Common use of Required Action Clause in Contracts

Required Action. All actions and proceedings necessary to be taken by or on the part of Seller in connection with the transactions contemplated by this Agreement have been duly and validly taken or will have been duly and validly taken prior to Closing, and this Agreement and each other agreement, document and instrument to be executed and delivered by or on behalf of Seller pursuant to, or as contemplated by, this Agreement (collectively, the "Seller Documents") has been or shall be duly and validly authorized, executed and delivered by Seller and no other action on the part of Seller or its officers, directors or shareholders shall be required in connection therewith. Each of Seller and the Principal Shareholder have full right, authority, power and capacity to execute and deliver this Agreement and each other Seller Document and to carry out the transactions contemplated hereby and thereby. This Agreement and each other Seller Document constitutes, or when executed and delivered will constitute, the legal, valid and binding obligation of each of Seller and the Principal Shareholder enforceable in accordance with its respective terms.

Required Action. All actions and proceedings necessary to be taken by --------------- or on the part of Seller and/or the Shareholders in connection with the transactions contemplated by this Agreement have been duly and validly taken or will have been duly and validly taken prior to Closingtaken, and this Agreement and each other agreement, document and instrument to be executed and delivered by or on behalf of Seller or the Shareholders pursuant to, or as contemplated by, this Agreement (collectively, the "Seller Documents") has been or shall be duly and validly authorized, executed and delivered by Seller or the Shareholders, as applicable, and no other action on the part of the Shareholders or Seller or its officers, officers or directors or shareholders shall be is required in connection therewith. Each of Seller and each of the Principal Shareholder have Shareholders has full right, authority, power and capacity to execute and deliver this Agreement and each other Seller Document and to carry out the transactions contemplated hereby and thereby. This Agreement and each other Seller Document constitutes, or when executed and delivered will constitute, the legal, valid and binding obligation of Seller and each of Seller and the Principal Shareholder Shareholders enforceable in accordance with its respective terms.

Required Action. All actions and proceedings necessary to be taken by or on the part of Seller in connection with the transactions contemplated by this Agreement have been duly and validly taken or will have been duly and validly taken prior to Closing, and this Agreement and each other agreement, document and instrument to be executed and delivered by or on behalf of Seller pursuant to, or as contemplated by, this Agreement (collectively, the "Seller Documents") has been or shall be duly and validly authorized, executed and delivered by Seller and no other action on the part of Seller or its officers, directors or shareholders shall be required in connection therewith. Each of Seller and the Principal Shareholder Shareholders have full right, authority, power and capacity to execute and deliver this Agreement and each other Seller Document and to carry out the transactions contemplated hereby and thereby. This Agreement and each other Seller Document constitutes, or when executed and delivered will constitute, the legal, valid and binding obligation of each of Seller and the Principal Shareholder Shareholders enforceable in accordance with its respective terms.

Required Action. All actions and proceedings necessary to be taken by or on the part of Seller in connection with the transactions contemplated by this Agreement have been duly and validly taken or will have been duly and validly taken prior to First Closing, and this Agreement and each other agreement, document and instrument to be executed and delivered by or on behalf of Seller pursuant to, or as contemplated by, this Agreement (collectively, the "Seller Documents") has been or shall be duly and validly authorized, executed and delivered by Seller and no other action on the part of Seller or its officers, directors or shareholders shall be required in connection therewith. Each of Seller and the Principal Shareholder Shareholders have full right, authority, power and capacity to execute and deliver this Agreement and each other Seller Document and to carry out the transactions contemplated hereby and thereby. This To the knowledge of Seller and the Principal Shareholders, this Agreement and each other Seller Document constitutes, or when executed and delivered will constitute, the legal, valid and binding obligation of each of Seller and the Principal Shareholder Shareholders enforceable in accordance with its respective terms.

Required Action. All actions and proceedings necessary to be taken by --------------- or on the part of Seller in connection with the transactions contemplated by this Agreement have been duly and validly taken or will have been duly and validly taken prior to Closingtaken, and this Agreement and each other agreement, document and instrument to be executed and delivered by or on behalf of Seller pursuant to, or as contemplated by, this Agreement (collectively, the "Seller Documents") has been or shall be duly and validly authorized, executed and delivered by Seller and no other action on the part of Seller or its officers, directors or shareholders shall be members is required in connection therewith. Each of Seller and the Principal Shareholder Principals have full right, authority, power and capacity to execute and deliver this Agreement and each other Seller Document and to carry out the transactions contemplated hereby and thereby. This Agreement and each other Seller Document constitutes, or when executed and delivered will constitute, the legal, valid and binding obligation of each of Seller and the Principal Shareholder Principals enforceable in accordance with its respective terms.

Required Action. All actions and proceedings necessary to be taken by or on the part of each Seller in connection with the transactions contemplated by this Agreement have been duly and validly taken or will have been duly and validly taken prior to Closing, and this Agreement and each other agreement, document and instrument to be executed and delivered by or on behalf of each Seller pursuant to, or as contemplated by, this Agreement (collectively, the "Seller Documents") has been or shall be duly and validly authorized, executed and delivered by each such Seller and no other action on the part of either Seller or its their officers, directors or shareholders shall be required in connection therewith. Each of Seller and the Principal Shareholder have has full right, authority, power and capacity to execute and deliver this Agreement and each other Seller Document and to carry out the transactions contemplated hereby and thereby. This Agreement and each other Seller Document constitutes, or when executed and delivered will constitute, the legal, valid and binding obligation of each of Seller and the Principal Shareholder enforceable in accordance with its respective terms, subject to the effect upon enforceability of applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the right of creditors generally and the exercise of judicial discretion in accordance with general principles of equity.