Common use of Authority to Transact Clause in Contracts

Authority to Transact. (i) Buyer has all requisite corporate power, capacity and authority to execute and deliver this Agreement, and has all rights necessary to carry out and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, including, without limitation, obtaining all requisite approvals by the board of directors and shareholders with respect to entering into this Agreement and performing its respective obligations hereunder. (A) All corporate action on the part of Buyer necessary for the authorization and execution of this Agreement and the performance of all of Buyer’s obligations hereunder have been taken, and no other company proceeding on the part of Buyer is necessary to authorize this Agreement and the transactions contemplated hereby; and (B) this Agreement constitutes valid and legally binding obligations of Buyer, enforceable against Buyer in accordance with its terms, except and to the extent such enforceability may be limited by applicable law.