellerBuyer, enforceable against it Buyer 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 considered in a proceeding in equity or at law.

Authority; Execution and Delivery. Seller Buyer has the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Seller Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement has been duly executed and delivered by Seller Buyer and, assuming the due authorization, execution and delivery of this Agreement by Buyer and CompanySeller, will constitute constitutes the legal, valid and binding obligation of SellerBuyer, enforceable against it Buyer in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws 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 considered in a proceeding in equity or at lawLaw.

Authority; Execution and Delivery. Seller has the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Seller Seller, and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement has been duly executed and delivered by Seller and, assuming the due authorization, execution and delivery of this Agreement by Buyer and CompanyPurchaser, will constitute constitutes the legal, valid and binding obligation of Seller, enforceable against it Seller 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 including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing), ) regardless of whether considered in a proceeding in equity or at law.

Authority; Execution and Delivery. Seller Buyer has the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Seller Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement has been duly executed and delivered by Seller Buyer and, assuming the due authorization, execution and delivery of this Agreement by Buyer and CompanySellers, will constitute constitutes the legal, valid and binding obligation of SellerBuyer, enforceable against it Buyer 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 considered in a proceeding in equity or at law.

Authority; Execution and Delivery. Seller has Sellers have the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by each Seller and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement has been duly executed and delivered by each Seller and, assuming the due authorization, execution and delivery of this Agreement by Buyer and CompanyBuyer, will constitute the legal, valid and binding obligation of each Seller, enforceable against it 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 considered in a proceeding in equity or at law.

Authority; Execution and Delivery. Seller Purchaser has the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Seller Purchaser and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement has been duly executed and delivered by Seller Purchaser and, assuming the due authorization, execution and delivery of this Agreement by Buyer and CompanySeller, will constitute constitutes the legal, valid and binding obligation of SellerPurchaser, enforceable against it Purchaser 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 including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing), ) regardless of whether considered in a proceeding in equity or at law.

Authority; Execution and Delivery. Seller The Buyer has the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Seller the Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement has been duly executed and delivered by Seller the Buyer and, assuming the due authorization, execution and delivery of this Agreement by Buyer and Companythe Seller, will constitute constitutes the legal, valid and binding obligation of Sellerthe Buyer, enforceable against it the Buyer 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 considered in a proceeding in equity or at law.. Section 6.3

Authority; Execution and Delivery. Seller has Sellers have the requisite corporate full legal right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Seller Sellers and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement has been duly executed and delivered by Seller Sellers and, assuming the due authorization, execution and delivery of this Agreement by Buyer and CompanyBuyer, will constitute the legal, valid and binding obligation of SellerSellers, enforceable against it 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 considered in a proceeding in equity or at law.