Common use of Due Authorization, Execution and Delivery Clause in Contracts

Due Authorization, Execution and Delivery. (a) Subject to the issuance of the Final Orders and any required compliance with the HSR Act, the Company has full corporate power and authority to enter into and perform this Agreement and any documents or instruments to be entered into as contemplated or required by this Agreement (collectively, the "ANCILLARY DOCUMENTS") and to which the Company is a party, and to carry out the transactions contemplated hereby and thereby. Prior to the Closing, the Company will have taken all requisite action to approve the execution and delivery of this Agreement and the Ancillary Documents to which it is a party and the transactions contemplated hereby and thereby. This Agreement and each of the Ancillary Documents to which the Company is a party constitute the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as may be limited by the availability of equitable remedies or by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally (whether such rights are considered at law or in equity).

Due Authorization, Execution and Delivery. (a) Subject to the issuance of the Final Orders Orders, and any required compliance with the HSR Act, the Company Seller has full corporate power and authority to enter into and perform this Agreement and any documents or instruments to be entered into as contemplated or required by this Agreement (collectively, the "ANCILLARY DOCUMENTS") and to which the Company Seller is a party, and to carry out the transactions contemplated hereby and thereby. Prior to the Closing, the Company Seller will have taken all requisite action to approve the execution and delivery of this Agreement and the Ancillary Documents to which it is a party and the transactions contemplated hereby and thereby. This Agreement and each of the Ancillary Documents to which the Company Seller is a party constitute the legal, valid and binding obligation of the CompanySeller, enforceable against it in accordance with its terms, except as may be limited by the availability of equitable remedies or by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally (whether such rights are considered at law or in equity).