Common use of Authorization; Valid and Binding Agreement Clause in Contracts

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of Buyer, and no other proceedings on Buyer’s part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this Agreement is a valid and binding obligation of Seller and the Company, this Agreement constitutes a valid and binding obligation of Buyer, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of Buyer, and no other proceedings on Buyer’s 's part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this Agreement is a valid and binding obligation of Seller and the CompanyH&H Group, this Agreement constitutes a valid and binding obligation of Buyer, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium lawsbankruptcy Laws, other similar laws Laws affecting creditors’ ' rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of Buyercorporate action, and no other corporate proceedings on Buyer’s its part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this This Agreement is a valid has been duly executed and binding obligation of Seller delivered by Buyer and assuming the Companydue authorization, this Agreement execution and delivery by the other Parties constitutes a legal, valid and binding obligation of Buyer, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium lawsbankruptcy Laws, other similar laws Laws affecting creditors’ rights and general principles of equity affecting effecting the availability of specific performance and other equitable remedies.

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Buyer the Company and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of Buyerthe Company, and no other proceedings on Buyerthe Company’s part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this Agreement is a valid and binding obligation of Seller Buyer and the CompanyParent, this Agreement constitutes a valid and binding obligation of Buyerthe Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium lawsbankruptcy Laws, other similar laws Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Buyer Seller and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of BuyerSeller, and no other proceedings on Buyer’s Seller's part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this Agreement is a valid and binding obligation of Seller Buyer and the Company, this Agreement constitutes a valid and binding obligation of BuyerSeller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium lawsLaws, other similar laws Laws affecting creditors’ ' rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of Buyer, Buyer and no other proceedings on Buyer’s part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this Agreement is a valid and binding obligation of Seller and the Companyother parties hereto, this Agreement constitutes a valid and binding obligation of Buyer, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of Buyeraction, and no other proceedings on Buyer’s its part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this This Agreement is a valid has been duly executed and binding obligation of Seller delivered by Buyer and assuming the Companydue authorization, this Agreement execution and delivery by the other parties hereto constitutes a legal, valid and binding obligation of Buyer, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium bankruptcy laws, other similar laws affecting creditors’ ' rights and general principles of equity affecting effecting the availability of specific performance and other equitable remedies.

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of Buyer, and no other proceedings on Buyer’s part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this Agreement is a valid and binding obligation of Seller and the CompanySellers, this Agreement constitutes a valid and binding obligation of Buyer, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium lawsLaws, other similar laws Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of Buyer, and no other proceedings on Buyer’s part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this Agreement is a valid and binding obligation of Seller and the CompanySeller, this Agreement constitutes a valid and binding obligation of Buyer, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Buyer and the consummation of the transactions contemplated hereby herein have been duly and validly authorized by all requisite action on the part of Buyer, and no other proceedings on Buyer’s part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this Agreement is a valid and binding obligation of Seller Sellers and the CompanyTarget, this Agreement constitutes a valid and binding obligation of Buyer, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium lawsbankruptcy Laws, other similar laws Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Buyer Seller and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of BuyerSeller, and no other proceedings on BuyerSeller’s part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this Agreement is a valid and binding obligation of Seller Buyer and the CompanyParent, this Agreement constitutes a valid and binding obligation of BuyerSeller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium lawsbankruptcy Laws, other similar laws Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of Buyeraction, and no other proceedings on Buyer’s its part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this This Agreement is a valid has been duly executed and binding obligation of Seller delivered by Buyer and assuming the Companydue authorization, this Agreement execution and delivery by the other Parties hereto constitutes a legal, valid and binding obligation of Buyer, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium bankruptcy laws, other similar laws affecting creditors’ ' rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of Buyeraction, and no other proceedings on Buyer’s its part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this This Agreement is a valid has been duly executed and binding obligation of Seller delivered by Buyer and assuming the Companydue authorization, this Agreement execution and delivery by the other Parties hereto constitutes a legal, valid and binding obligation of Buyer, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting effecting the availability of specific performance and other equitable remedies.

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement each of the Ancillary Agreements to which Buyer will be a party by Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of Buyer, and no other proceedings on Buyer’s part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this Agreement is a valid and binding obligation of Seller and the Target Company, this Agreement constitutes a valid and binding obligation of Buyer, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium lawsLaws, other similar laws Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of Buyer, and no other proceedings on Buyer’s 's part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this Agreement is a valid and binding obligation of Seller and the Company, this Agreement constitutes a valid and binding obligation of Buyer, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium lawsLaws, other similar laws Laws affecting creditors’ ' rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by the Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action on the part of Buyer, and no other proceedings on Buyer’s its part are necessary to authorize the its execution, delivery or performance of this Agreement. Assuming that this This Agreement is has been duly executed and delivered by the Buyer and, assuming the due authorization, execution and delivery by the other Parties, constitutes a legal, valid and binding obligation of Seller and the Company, this Agreement constitutes a valid and binding obligation of Buyer, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Buyer Seller and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of BuyerSeller, and no other proceedings on BuyerSeller’s part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this Agreement is a valid and binding obligation of Seller and the CompanyBuyer, this Agreement constitutes a valid and binding obligation of BuyerSeller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, reorganization or moratorium lawsLaws, other similar laws Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.