Common use of Authorization and Binding Obligation Clause in Contracts

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by Seller have been duly authorized by all necessary corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller and constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms except as the enforceability hereof may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally, or by court-applied equitable remedies.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by Seller have been duly authorized by all necessary corporate action actions on the part of Seller. This Agreement has been duly executed and delivered by Seller and constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller it in accordance with its terms except as the enforceability hereof of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally, or and by court-applied judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The execution, delivery, delivery and performance of this Agreement by each Seller have been duly authorized by all necessary corporate or other required action on the part of each Seller. This Agreement has been duly executed and delivered by each Seller and constitutes the its legal, valid, valid and binding obligation of Sellerobligation, enforceable against Seller it in accordance with its terms except as the enforceability hereof of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally, or generally and by court-applied judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The execution, delivery, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by Seller have been duly and validly authorized by all necessary corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller and constitutes the its legal, valid, valid and binding obligation of Sellerobligation, enforceable against Seller it in accordance with its terms terms, except as the enforceability hereof of this Agreement may be affected by bankruptcy, insolvency, insolvency or similar laws affecting creditors' rights generally, or generally and by court-applied judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by Seller have been duly authorized by all necessary corporate action actions on the part of SellerSeller and its shareholder. This Agreement has been duly executed and delivered by Seller and constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller it in accordance with its terms terms, except as the enforceability hereof of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally, or and by court-applied judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The Seller has all necessary power and authority to enter into and perform this Agreement and the transactions contemplated hereby, and Seller's execution, delivery, delivery and performance of this Agreement by Seller have has been duly and validly authorized by all necessary corporate action on the part of Sellerits part. This Agreement has been duly executed and delivered by Seller and constitutes the legal, valid, its valid and binding obligation of Sellerobligation, enforceable against Seller in accordance with its terms terms, except as the enforceability hereof may be affected limited by bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights or equitable principles generally, or by court-applied equitable remedies.

Authorization and Binding Obligation. The execution, deliverySeller has the power and authority, and performance of has taken all necessary and proper action to enter into and perform this Agreement by Seller have been duly authorized by all necessary corporate action on and to consummate the part of Selleractions contemplated hereby. This Agreement has been duly authorized, executed and delivered by Seller and, assuming the due authorization, execution and delivery of this Agreement by Buyer, constitutes the legal, valid, valid and binding obligation of Seller, Seller enforceable against Seller it in accordance with its terms terms, except as the enforceability hereof may be affected limited by bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights or equitable principles generally, or by court-applied equitable remedies.

Authorization and Binding Obligation. The execution, delivery, delivery and performance of this Agreement by Seller have has been duly authorized by all necessary corporate partnership action on the part of Seller. This Agreement has been duly executed and delivered by Seller and constitutes the legal, valid, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms except as the enforceability hereof may be affected by bankruptcy, insolvency, insolvency or similar laws affecting creditors' rights generally, or by court-applied equitable remedies.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by Seller have been duly authorized by all necessary corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller and constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms except as the enforceability hereof may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally, or by court-applied judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by each Seller have has been duly authorized by all necessary corporate action on the part of each Seller. This Agreement has been duly executed and delivered by each Seller and constitutes the legal, valid, and binding obligation of each Seller, enforceable against each Seller in accordance with its terms terms, except as to the extent that the enforceability hereof may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally, or by court-applied equitable remediesprinciples.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by Seller have been duly authorized by all necessary corporate action actions, including stockholder approval if required, on the part of Seller. This Agreement has been duly executed and delivered by Seller and constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms except as the enforceability hereof may be affected by bankruptcy, insolvency, or similar laws law affecting creditors' ’ rights generally, or generally and by court-applied judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The Seller has the corporate power and authority to enter into and perform this Agreement and the transactions contemplated hereby, and Seller's execution, delivery, delivery and performance of this Agreement by Seller Agreement, and the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Sellerits part. This Agreement has been duly executed and delivered by Seller and constitutes this Agreement and the legal, valid, agreements to be executed in connection herewith will constitute the valid and binding obligation of Seller, Seller enforceable against Seller in accordance with its terms their terms, except as the enforceability hereof may be affected limited by bankruptcy, insolvency, or similar laws affecting creditors' the enforcement of creditor's rights or equitable principles generally, or by court-applied equitable remedies.

Authorization and Binding Obligation. The Seller has all necessary power and authority to enter into and perform this Agreement and the transactions contemplated hereby, and Seller’s execution, delivery, delivery and performance of this Agreement by Seller have has been duly and validly authorized by all necessary corporate action on the part of Sellerits part. This Agreement has been duly executed and delivered by Seller and constitutes the legal, valid, its valid and binding obligation of Sellerobligation, enforceable against Seller in accordance with its terms terms, except as the enforceability hereof may be affected limited by bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' ’ rights or equitable principles generally, or by court-applied equitable remedies.

Authorization and Binding Obligation. The execution, delivery, Seller has the power and performance of authority to enter into and perform this Agreement by Seller have been duly authorized by all necessary corporate action on and the part of Sellertransactions contemplated hereby. This Agreement has been duly executed and delivered by Seller the Seller, and constitutes this Agreement constitutes, and the legalother agreements to be executed in connection herewith will constitute, valid, the valid and binding obligation of the Seller, enforceable against Seller in accordance with its terms their terms, except as the enforceability hereof may be affected limited by bankruptcy, insolvency, or similar laws affecting creditors' the enforcement of creditor's rights or equitable principles generally, or by court-applied equitable remedies.

Authorization and Binding Obligation. The execution, delivery, Seller has all power and performance of authority to enter into and perform this Agreement by Seller have been duly authorized by all necessary corporate action on and the part of Sellertransactions contemplated hereby. This Agreement has been duly executed and delivered by the Seller, and this Agreement constitutes, and the other agreements to be executed by the Seller and constitutes in connection herewith will constitute, the legal, valid, valid and binding obligation of the Seller, enforceable against Seller in accordance with its terms their terms, except as the enforceability hereof may be affected limited by bankruptcy, insolvency, or similar laws affecting creditors' rights generally, or by court-applied equitable remediesthe enforcement of creditor's rights.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by Seller have been (or will prior to Closing be) duly authorized by all necessary corporate action actions on the part of SellerSeller and its shareholders. This Agreement has been duly executed and delivered by Seller and constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with within its terms except as the enforceability hereof of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally, or and by court-applied judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The execution, delivery, and performance by Seller of this Agreement by Seller and the documents contemplated hereby have been duly authorized by all necessary corporate action actions on the part of Seller. This Agreement has been duly executed and delivered by Seller and constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms terms, except as the enforceability hereof of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' ’ rights generally, or and by court-applied judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by Seller have been duly authorized by all necessary corporate partnership action on the part of Seller. This Agreement has been duly executed and delivered by Seller and constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms except as the enforceability hereof may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights fights generally, or by court-applied equitable remedies.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by Seller have been duly authorized by all necessary corporate action actions, including stockholder approval if required, on the part of Seller. This Agreement has been duly executed and delivered by Seller and constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms except as the enforceability hereof may be affected by bankruptcy, insolvency, or similar laws law affecting creditors' rights generally, or generally and by court-applied judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The execution, delivery, delivery and performance of this Agreement by Seller and the Company have been duly authorized by all necessary corporate action on the part of SellerSeller and the Company. This Agreement has been duly executed and delivered by Seller and the Company and constitutes the legal, valid, and binding obligation of Sellereach of them, enforceable against Seller each of them in accordance with its terms except as the enforceability hereof of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally, or generally and by court-applied judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by each Seller have been duly authorized by all necessary corporate action actions on the part of such Seller. This Agreement has been duly executed and delivered by each Seller and constitutes the legal, valid, and binding obligation of each Seller, enforceable against Seller it in accordance with its terms except as the enforceability hereof of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally, or and by court-applied judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The execution, delivery, Seller has all power and performance of authority to enter into and perform this Agreement by Seller have been duly authorized by all necessary corporate action on and the part of Sellertransactions contemplated hereby. This Agreement has been duly executed and delivered by the Seller, and this Agreement constitutes, and the other agreements to be executed by the Seller and constitutes in connection herewith will constitute, the legal, valid, valid and binding obligation of the Seller, enforceable against Seller in accordance with its terms their terms, except as the enforceability hereof may be affected limited by bankruptcy, insolvency, or similar laws affecting creditors' rights generally, or by court-applied equitable remediesthe enforcement of creditor’s rights.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by Seller have been duly authorized by all necessary corporate action actions on the part of SellerSeller and its members. This Agreement has been duly executed and delivered by Seller and constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller it in accordance with its terms except as the enforceability hereof of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally, or and by court-applied judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by each Seller have been duly authorized by all necessary corporate action actions on the part of such Seller. This Agreement has been duly executed and delivered by each Seller and constitutes the legal, valid, and binding obligation of each Seller, enforceable against Seller it in accordance with its terms except as the enforceability hereof of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' creditors rights generally, or generally and by court-applied judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The execution, delivery, delivery and performance of this Agreement and the documents contemplated hereby by Seller have been duly authorized by all necessary corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller and constitutes the its legal, valid, and binding obligation of Sellerobligation, enforceable against Seller it in accordance with its terms terms, except as to the extent such enforceability hereof may be affected limited by bankruptcy, insolvency, or similar laws affecting creditors' rights generally, or by court-applied equitable remediesthe Enforceability Exceptions.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by Seller have been duly authorized by all necessary corporate action actions on the part of Seller. This Agreement has been duly executed and delivered by Seller and constitutes the legal, valid, and binding obligation of SellerSeller and Fant, enforceable ▇▇forceable against Seller in and Fant ▇▇ accordance with its terms except as the enforceability hereof of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally, or generally and by court-applied judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by Seller have been duly authorized by all necessary corporate action on the part of Seller. This Assuming the due authorization, execution and delivery of this Agreement has been duly executed and delivered by Seller and Buyer, this Agreement constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller it in accordance with its terms terms, except as the enforceability hereof of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally, or and by court-applied judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by Seller have has been duly authorized by all necessary corporate action actions on the part of Seller. This Agreement has been duly executed and delivered by Seller and, assuming the due execution and delivery hereof by Buyer, constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms except as the enforceability hereof of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally, or and by court-applied judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by each Seller have has been duly authorized by all necessary corporate action on the part of each Seller. This Agreement has been duly executed and delivered by each Seller and constitutes the legal, valid, and binding obligation obligations of such Seller, enforceable against such Seller in accordance with its terms except as the enforceability hereof may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally, or by court-applied equitable remedies.

Authorization and Binding Obligation. The execution, delivery, delivery and performance of this Agreement by Seller have been duly authorized by all necessary corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller and constitutes the a legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms except as the enforceability hereof of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally, or generally and by court-applied judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by Seller have been duly authorized by all necessary corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller and constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms except as the enforceability hereof may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally, or by court-applied equitable remedies.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by Seller have been duly authorized by all necessary corporate action actions on the part of Seller. This Agreement has been duly executed and delivered by Seller and constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller it in accordance with its terms except as the enforceability hereof of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally, or and by court-applied judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by Seller have been duly authorized by all necessary corporate action partnership actions on the part of Seller. This Agreement has been duly executed and delivered by Seller and constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller it in accordance with its terms except as the enforceability hereof of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally, or and by court-applied judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by Seller have been duly authorized by all necessary corporate action actions on the part of SellerSeller and its shareholders. This Agreement has been duly executed and delivered by Seller and constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller it in accordance with its terms terms, except as the enforceability hereof of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally, or and by court-applied judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The execution, delivery, and ------------------------------------ performance of this Agreement by Seller have been duly authorized by all necessary corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller and constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms except as the enforceability hereof may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally, or by court-applied equitable remedies.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by Seller have has been duly authorized by all necessary corporate action actions on the part of Seller. This Agreement has been duly executed and delivered by Seller and constitutes constitute the legal, valid, and binding obligation obligations of Seller, enforceable against Seller it in accordance with its their respective terms except as the enforceability hereof of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally, or and by court-applied judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The execution, deliverySeller has the power and authority, and performance of has taken all necessary and proper action, corporate and otherwise, to enter into and perform this Agreement by Seller have been duly authorized by all necessary corporate action on and to consummate the part of Sellertransactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by Seller and, assuming the due authorization, execution and delivery of this Agreement by Buyer, constitutes the legal, valid, valid and binding obligation of Seller, Seller enforceable against Seller it in accordance with its terms terms, except as the enforceability hereof may be affected limited by bankruptcy, insolvency, or similar laws affecting creditors' the enforcement of creditor's rights or equitable principles generally, or by court-applied equitable remedies.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by Seller have been duly authorized by all necessary corporate partnership action on the part of Seller. This Agreement has been duly executed and delivered by Seller and constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms except as the enforceability hereof of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally, or and by court-applied judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement and the Subleases by the Seller and the performance by the Seller of its obligations hereunder and thereunder have been duly authorized by all necessary corporate action on the part of the Seller. This Each of this Agreement and the Subleases has been duly executed and delivered by the Seller and each such agreement constitutes the legal, valid, and binding obligation of the Seller, enforceable against Seller it in accordance with its terms except as the enforceability hereof may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally, or by court-applied equitable remediesterms.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by Seller have been duly authorized by all necessary corporate action actions on the part of SellerSeller and its partners. This Agreement has been duly executed and delivered by Seller and constitutes the legal, valid, and binding obligation obligations of Seller, enforceable against Seller it in accordance with its terms except as the enforceability hereof of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally, or and by court-applied judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by Seller have been duly authorized by all necessary corporate partnership action on the part of Seller. This Agreement has been duly executed and delivered by Seller and constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms except as the enforceability hereof may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally, or by court-applied equitable remedies.

Authorization and Binding Obligation. The execution, deliverySeller has the corporate power and authority, and performance of has taken all necessary and proper corporate action to enter into and perform this Agreement by Seller have been duly authorized by all necessary corporate action on and to consummate the part of Selleractions contemplated hereby. This Agreement has been duly authorized, executed and delivered by Seller and, assuming the due authorization, execution and delivery of this Agreement by Buyers, constitutes the legal, valid, valid and binding obligation of Seller, Seller enforceable against Seller it in accordance with its terms terms, except as the enforceability hereof may be affected limited by bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights or equitable principles generally, or by court-applied equitable remedies.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by Seller have been duly authorized by all necessary corporate action actions on the part of SellerSeller and its shareholders. This Agreement has been duly executed and delivered by Seller and constitutes the legal, valid, and binding obligation obligations of Seller, enforceable against Seller it in accordance with its terms except as the enforceability hereof of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally, or generally and by court-applied judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by Seller have been duly authorized by all necessary corporate action actions on the part of Seller. This Agreement has been duly executed and delivered by Seller and constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms terms, except as the enforceability hereof of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' ’ rights generally, or generally and by court-applied judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by each Seller have been duly authorized by all necessary corporate action actions on the part of such Seller. This Agreement has been duly executed and delivered by each Seller and constitutes the legal, valid, and binding obligation of each Seller, enforceable against Seller it in accordance with its terms except as the enforceability hereof of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally, or and by court-applied judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by the Seller have been duly authorized by all necessary corporate action actions on the part of Sellerthe Seller and its stockholders (if necessary). This Agreement has been duly executed and delivered by the Seller and constitutes the legal, valid, valid and binding obligation of the Seller, enforceable against Seller it in accordance with its respective terms except as the enforceability hereof may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally, or by court-court- applied equitable remedies.

Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by each Seller have been duly authorized by all necessary corporate action on the part of each Seller. This Agreement has been duly executed and delivered by each Seller and constitutes the its legal, valid, and binding obligation of Sellerobligation, enforceable against Seller it in accordance with its terms terms, except as the enforceability hereof of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' ’ rights generally, or generally and by court-applied judicial discretion in the enforcement of equitable remedies.

Authorization and Binding Obligation. The execution, deliverySeller has the corporate ------------------------------------ power and authority, and performance of has taken all necessary and proper corporate action to enter into and perform this Agreement by Seller have been duly authorized by all necessary corporate action on and to consummate the part of Selleractions contemplated hereby. This Agreement has been duly authorized, executed and delivered by Seller and, assuming the due authorization, execution and delivery of this Agreement by Buyers, constitutes the legal, valid, valid and binding obligation of Seller, Seller enforceable against Seller it in accordance with its terms terms, except as the enforceability hereof may be affected limited by bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights or equitable principles generally, or by court-applied equitable remedies.