Common use of Necessary Authority Clause in Contracts

Necessary Authority. The Purchaser has full power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder, and, subject to the Required Statutory Approvals, to consummate the transactions contemplated hereby and thereby. This Agreement has been duly authorized, executed and delivered by the Purchaser and assuming the due authorization, execution and delivery by each other party hereto, constitutes the legal, valid and binding obligations of the Purchaser enforceable against the Purchaser in accordance with its terms and conditions, subject only to applicable bankruptcy, insolvency or other Laws affecting creditors’ rights generally and the exercise of judicial discretion in accordance with general equitable principles. Upon execution and delivery at the Closing by the Purchaser, each other Transaction Document to which the Purchaser is, or is specified to be, a party, will be duly and validly executed by the Purchaser, and delivered to the other party(ies) thereto on the Closing Date, and will constitute (assuming, in each case, the due authorization, execution and delivery by each other party thereto) the Purchaser’s legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other Laws affecting creditors’ rights generally and the exercise of judicial discretion in accordance with general equitable principles. The individual(s) executing this Agreement and any Transaction Document to which the Purchaser is a party, has the full right, power and authority to execute and deliver this Agreement and any Transaction Document to which the Purchaser is a party, and upon execution, no further action will be needed to make this Agreement and any Transaction Document to which the Purchaser is a party valid and binding upon, and enforceable against, such Person.

Necessary Authority. The Purchaser Such Seller has full power power, authority and authority legal capacity to execute and deliver this Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder, and, subject to the Required Statutory Approvals, to consummate the transactions contemplated hereby and thereby. This Agreement has and the other Transaction Documents to which such Seller is a party have been duly authorized, executed and delivered by the Purchaser such Seller and assuming the due authorization, execution and delivery by each other party hereto, constitutes constitute the legal, valid and binding obligations of the Purchaser such Seller enforceable against the Purchaser such Seller in accordance with its terms and conditions, subject only to applicable bankruptcy, insolvency or other Laws affecting creditors’ rights generally and the exercise of judicial discretion in accordance with general equitable principles. Upon execution The execution, delivery and delivery at performance of this Agreement and the Closing by the Purchaser, each other Transaction Document Documents to which the Purchaser is, or such Seller is specified to be, a party, will be and such Seller’s consummation of the transactions contemplated hereby and thereby, have been duly and validly executed authorized by the Purchaser, and delivered to the other party(ies) thereto on the Closing Date, and will constitute (assuming, in each case, the due authorization, execution and delivery by each other party thereto) the Purchaser’s legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other Laws affecting creditors’ rights generally and the exercise all requisite action of judicial discretion in accordance with general equitable principlessuch Seller. The individual(s) executing this Agreement and any Transaction Document to which the Purchaser such Seller is a party, has the full right, power and authority to execute and deliver this Agreement and any Transaction Document to which the Purchaser such Seller is a party, and upon execution, no further action will be needed to make this Agreement and any Transaction Document to which the Purchaser such Seller is a party valid and binding upon, and enforceable against, such PersonSeller.

Necessary Authority. The Purchaser has full corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder, and, subject to the Required Statutory Approvals, and to consummate the transactions contemplated hereby and thereby. This The execution, delivery and performance of this Agreement has by Purchaser, and Purchaser’s consummation of the transactions contemplated hereby, have been duly authorized, executed and delivered by the Purchaser and assuming the due authorizationthrough all requisite corporate action of Purchaser, execution and delivery by each other party hereto, this Agreement constitutes the legal, valid and binding obligations obligation of the Purchaser enforceable against the Purchaser in accordance with its terms and conditions, subject only to applicable bankruptcy, insolvency or other Laws affecting creditors’ rights generally and the exercise of judicial discretion in accordance with general equitable principles. Upon execution and delivery at the Closing by the Purchaser, each other Transaction Document to which the Purchaser is, or is specified to be, a party, will be duly and validly executed by the Purchaser, Purchaser and delivered to the other party(ies) thereto Company and Sellers on the Closing Date, and will constitute (assuming, in each case, the due authorization, execution and delivery by each other party thereto) the Purchaser’s legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other Laws affecting creditors’ rights generally and the exercise of judicial discretion in accordance with general equitable principles. The individual(s) individual executing this Agreement and any Transaction Document to which the on behalf of Purchaser is a party, has the full right, power and authority to execute and deliver this Agreement and any Transaction Document to which the Purchaser is a partyAgreement, and upon execution, no further action will be needed to make this Agreement and any Transaction Document to which the Purchaser is a party valid and binding upon, and enforceable against, such PersonPurchaser.

Necessary Authority. The Purchaser Seller has full power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder, and, subject to the Required Statutory Approvals, to consummate the transactions contemplated hereby and thereby. This Agreement has been duly authorized, executed and delivered by the Purchaser and Seller and, assuming the due authorization, execution and delivery by each other party heretothe Purchaser, constitutes the legal, valid and binding obligations of the Purchaser Seller enforceable against the Purchaser Seller in accordance with its terms and conditions, subject only to applicable bankruptcy, insolvency or other Laws affecting creditors’ rights generally and the exercise of judicial discretion in accordance with general equitable principles. Upon execution and delivery at the Closing by the PurchaserSeller, each other Transaction Document to which the Purchaser Seller is, or is specified to be, a party, will be duly and validly executed by the PurchaserSeller, and delivered to the other party(ies) thereto Purchaser on the Closing Date, and will constitute (assuming, in each case, the due authorization, execution and delivery by each other party theretothereto (other than the Company)) the PurchaserSeller’s legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other Laws affecting creditors’ rights generally and the exercise of judicial discretion in accordance with general equitable principles. The individual(s) Each individual executing this Agreement and any Transaction Document to which on behalf of the Purchaser is a partySeller, has the full right, power and authority to execute and deliver this Agreement and any Transaction Document to which the Purchaser Seller is a party, and upon execution, no further action by the Seller will be needed to make this Agreement and any Transaction Document to which the Purchaser Seller is a party valid and binding upon, and enforceable against, such Personthe Seller (assuming, in each case, the due authorization, execution and delivery by each other party(ies) thereto (other than the Company)).