Common use of Authorization of Transactions Clause in Contracts

Authorization of Transactions. The execution, delivery and performance of this Agreement and all of the other agreements and instruments contemplated hereby to which Seller is a party have been duly authorized by the Seller, and no other act or proceeding on the part of Seller is necessary to authorize the execution, delivery or performance of this Agreement or the other agreements contemplated hereby and the consummation of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by Seller and Xxxxx and constitutes a valid and binding obligation of Seller and Xxxxx, enforceable in accordance with its terms, and each of the other agreements and instruments contemplated hereby to which Seller or Xxxxx is a party, when executed and delivered by Seller or Xxxxx, in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of Seller or Xxxxx, as the case may be, enforceable in accordance with its respective terms. Seller holds its interests in the Company subject to a trust agreement that is valid, existing, and enforceable under the laws of the State of Oklahoma, and that provides its trustees with all necessary power and authority to execute, deliver, and perform its obligations under this Agreement and the other agreements contemplated hereby to which it is a party. Each Person executing this Agreement and such other agreements contemplated hereby on behalf of Seller is a duly appointed, qualified, and acting trustee of Seller, with all requisite power and authority to execute, deliver, and perform all obligations of Seller under this Agreement and such other agreements contemplated hereby. The copies of the trust instruments and other organizational documents relating to Seller which have been furnished to Buyer reflect all amendments made thereto prior to the date of this Agreement and are correct and complete.

Authorization of Transactions. The execution, delivery Company has full power and performance of authority to execute and deliver this Agreement and all of the other agreements and instruments contemplated hereby to which Seller is a party have been duly authorized by the Seller, and no other act or proceeding on the part of Seller is necessary to authorize the execution, delivery or performance of this Agreement or the other agreements contemplated hereby and the consummation of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by Seller and Xxxxx and constitutes a valid and binding obligation of Seller and Xxxxx, enforceable in accordance with its terms, and each of the other agreements and instruments contemplated hereby to which Seller or Xxxxx is a party, when executed and delivered by Seller or Xxxxx, in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of Seller or Xxxxx, as the case may be, enforceable in accordance with its respective terms. Seller holds its interests in the Company subject to a trust agreement that is valid, existing, and enforceable under the laws of the State of Oklahoma, and that provides its trustees with all necessary power and authority to execute, deliver, and perform its obligations under this Agreement and the other agreements contemplated hereby Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herein and therein. Each Person executing this Agreement and such other agreements contemplated hereby on behalf of Seller is a duly appointedExcept for obtaining approval as required under the HSR Act, qualified, and acting trustee of Seller, with all requisite (i) the Company has full power and authority to execute, deliver, execute and deliver all other Transaction Documents to which the Company is or will be a party and to perform all its obligations of Seller under this Agreement hereunder and such thereunder and (ii) no other agreements contemplated hereby. The copies proceeding or action on the part of the trust instruments Company is necessary to approve and authorize the Company’s execution and delivery of any other organizational documents relating Transaction Document to Seller which have been furnished to Buyer reflect all amendments made thereto prior to the date Company is or will be a party or the performance of the Company’s obligations hereunder or thereunder. Simultaneously with the execution and delivery of this Agreement, the Company has obtained approval of this Agreement and are correct the transactions contemplated hereby pursuant to the Shareholder Consent, and completeno additional authorization, approval, ratification or other action is required by the Shareholders in order to complete the transactions contemplated by this Agreement. This Agreement and all other Transaction Documents to which the Company is or will be a party have been, or will be at Closing, duly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof and thereof by the parties thereto other than the Company, constitute or, upon execution and delivery, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their terms, except as enforceability hereof or thereof may be limited by bankruptcy, insolvency or other laws affecting creditors’ rights generally and limitations on the availability of equitable remedies.

Authorization of Transactions. Each Seller has the requisite corporate power to execute and deliver this Agreement and the Transaction Documents contemplated hereby to be executed and delivered by it, to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by each Seller of this Agreement and all such Transaction Documents, and the performance by such Seller of its obligations hereunder and thereunder, and the consummation by such Seller of the other agreements and instruments contemplated hereby to which Seller is a party Transactions have been duly and validly authorized by the Seller, and no other act or proceeding all necessary corporate action on the part of such Seller and no other corporate proceedings on the part of any Seller is necessary to authorize the execution, delivery or and performance by such Seller of this Agreement Agreement, such Transaction Documents, the performance by such Seller of its obligations hereunder or thereunder, or to consummate the other agreements contemplated hereby and the consummation of the transactions contemplated hereby or therebyTransactions. This Agreement has been been, and each Transaction Document contemplated hereby to be executed by such Seller shall be, duly executed and delivered by such Seller and, assuming due authorization, execution and Xxxxx delivery by Buyer, constitutes or, upon 26 execution and constitutes a delivery, will constitute, the valid and binding obligation of Seller and Xxxxxsuch Seller, enforceable against such Seller in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to or affecting the rights and each remedies of creditors and general principles of equity (whether considered in a proceeding at law or in equity) and the discretion of the other agreements and instruments contemplated hereby to court before which Seller or Xxxxx is a partyany proceeding therefor may be brought (collectively, when executed and delivered by Seller or Xxxxx, in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of Seller or Xxxxx, as the case may be, enforceable in accordance with its respective terms“Enforceability Exceptions”). Seller holds its interests in the Company subject to a trust agreement that is valid, existing, and enforceable under the laws of the State of Oklahoma, and that provides its trustees with all necessary power and authority to execute, deliver, and perform its obligations under this Agreement and the other agreements contemplated hereby to which it is a party. Each Person executing this Agreement and such other agreements contemplated hereby on behalf of Seller is a duly appointed, qualified, and acting trustee of Seller, with all requisite power and authority to execute, deliver, and perform all obligations of Seller under this Agreement and such other agreements contemplated hereby. The copies of the trust instruments and other organizational documents relating to Seller which have been furnished to Buyer reflect all amendments made thereto prior to the date of this Agreement and are correct and complete.Section 3.3

Authorization of Transactions. The execution, delivery Company has full corporate power and performance of authority to execute and deliver this Agreement and all each of the other agreements and instruments contemplated hereby Ancillary Agreements to which Seller it is a party have been and to consummate the transactions contemplated hereunder and thereunder and to perform its obligations hereunder and thereunder. The board of directors of the Company, by resolutions duly authorized adopted (and not thereafter modified or rescinded) by the unanimous vote of such board of directors, has (i) declared that this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, including the Transaction, upon the terms and subject to the conditions set forth herein, advisable and in the best interests of the Company, Parent and the Seller, respectively, and no (ii) approved this Agreement and the Ancillary Documents in accordance with applicable Law. No other act or proceeding proceedings on the part of Seller is the Company are necessary to approve and authorize the execution, execution and delivery or performance of this Agreement or the other agreements contemplated hereby Ancillary Agreements to which the Company is a party and the consummation of the transactions contemplated hereby or and thereby. This Agreement has been been, and upon their execution the Ancillary Agreements to which the Company is a party shall have been, duly executed and delivered by Seller the Company, and Xxxxx assuming the due execution and constitutes a delivery of such documents by the other parties hereto and thereto, this Agreement constitutes, and upon their execution the Ancillary Agreements shall constitute, valid and binding obligation obligations of Seller and Xxxxxthe Company, enforceable against the Company in accordance with its their respective terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and each general principles of equity affecting the other agreements and instruments contemplated hereby to which Seller or Xxxxx is a party, when executed and delivered by Seller or Xxxxx, in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation availability of Seller or Xxxxx, as the case may be, enforceable in accordance with its respective terms. Seller holds its interests in the Company subject to a trust agreement that is valid, existing, and enforceable under the laws of the State of Oklahoma, and that provides its trustees with all necessary power and authority to execute, deliver, and perform its obligations under this Agreement and the other agreements contemplated hereby to which it is a party. Each Person executing this Agreement and such other agreements contemplated hereby on behalf of Seller is a duly appointed, qualified, and acting trustee of Seller, with all requisite power and authority to execute, deliver, and perform all obligations of Seller under this Agreement and such other agreements contemplated hereby. The copies of the trust instruments specific performance and other organizational documents relating to Seller which have been furnished to Buyer reflect all amendments made thereto prior to the date of this Agreement and are correct and completeequitable remedies.

Authorization of Transactions. Each Seller has full corporate or other organizational power and authority to execute and deliver this Agreement and each of the other Transaction Documents to which such Seller is a party and to consummate the transactions contemplated by this Agreement and the other Transaction Documents. The execution, execution and delivery and performance by each Seller of this Agreement and all of the other agreements and instruments contemplated hereby Transaction Documents to which such Seller is a party party, the performance by such Seller of its obligations hereunder and thereunder and the consummation by such Seller of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Seller, and no other act or proceeding all requisite corporate action on the part of such Seller. No other corporate proceedings on the part of any Seller is or any of its Subsidiaries are necessary to approve and authorize the execution, execution and delivery or performance of this Agreement or the other agreements contemplated hereby Transaction Documents to which such Seller is a party and the consummation of the transactions contemplated hereby or therebyby this Agreement and the other Transaction Documents. This Agreement has been duly executed and delivered by each Seller and Xxxxx and constitutes a the valid and binding obligation agreements of Seller and Xxxxxeach Seller, enforceable against each Seller in accordance with its their terms, except that (a) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (b) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Limitations”). Upon the execution and delivery by each Seller or one or more of its Subsidiaries of the other agreements and instruments contemplated hereby to which Seller or Xxxxx is a party, when executed and delivered by Seller or Xxxxx, in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of Seller or Xxxxx, as the case may be, enforceable in accordance with its respective terms. Seller holds its interests in the Company subject to a trust agreement that is valid, existing, and enforceable under the laws of the State of Oklahoma, and that provides its trustees with all necessary power and authority to execute, deliver, and perform its obligations under this Agreement and the other agreements contemplated hereby Transaction Documents to which it is a party. Each Person executing this Agreement , and assuming the due authorization, execution and delivery thereof by the other parties thereto, such other agreements contemplated hereby on behalf of Seller is a duly appointed, qualified, Transaction Documents will constitute the valid and acting trustee of Seller, with all requisite power and authority to execute, deliver, and perform all binding obligations of such Seller under this Agreement and any such other agreements contemplated hereby. The copies of the trust instruments and other organizational documents relating to Seller which have been furnished to Buyer reflect all amendments made thereto prior Subsidiaries, enforceable against such entity in accordance with their terms, subject to the date of this Agreement and are correct and completeEnforceability Limitations.

Authorization of Transactions. The execution, delivery and performance by such Seller of this Agreement and all of Agreement, the other agreements and instruments contemplated hereby to which Seller is a party and each of the transactions contemplated hereby or thereby have been duly and validly authorized by the Seller, such Seller and no other act or proceeding on the part of such Seller is necessary to authorize the execution, delivery or performance by the Company of this Agreement or any other agreement contemplated hereby or the consummation of any of the transactions contemplated hereby or thereby, assuming the due execution and delivery of this Agreement and the other agreements contemplated hereby by the other parties hereto and thereto, and the consummation of the transactions contemplated hereby or thereby. Such Seller has full legal capacity to enter into and deliver this Agreement and the other documents contemplated hereby to which such Seller is a party, and to perform its obligations hereunder and thereunder. This Agreement has and the other documents contemplated hereby to which such Seller is a party have been or will be duly executed and delivered by such Seller and, assuming the due execution and Xxxxx and constitutes a valid and binding obligation delivery of Seller and Xxxxx, enforceable in accordance with its terms, and each of the other agreements and instruments contemplated hereby to which Seller or Xxxxx is a party, when executed and delivered by Seller or Xxxxx, in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of Seller or Xxxxx, as the case may be, enforceable in accordance with its respective terms. Seller holds its interests in the Company subject to a trust agreement that is valid, existing, and enforceable under the laws of the State of Oklahoma, and that provides its trustees with all necessary power and authority to execute, deliver, and perform its obligations under this Agreement and the other agreements contemplated hereby to which it is a party. Each Person executing this Agreement by the other parties hereto and thereto, constitute, or when executed and delivered will constitute, the valid and binding agreements of such other agreements contemplated hereby on behalf of Seller is a duly appointed, qualified, and acting trustee of Seller, enforceable in accordance with all requisite power their terms, except as the enforceability hereof or thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditor’s rights generally and authority to execute, deliver, and perform all obligations as limited by the availability of Seller under this Agreement and such other agreements contemplated hereby. The copies of the trust instruments specific performance and other organizational documents relating to Seller which have been furnished to Buyer reflect all amendments made thereto prior to the date of this Agreement and are correct and completeequitable remedies or applicable equitable principles (whether considered in a proceeding at law or in equity).

Authorization of Transactions. Purchaser, Merger Sub and Guarantor have all requisite organizational or corporate power and authority to execute and deliver this Agreement and the other agreements contemplated hereby and to perform their respective obligations hereunder and thereunder. The execution, delivery and performance by Purchaser, Merger Sub and Guarantor of this Agreement and all of Agreement, the other agreements and instruments contemplated hereby to which Seller Purchaser, Merger Sub or Guarantor is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Seller, such Person’s governing body and no other act or proceeding on the part of Seller Purchaser, Merger Sub or Guarantor, or their respective governing bodies, stockholders or members, as applicable, is necessary to authorize the execution, delivery or performance of this Agreement or the other agreements contemplated hereby to which Purchaser, Merger Sub or Guarantor is a party and the consummation of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by Seller Purchaser, Merger Sub and Xxxxx Guarantor and, assuming the due execution and constitutes delivery of this Agreement and the other agreements contemplated hereby by the other parties hereto and thereto, this Agreement constitutes, and the other agreements contemplated hereby upon execution and delivery by Purchaser, Merger Sub and Guarantor will each constitute, a valid and binding obligation of Seller Purchaser, Merger Sub and XxxxxGuarantor, enforceable in accordance with its terms, and each of except as such enforceability may be limited by the other agreements and instruments contemplated hereby to which Seller or Xxxxx is a party, when executed and delivered by Seller or Xxxxx, in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of Seller or Xxxxx, as the case may be, enforceable in accordance with its respective terms. Seller holds its interests in the Company subject to a trust agreement that is valid, existing, and enforceable under the laws of the State of Oklahoma, and that provides its trustees with all necessary power and authority to execute, deliver, and perform its obligations under this Agreement and the other agreements contemplated hereby to which it is a party. Each Person executing this Agreement and such other agreements contemplated hereby on behalf of Seller is a duly appointed, qualified, and acting trustee of Seller, with all requisite power and authority to execute, deliver, and perform all obligations of Seller under this Agreement and such other agreements contemplated hereby. The copies of the trust instruments and other organizational documents relating to Seller which have been furnished to Buyer reflect all amendments made thereto prior to the date of this Agreement and are correct and completeEnforceability Exceptions.

Authorization of Transactions. Each Seller has the requisite corporate power to execute and deliver this Agreement and the Transaction Documents contemplated hereby to be executed and delivered by it, to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by each Seller of this Agreement and all such Transaction Documents, and the performance by such Seller of its obligations hereunder and thereunder, and the consummation by such Seller of the other agreements and instruments contemplated hereby to which Seller is a party Transactions have been duly and validly authorized by the Seller, and no other act or proceeding all necessary corporate action on the part of such Seller and no other corporate proceedings on the part of any Seller is necessary to authorize the execution, delivery or and performance by such Seller of this Agreement Agreement, such Transaction Documents, the performance by such Seller of its obligations hereunder or thereunder, or to consummate the other agreements contemplated hereby and the consummation of the transactions contemplated hereby or therebyTransactions. This Agreement has been been, and each Transaction Document contemplated hereby to be executed by such Seller shall be, duly executed and delivered by such Seller and, assuming due authorization, execution and Xxxxx delivery by Buyer, constitutes or, upon execution and constitutes a delivery, will constitute, the valid and binding obligation of Seller and Xxxxxsuch Seller, enforceable against such Seller in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to or affecting the rights and each remedies of creditors and general principles of equity (whether considered in a proceeding at law or in equity) and the discretion of the other agreements and instruments contemplated hereby to court before which Seller or Xxxxx is a partyany proceeding therefor may be brought (collectively, when executed and delivered by Seller or Xxxxx, in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of Seller or Xxxxx, as the case may be, enforceable in accordance with its respective terms. Seller holds its interests in the Company subject to a trust agreement that is valid, existing, and enforceable under the laws of the State of Oklahoma, and that provides its trustees with all necessary power and authority to execute, deliver, and perform its obligations under this Agreement and the other agreements contemplated hereby to which it is a party. Each Person executing this Agreement and such other agreements contemplated hereby on behalf of Seller is a duly appointed, qualified, and acting trustee of Seller, with all requisite power and authority to execute, deliver, and perform all obligations of Seller under this Agreement and such other agreements contemplated hereby. The copies of the trust instruments and other organizational documents relating to Seller which have been furnished to Buyer reflect all amendments made thereto prior to the date of this Agreement and are correct and complete“Enforceability Exceptions”).

Authorization of Transactions. Each Seller is a corporation duly incorporated and organized, validly existing and in good standing under the Laws of its jurisdiction of organization and is qualified to do business in every jurisdiction where required, except where the failure to so qualify does not have and would not reasonably be expected to have a material adverse effect on such Seller, and has full corporate power and authority to own and operate the Purchased Assets and execute and deliver the Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The executionboard of directors of each Seller and, to the extent necessary, the shareholders of such Seller have duly approved this Agreement and all other Transaction Documents to which such Seller is a party and have duly authorized the execution and delivery and performance of this Agreement and all of the other agreements and instruments contemplated hereby Transaction Documents to which such Seller is a party have been duly authorized by the Seller, and no other act or proceeding on the part of Seller is necessary to authorize the execution, delivery or performance of this Agreement or the other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby. No other corporate proceedings on the part of any Seller are necessary to approve and authorize the execution and delivery of this Agreement or the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby. This Agreement has and each other Transaction Document to which any Seller is a party have been duly executed and delivered by such Seller and Xxxxx and constitutes a constitute the valid and binding obligation agreements of Seller and Xxxxxsuch Seller, enforceable against such Seller in accordance with its their terms, except as may be limited by the Enforceability Exceptions. Additionally, each Seller hereby warrants and each of represents that it has the other agreements and instruments contemplated hereby to which Seller or Xxxxx is a party, when executed and delivered by Seller or Xxxxx, in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of Seller or Xxxxx, as the case may be, enforceable in accordance with its respective terms. Seller holds its interests in the Company subject to a trust agreement that is valid, existing, and enforceable under the laws of the State of Oklahoma, and that provides its trustees with all necessary power and authority to execute, deliver, execute and perform its obligations under this Agreement and the other agreements contemplated hereby to which it is a party. Each Person executing this Agreement and such other agreements contemplated hereby enter into Section 5.3 on behalf of Seller is a duly appointed, qualified, itself and acting trustee each other Subsidiary of Seller, with all requisite power and authority to execute, deliver, and perform all obligations of Seller under this Agreement and such other agreements contemplated hereby. The copies of the trust instruments and other organizational documents relating to Seller which have been furnished to Buyer reflect all amendments made thereto prior to the date of this Agreement and are correct and completeMSC.

Authorization of Transactions. Each Seller has all requisite corporate power and authority to execute and deliver the Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby and to carry out its obligations hereunder and thereunder. The execution, delivery board of directors of each Seller (i) has made assessments of the value of the Acquired Business and performance of has taken other actions as to satisfy the fiduciary duties that must be satisfied by it in order to enable such Seller to enter into this Agreement and all to render this Agreement binding upon such Seller in accordance with its terms and (ii) has duly approved the Transaction Documents to which such Seller is a party and has duly authorized the execution and delivery of the other agreements and instruments contemplated hereby Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby. No other corporate proceedings on the part of any Seller is necessary to approve and authorize the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby. All Transaction Documents to which any Seller is a party have been duly authorized by the Seller, and no other act or proceeding on the part of Seller is necessary to authorize the execution, delivery or performance of this Agreement or the other agreements contemplated hereby and the consummation of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by such Seller and Xxxxx and constitutes a constitute the valid and binding obligation agreements of Seller and Xxxxxsuch Seller, enforceable against such Seller in accordance with its their terms, and each except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of the other agreements and instruments contemplated hereby to which Seller or Xxxxx is a party, when executed and delivered by Seller or Xxxxx, in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation general application affecting enforcement of Seller or Xxxxx, as the case may be, enforceable in accordance with its respective terms. Seller holds its interests in the Company subject to a trust agreement that is valid, existingcreditors' rights, and enforceable under as limited by general principles of equity that restrict the laws availability of the State of Oklahoma, and that provides its trustees with all necessary power and authority to execute, deliver, and perform its obligations under this Agreement and the other agreements contemplated hereby to which it is a party. Each Person executing this Agreement and such other agreements contemplated hereby on behalf of Seller is a duly appointed, qualified, and acting trustee of Seller, with all requisite power and authority to execute, deliver, and perform all obligations of Seller under this Agreement and such other agreements contemplated hereby. The copies of the trust instruments and other organizational documents relating to Seller which have been furnished to Buyer reflect all amendments made thereto prior to the date of this Agreement and are correct and completeequitable remedies.