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

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement and each other Transaction Document to which Seller is a party by Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate action on the part of Seller, and no other proceedings on Seller’s part are necessary to authorize the execution, delivery or performance of this Agreement or any other Transaction Document to which Seller is a party. Assuming that this Agreement is a valid and binding obligation of Buyer, this Agreement constitutes a valid and binding obligation of Seller, 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. When each other Transaction Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or 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 and each other Transaction Document to which Seller Buyer is a party by Seller Buyer and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate limited liability company action on the part of SellerBuyer, and no other proceedings on SellerBuyer’s part are necessary to authorize the execution, delivery or performance of this Agreement or any other Transaction Document to which Seller Buyer is a party. Assuming that this Agreement is a valid and binding obligation of BuyerSeller, this Agreement constitutes a valid and binding obligation of SellerBuyer, 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. When each other Transaction Document to which Seller Buyer is or will be a party has been duly executed and delivered by Seller Buyer (assuming due authorization, execution and delivery by each other party thereto), ) such Transaction Document will constitute a legal and binding obligation of Seller Buyer, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or 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 Buyer has all requisite corporate power and performance of authority to execute and deliver this Agreement and each other Transaction Document the Escrow Agreement, to which Seller is a party by Seller perform its obligations hereunder and the consummation of thereunder and to consummate the transactions contemplated hereby and thereby thereby. This Agreement and the Escrow Agreement have been duly authorized, and validly authorized each of this Agreement has been and, as of the Closing, the Escrow Agreement will be, duly executed and delivered by all requisite Buyer, and no other corporate action on the part of Seller, and no other proceedings on Seller’s part are Buyer is necessary to authorize the execution, execution and delivery or performance of this Agreement and the Escrow Agreement by Buyer, the performance by Buyer of its obligations hereunder and thereunder or any other Transaction Document to which Seller is a partythe consummation by Buyer of the transactions contemplated by this Agreement and the Escrow Agreement. Assuming that (i) this Agreement is a valid and binding obligation of Buyerthe Company, this each Seller and the Seller Representative and (ii) the Escrow Agreement constitutes will be a valid and binding obligation of Sellerthe Seller Representative and the Escrow Agent, this Agreement constitutes and the Escrow Agreement will constitute as of the Closing valid and binding obligations of Buyer, enforceable in accordance with its their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium Lawsbankruptcy laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. When each other Transaction Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar Laws laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.