Common use of Authorization; Binding Obligation Clause in Contracts

Authorization; Binding Obligation. Subject to the fulfillment of all of the Conditions Precedent contained in Section ‎8.1, Buyer has all necessary power and authority to execute and deliver this Agreement, and each Transaction Document required to be executed and delivered by it pursuant to this Agreement, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and each Transaction Document required to be executed and delivered by it pursuant to this Agreement, the performance of its obligations hereunder and thereunder, and the consummation by Buyer of the transactions contemplated hereby and thereby, have been duly and validly authorized by all required corporate action on the part of Buyer, and no other corporate proceedings on the part of Buyer are necessary to authorize this Agreement or any such Transaction Document or to consummate the transactions so contemplated herein and therein. This Agreement has been, and each of the Transaction Documents required to be executed and delivered by Buyer pursuant to this Agreement, when executed and delivered, will be, duly and validly executed and delivered by Buyer, and this Agreement constitutes, and each such Transaction Document, when executed and delivered, will constitute, a legal, valid and binding obligation of Buyer, enforceable against it in accordance with its terms.

Authorization; Binding Obligation. Subject The Seller, and to the fulfillment of extent it is a party thereto, the Company, have all of the Conditions Precedent contained in Section ‎8.1, Buyer has all necessary requisite corporate power and authority to execute and deliver this Agreement, Agreement and each Transaction Document required to be the Other Documents executed and delivered by it such parties pursuant to this Agreementhereto or in connection herewith, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebythereby and to perform their obligations hereunder and thereunder. The execution and delivery by Buyer of this Agreement and each Transaction Document required to be the Other Documents executed and delivered by it the Seller and the Company pursuant to this Agreement, the performance of its obligations hereunder and thereunderhereto or in connection herewith, and the consummation by Buyer of the transactions contemplated hereby and therebythereby by such parties, have been duly and validly authorized by all required corporate action on the part Boards of BuyerDirectors of such parties, and no other corporate proceedings on the part of Buyer the Seller or the Company are necessary to authorize this Agreement or any the Other Documents executed and delivered by such Transaction Document parties pursuant hereto or in connection herewith, or for such parties to consummate the transactions so contemplated herein hereby and thereinthereby. This Agreement has been, and each of the Transaction Other Documents required to be executed and delivered by Buyer the Seller and the Company pursuant to this Agreement, when executed and delivered, will be, hereto or in connection herewith have been duly and validly executed and delivered by Buyersuch parties and, assuming the due authorization, execution and this Agreement constitutesdelivery by Niagara, the Buyer and each such Transaction Documentany other party thereto, when executed and delivered, will constitute, a constitute legal, valid and binding obligation obligations of Buyerthe Seller and the Company, as the case may be, enforceable against it such parties in accordance with its their respective terms. Except as and to the extent set forth on Schedule 2.4 of the Disclosure Schedule, no power of attorney has been granted by the Seller or the Company and is currently in force with respect to any matter relating to the Company, the Shares, the Business or the Company's assets.

Authorization; Binding Obligation. 5.2.1. Subject to the fulfillment of all of the Conditions Precedent contained in Section ‎8.1, Buyer the Seller Group has all necessary power and authority to execute and deliver this Agreement, and each Transaction Document required to be executed and delivered by it pursuant to this Agreement, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer Seller of this Agreement and each Transaction Document required to be executed and delivered by it pursuant to this Agreement, the performance of its obligations hereunder and thereunder, and the consummation by Buyer Seller of the transactions contemplated hereby and thereby, have been duly and validly authorized by all required corporate action on the part of BuyerSeller, and no other corporate proceedings on the part of Buyer Seller are necessary to authorize this Agreement or any such Transaction Document or on the part of Seller Group to consummate the transactions so contemplated herein and therein. This Agreement has been, and each of the Transaction Documents required to be executed and delivered by Buyer it pursuant to this Agreement, when executed and delivereddelivered by Seller, will be, duly and validly executed and delivered by BuyerSeller, and this Agreement constitutes, and each such Transaction Document, when executed and delivered, will constitute, a legal, valid and binding obligation of Buyer, Seller enforceable against it Seller in accordance with its their terms. There is no outstanding Order binding on the Seller Group, and Seller Group is not a party to or bound by any agreement, restricting the transfer or sale of any of the Acquired Assets or the free and unhindered use of the Acquired Assets by the Buyer after the Closing.

Authorization; Binding Obligation. Subject to the fulfillment of all of the Conditions Precedent conditions precedent contained in Section ‎8.18.1, Buyer the Company has all necessary power and authority to execute and deliver this Agreement, and each Transaction Document required to be executed and delivered by it pursuant to this Agreement, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer the Company of this Agreement and each Transaction Document required to be executed and delivered by it pursuant to this Agreement, the performance of its obligations hereunder and thereunder, and the consummation by Buyer the Company of the transactions contemplated hereby and thereby, have been duly and validly authorized by all required corporate action on the part of Buyerthe Company, and no other corporate proceedings on the part of Buyer the Company are necessary to authorize this Agreement or any such Transaction Document or to consummate the transactions so contemplated herein and therein. This Agreement has been, and each of the Transaction Documents required to be executed and delivered by Buyer it pursuant to this Agreement, when executed and delivereddelivered by the Company, will be, duly and validly executed and delivered by Buyerthe Company, and this Agreement constitutes, and each such Transaction Document, when executed and delivered, will constitute, a legal, valid and binding obligation of Buyer, the Company enforceable against it the Company in accordance with its terms.

Authorization; Binding Obligation. Subject to the fulfillment of all of the Conditions Precedent conditions precedent contained in Section ‎8.18.1, Buyer Purchaser has all necessary power and authority to execute and deliver this Agreement, and each Transaction Document required to be executed and delivered by it pursuant to this Agreement, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer Purchaser of this Agreement and each Transaction Document required to be executed and delivered by it pursuant to this Agreement, the performance of its obligations hereunder and thereunder, and the consummation by Buyer Purchaser of the transactions contemplated hereby and thereby, have been duly and validly authorized by all required corporate action on the part of BuyerPurchaser, and no other corporate proceedings on the part of Buyer Purchaser are necessary to authorize this Agreement or any such Transaction Document or to consummate the transactions so contemplated herein and therein. This Agreement has been, and each of the Transaction Documents required to be executed and delivered by Buyer Purchaser pursuant to this Agreement, when executed and delivered, will be, duly and validly executed and delivered by BuyerPurchaser, and this Agreement constitutes, and each such Transaction Document, when executed and delivered, will constitute, a legal, valid and binding obligation of BuyerPurchaser, enforceable against it in accordance with its terms.