Common use of Authorization and Validity Clause in Contracts

Authorization and Validity. The execution, delivery and performance by Buyer of this Agreement and the other agreements contemplated hereby, and the consummation of the transactions contemplated hereby, have been duly authorized by Buyer. This Agreement and each other agreement contemplated hereby have been or will be prior to Closing duly executed and delivered by Buyer and constitute or will constitute legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms.

Authorization and Validity. The execution, delivery and performance by Buyer Seller of this Agreement and the other agreements contemplated hereby, and the consummation of the transactions contemplated hereby, have been duly authorized by BuyerSeller. This Agreement and each other agreement contemplated hereby have been or will be prior to Closing duly executed and delivered by Buyer Seller and constitute or will constitute legal, valid and binding obligations of BuyerSeller, enforceable against Buyer Seller in accordance with their respective terms.

Authorization and Validity. The execution, delivery and performance by Buyer of this Agreement and the other agreements contemplated hereby, hereby by Seller and the consummation of the transactions contemplated herebyhereby and thereby, have been duly authorized by BuyerSeller. This Agreement and each other agreement contemplated hereby have been or will be prior to Closing duly executed and delivered by Buyer Seller and constitute or will constitute legal, valid and binding obligations of BuyerSeller, enforceable against Buyer it in accordance with their respective terms.

Authorization and Validity. The execution, delivery and performance by Buyer of this Agreement and the other agreements contemplated herebyhereby by Purchaser, and the consummation of the transactions contemplated herebyhereby and thereby, have been duly authorized by BuyerPurchaser. This Agreement and each other agreement contemplated hereby have been or will be prior to Closing duly executed and delivered by Buyer Purchaser and constitute or will constitute legal, valid and binding obligations of BuyerPurchaser, enforceable against Buyer Purchaser in accordance with their respective terms.

Authorization and Validity. The execution, delivery and performance by Buyer of this Agreement and the other agreements contemplated hereby, and the consummation of the transactions contemplated hereby, have been duly authorized by all requisite corporate or equivalent actions on the part of Buyer. This , and this Agreement and each other agreement contemplated hereby have been or will be prior to Closing duly executed and delivered by Buyer and constitute or will constitute constitutes a legal, valid and binding obligations agreement and obligation of Buyer, enforceable against Buyer it in accordance with their respective termsits terms subject to the Enforceability Exceptions.

Authorization and Validity. The execution, delivery and performance by Buyer of this Agreement and the other agreements contemplated herebyhereby by Seller, and the consummation of the transactions contemplated herebyhereby and thereby, have been duly authorized by BuyerSeller. This Agreement has been and each other agreement contemplated hereby have been or will be prior to Closing duly executed and delivered by Buyer Seller and constitute or this Agreement constitutes and each other agreement contemplated hereby will constitute legal, valid and binding obligations of BuyerSeller, enforceable against Buyer each of them in accordance with their respective terms.

Authorization and Validity. The execution, delivery and performance by Buyer of this Agreement and the other agreements contemplated herebyhereby by Purchaser, and the consummation of the transactions contemplated herebyhereby and thereby, have been duly authorized by BuyerPurchaser. This Agreement has been and each other agreement contemplated hereby have been or will be prior to Closing duly executed and delivered by Buyer Purchaser and constitute or this Agreement constitutes and each agreement contemplated hereby will constitute legal, valid and binding obligations of BuyerPurchaser, enforceable against Buyer Purchaser in accordance with their respective terms.

Authorization and Validity. The execution, delivery and performance by Buyer of this Agreement and the other agreements contemplated hereby, and the consummation of the transactions contemplated hereby, have been duly authorized by Buyer. This Agreement and each other agreement contemplated hereby have been or will be prior to Closing duly executed and delivered authorized by Buyer and constitute Purchaser. This Agreement constitutes or will constitute the legal, valid and binding obligations obligation of BuyerPurchaser, enforceable against Buyer Purchaser in accordance with their respective its terms.

Authorization and Validity. The execution, delivery and performance by Buyer of this Agreement and the other agreements contemplated hereby, and the consummation of the transactions transaction contemplated hereby, hereby have been duly authorized by Buyerthe respective Board of Directors of the Purchaser. This Agreement and each other agreement contemplated hereby have been or will be prior to Closing duly executed and delivered by Buyer and constitute or will constitute constitutes the legal, valid and binding obligations obligation of Buyerthe Purchaser, enforceable against Buyer Purchaser in accordance with their respective termsits terms with the exception of applicable bankruptcy and insolvency laws.

Authorization and Validity. The execution, delivery and performance by Buyer of this Agreement and the other agreements contemplated hereby, and the consummation of the transactions contemplated hereby, have been duly authorized by Buyer. This Agreement and each other agreement contemplated hereby have been or will be prior to Closing duly executed and delivered by Buyer and constitute or will constitute legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms.

Authorization and Validity. The execution, delivery and performance by Buyer Purchaser of this Agreement and the any other agreements contemplated hereby, and the consummation of the transactions contemplated herebyhereby and thereby, have been duly authorized by Buyerall requisite corporate action of Purchaser. This Agreement and each any other agreement contemplated hereby have been or will be prior to as of the Closing Date, duly executed and delivered by Buyer Purchaser and constitute or Gruesers and constitutes and will constitute legal, valid and binding obligations of Buyer, Purchaser and Gruesers and is enforceable against Buyer them in accordance with their respective terms.

Authorization and Validity. The execution, delivery and performance by Buyer Acquiror of this Agreement and the other agreements contemplated hereby, and the consummation of the transactions contemplated herebyhereby and thereby, have been duly authorized by Buyerthe Board of Directors and shareholders of Acquiror. This Agreement and each other agreement contemplated hereby to be executed by Acquiror have been or will be prior to as of the Closing duly executed and delivered by Buyer and constitute or will constitute legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms.Date

Authorization and Validity. The execution, delivery and performance by Buyer of this Agreement and the other agreements contemplated hereby, and the consummation of the transactions contemplated hereby, have been duly authorized by Buyer. This Agreement and each other agreement contemplated hereby have been or will be prior to Closing duly executed authorized by Corporation and delivered by Buyer and constitute Purchaser. This Agreement constitutes or will constitute the legal, valid and binding obligations of BuyerCorporation and Purchaser, enforceable against Buyer Corporation and Purchaser in accordance with their respective its terms.

Authorization and Validity. The execution, delivery and performance by Buyer of this Agreement and the other agreements contemplated herebyto be executed by Purchaser, and the consummation of the transactions contemplated herebyhereby and thereby, have been duly authorized by BuyerPurchaser. This Agreement Agreement, the Note and each other agreement contemplated hereby have been or the Leases with respect to locations numbers 1-3 on Exhibit A will be prior to or at Closing duly executed and delivered by Buyer Purchaser and constitute or will constitute legal, valid and binding obligations of BuyerPurchaser, enforceable against Buyer Purchaser in accordance with their respective terms.

Authorization and Validity. The execution, delivery and performance by Buyer Purchaser of this Agreement Agreement, the Notes and the other agreements contemplated hereby, and the consummation of the transactions contemplated herebyhereby and thereby, have been duly authorized by BuyerPurchaser. This Agreement and each other agreement contemplated hereby have been or will be prior to Closing duly executed and delivered by Buyer and constitute or will constitute legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms.as

Authorization and Validity. The execution, delivery and performance by Buyer of this Agreement and the other agreements contemplated hereby, hereby by Purchaser and the consummation of the transactions contemplated herebyhereby and thereby, have been duly authorized by BuyerPurchaser. This Agreement has been and each other agreement contemplated hereby have been or will be prior to Closing duly executed and delivered by Buyer Purchaser and constitute or this Agreement constitutes and each agreement contemplated hereby will constitute legal, valid and binding obligations of BuyerPurchaser, enforceable against Buyer Purchaser in accordance with their respective terms.

Authorization and Validity. The execution, delivery and performance by Buyer of this Agreement and the other agreements contemplated herebyto be executed by Purchasers, and the consummation of the transactions contemplated herebyin this Agreement, have been duly authorized by BuyerPurchasers. This Agreement and each other agreement contemplated hereby have been or will be prior to Closing duly executed and delivered by Buyer and constitute or will constitute legal, valid and binding obligations of BuyerPurchasers, enforceable against Buyer Purchasers in accordance with their respective terms.

Authorization and Validity. The execution, delivery and performance by Buyer of this Agreement and the other agreements contemplated herebyAgreement, and the consummation of the transactions contemplated hereby, have been duly authorized by Buyer. This Agreement and each other agreement contemplated hereby have has been or will be prior to Closing duly executed and delivered by Buyer and constitute or will constitute constitutes a legal, valid and binding obligations obligation of Buyer, enforceable against Buyer in accordance with their respective its terms, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or the availability of equitable remedies.

Authorization and Validity. The execution, delivery and performance by Buyer of this Agreement and the other agreements contemplated hereby, and the consummation of the transactions contemplated hereby, by Buyer have been duly authorized by all requisite action on the part of Buyer. This Agreement and each other agreement contemplated hereby have has been or will be prior to Closing duly executed and delivered by Buyer and constitute or will constitute constitutes a legal, valid and binding obligations obligation of Buyer, enforceable against Buyer in accordance with their respective its terms.

Authorization and Validity. The execution, delivery and performance by Buyer of this Agreement and the other agreements contemplated herebyto be executed by Sellers, and the consummation of the transactions contemplated herebyhereby and thereby, have been duly authorized by BuyerSellers. This Agreement and each other agreement contemplated hereby have been or will be prior to Closing duly executed and delivered by Buyer and constitute or will constitute constitutes legal, valid and binding obligations of BuyerSellers, enforceable against Buyer Sellers in accordance with their respective terms. Sellers have secured all necessary approvals and consents of third parties to the consummation of the transactions contemplated by this Agreement.

Authorization and Validity. The execution, delivery and performance by Buyer Seller of this Agreement and the other agreements contemplated hereby, and the consummation of the transactions contemplated hereby, have been duly authorized by Buyer. This Agreement and each other agreement contemplated hereby have been or will be prior to Closing duly executed and delivered by Buyer and constitute or will constitute legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective termsSeller.