Common use of Authorization; Validity of Agreement Clause in Contracts

Authorization; Validity of Agreement. Seller has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by Seller of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate proceedings, and no other corporate action on the part of Seller or its stockholders is necessary to authorize the execution and delivery by Seller of this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller (and assuming due and valid authorization, execution and delivery hereof by Buyer) is a valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement. Seller Buyer has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by Seller Buyer of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate proceedings, and no other corporate action on the part of Seller or its stockholders Buyer is necessary to authorize the execution and delivery by Seller Buyer of this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller Buyer (and assuming due and valid authorization, execution and delivery hereof by BuyerSeller) is a valid and binding obligation of Seller Buyer enforceable against Seller Buyer in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement. Seller Purchaser has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyTransactions. The execution execution, delivery and delivery performance by Seller Purchaser of this Agreement, Agreement and the consummation by it of the transactions contemplated hereby, Transactions have been duly authorized by all necessary corporate proceedingsthe Board of Directors of Purchaser, and no other corporate action on the part of Seller or its stockholders Purchaser is necessary to authorize the execution and delivery by Seller Purchaser of this Agreement and or the consummation by it of the transactions contemplated herebyTransactions. This Agreement has been duly executed and delivered by Seller (and Purchaser, and, assuming due and valid authorization, execution and delivery hereof by Buyer) the Company and the Shareholder, is a valid and binding obligation of Seller Purchaser, enforceable against Seller Purchaser in accordance with its terms, terms except that (i) such enforcement may be subject to as limited by applicable bankruptcy, insolvency, reorganization, moratorium or moratorium, fraudulent conveyance and other similar laws, now or hereafter in effect, laws of general application affecting enforcement of creditors' rights generally and (ii) the availability of the remedy of specific performance and or injunctive and or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement. Seller Purchaser has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution execution, delivery and delivery performance by Seller Purchaser of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate proceedings, and no other corporate action proceedings on the part of Seller or its stockholders is Purchaser are necessary to authorize the execution execution, delivery and delivery performance by Seller Purchaser of this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller Purchaser and (and assuming due and valid authorization, execution and delivery hereof by BuyerSeller) is a valid and binding obligation of Seller Purchaser enforceable against Seller it in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement. Seller Purchaser has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyTransactions. The execution execution, delivery and delivery performance by Seller Purchaser of this Agreement, Agreement and the consummation by it of the transactions contemplated hereby, Transactions have been duly authorized by all necessary corporate proceedingsthe Board of Directors of Purchaser, and no other corporate action on the part of Seller or its stockholders Purchaser is necessary to authorize the execution and delivery by Seller Purchaser of this Agreement and or the consummation by it of the transactions contemplated herebyTransactions. This Agreement has been duly executed and delivered by Seller (and Purchaser, and, assuming due and valid authorization, execution and delivery hereof by Buyer) the Seller, is a valid and binding obligation of Seller Purchaser, enforceable against Seller Purchaser in accordance with its terms, terms except that (i) such enforcement may be subject to as limited by applicable bankruptcy, insolvency, reorganization, moratorium or moratorium, fraudulent conveyance and other similar laws, now or hereafter in effect, laws of general application affecting enforcement of creditors' rights generally and (ii) the availability of the remedy of specific performance and or injunctive and or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor therefore may be brought.

Authorization; Validity of Agreement. Seller has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution execution, delivery and delivery performance by Seller of this Agreement, and the consummation by it of the transactions contemplated hereby, have has been duly authorized by all necessary corporate proceedingsaction, and no other corporate action on the part of Seller or its stockholders is necessary to authorize the execution and delivery by Seller of this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller and (and assuming due and valid authorization, execution and delivery hereof by BuyerPurchaser) is a valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement. Seller has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution execution, delivery and delivery performance by Seller of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate proceedings, and no other corporate action proceedings on the part of Seller or its stockholders is are necessary to authorize the execution and delivery by Seller of this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller and (and assuming due and valid authorization, execution and delivery hereof by BuyerPurchaser) is a valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement. The Seller has full the requisite corporate power and authority to execute execute, deliver and deliver perform this Agreement and each of the other agreements, instruments, documents and certificates to be executed and delivered by the Seller pursuant to this Agreement, including but not limited to any item referred to in Section 6 (collectively, with this Agreement, the "Transaction Documents"), and to assume and perform any obligations hereunder and thereunder, and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery by Seller of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate proceedings, and no other corporate action on the part of Seller or its stockholders is necessary to authorize the execution and delivery by Seller Each of this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement other Transaction Documents has been duly executed executed, authorized and delivered by the Seller (and assuming due and valid authorization, execution and delivery hereof by Buyer) is a valid and binding obligation of Seller the Seller, enforceable against Seller it in accordance with its respective terms, except that (i) such enforcement the enforceability hereof and thereof may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, laws now or hereafter in effect, affecting effect relating to creditors' rights generally generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement. Seller Purchaser has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution execution, delivery and delivery performance by Seller Purchaser of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate proceedings, its Board of Directors and no other corporate action on the part of Seller or its stockholders Purchaser is necessary to authorize the execution and delivery by Seller Purchaser of this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller (and Purchaser and, assuming due and valid authorization, execution and delivery hereof by Buyer) the other Parties, is a valid and binding obligation of Seller Purchaser, enforceable against Seller it in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' ’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement. Seller Shareholder has full corporate power and authority to execute and deliver this Agreement Agreement, and to consummate the transactions contemplated herebyTransactions. The execution execution, delivery and delivery performance by Seller Shareholder of this Agreement, Agreement and the consummation by it of the transactions contemplated hereby, Transactions have been duly authorized by all necessary corporate proceedingsShareholder's Board of Directors, and no other corporate action on the part of Seller or its stockholders Shareholder is necessary to authorize the execution and delivery by Seller Shareholder of this Agreement and or the consummation by it of the transactions contemplated herebyTransactions. This Agreement has been duly executed and delivered by Seller (and Shareholder and, assuming due and valid authorization, execution and delivery hereof thereof by Buyer) Purchaser, this Agreement is a valid and binding obligation of Seller Shareholder enforceable against Seller Shareholder in accordance with its terms, except that (ia) such enforcement may be subject to as limited by applicable bankruptcy, insolvency, reorganization, moratorium or moratorium, fraudulent conveyance and other similar laws, now or hereafter in effect, laws of general application affecting enforcement of creditors' rights generally and (iib) the availability of the remedy of specific performance and or injunctive and or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement. Seller has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution execution, delivery and delivery performance by Seller of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate proceedings, Seller and no other corporate action proceedings on the part of Seller or its stockholders is are necessary to authorize the execution execution, delivery and delivery performance by Seller of this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller and (and assuming due and valid authorization, execution and delivery hereof by BuyerPurchaser) is a valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement. Seller Purchaser has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyTransactions. The execution execution, delivery and delivery performance by Seller Purchaser of this Agreement, Agreement and the consummation by it of the transactions contemplated hereby, Transactions have been duly authorized by all necessary corporate proceedingsthe Board of Directors of Purchaser, and no other corporate action on the part of Seller or its stockholders Purchaser is necessary to authorize the execution and delivery by Seller Purchaser of this Agreement and or the consummation by it of the transactions contemplated herebyTransactions. This Agreement has been duly executed and delivered by Seller (and Purchaser, and, assuming due and valid authorization, execution and delivery hereof by Buyer) Shareholder, is a valid and binding obligation of Seller Purchaser, enforceable against Seller Purchaser in accordance with its terms, terms except that (i) such enforcement may be subject to as limited by applicable bankruptcy, insolvency, reorganization, moratorium or moratorium, fraudulent conveyance and other similar laws, now or hereafter in effect, laws of general application affecting enforcement of creditors' rights generally and (ii) the availability of the remedy of specific performance and or injunctive and or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement. Seller Each Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution execution, delivery and delivery performance by Seller each Company of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate proceedings, its Board of Directors and no other corporate action on the part of Seller or its stockholders such Company is necessary to authorize the execution and delivery by Seller such Company of this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller (and each Company and, assuming due and valid authorization, execution and delivery hereof by Buyer) the other Parties, is a valid and binding obligation of Seller such Company, enforceable against Seller it in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' ’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.