Common use of Authorization; Validity Clause in Contracts

Authorization; Validity. The execution, delivery and performance of this Agreement and the other Transaction Documents have been duly and validly authorized by the Board of Directors of Buyer. This Agreement has been duly and validly executed and delivered by Buyer and (assuming the valid execution and delivery of this Agreement by Seller) constitutes a legal, valid and binding agreement of Buyer enforceable against it in accordance with its terms.

Authorization; Validity. The execution, delivery and performance of this Agreement and the other Transaction Documents have been duly and validly authorized by the Board of Directors of Buyer. This Agreement has been duly and validly executed and delivered by Buyer and (assuming the valid execution and delivery of this Agreement by Seller and Seller) 's consummation of the transactions contemplated by this Agreement have been duly and validly authorized. This Agreement constitutes a legal, valid and binding agreement of Buyer Seller enforceable against it in accordance with its terms.

Authorization; Validity. The execution, delivery delivery, and performance of this Agreement and the other Transaction Documents have by Buyer has been duly and validly authorized by the Board of Directors of Buyerall requisite corporate action. This Agreement has been duly and validly executed and delivered by Buyer Buyer, and (assuming is the valid execution and delivery of this Agreement by Seller) constitutes a legal, valid valid, and binding agreement obligation of Buyer Buyer, enforceable against it in accordance with its terms, except as limited by bankruptcy, insolvency, moratorium, reorganization, and other laws of general application affecting the enforcement of creditors' rights and by the availability of equitable remedies.

Authorization; Validity. The execution, delivery delivery, and performance of this Agreement and the other Transaction Documents have by Buyer has been duly and validly authorized by the Board of Directors of Buyerall requisite corporate action. This Agreement has been duly and validly executed and delivered by Buyer Buyer, and (assuming is the valid execution and delivery of this Agreement by Seller) constitutes a legal, valid valid, and binding agreement obligation of Buyer Buyer, enforceable against it in accordance with its terms, except as limited by bankruptcy, insolvency, moratorium, reorganization, and other laws of general application affecting the enforcement of creditors’ rights and by the availability of equitable remedies.

Authorization; Validity. The execution, delivery and performance of this Agreement and the other Transaction Documents have been duly and validly authorized by the Board directors and/or partners of Directors of BuyerSeller. This Agreement has been duly and validly executed and delivered by Buyer Seller and (assuming the valid execution and delivery of this Agreement by SellerBuyer) constitutes a legal, valid and binding agreement of Buyer Seller enforceable against it in accordance with its terms.

Authorization; Validity. The execution, delivery and performance of this Agreement and the other Transaction Documents have been duly and validly authorized by the Board of Directors directors of Buyer. This Agreement has been duly and validly executed and delivered by Buyer and (assuming the valid execution and delivery of this Agreement by Seller) constitutes a legal, valid and binding agreement of Buyer enforceable against it in accordance with its terms.

Authorization; Validity. The execution, execution and delivery and performance of this Agreement by Seller and Seller's consummation of the other Transaction Documents transactions contemplated by this Agreement have been duly and validly authorized by the Board Seller's board of Directors of Buyerdirectors. This Agreement has been duly and validly executed and delivered by Buyer and (assuming the valid execution and delivery of this Agreement by Seller) constitutes a legal, valid and binding agreement of Buyer Seller enforceable against it in accordance with its terms.

Authorization; Validity. The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents have been duly and validly authorized by all requisite corporate action on the Board of Directors part of Buyer. This Agreement has been duly and validly executed and delivered by Buyer and (assuming constitutes the valid execution and delivery of this Agreement by Seller) constitutes a legal, valid and binding agreement obligation of Buyer Buyer, enforceable against it Buyer in accordance with its terms., except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium

Authorization; Validity. The execution, delivery ------------------------ delivery, and performance of this Agreement and the other Transaction Documents have by Buyer has been duly and validly authorized by the Board of Directors of Buyerall requisite corporate action. This Agreement has been duly and validly executed and delivered by Buyer Buyer, and (assuming is the valid execution and delivery of this Agreement by Seller) constitutes a legal, valid valid, and binding agreement obligation of Buyer Buyer, enforceable against it in accordance with its terms, except as limited by bankruptcy, insolvency, moratorium, reorganization, and other laws of general application affecting the enforcement of creditors' rights and by the availability of equitable remedies.

Authorization; Validity. The execution, delivery and performance of this Agreement and the other Transaction Documents have been duly and validly authorized by the Board of Directors of Buyer. This Agreement has been duly and validly executed and delivered by Buyer and (assuming the valid execution and delivery of this Agreement by Seller and Seller) 's consummation of the transactions contemplated by this Agreement have been duly and validly authorized. To the best of Seller's knowledge this Agreement constitutes a legal, valid and binding agreement of Buyer Seller enforceable against it in accordance with its terms.

Authorization; Validity. The execution, delivery and performance of this Agreement and the other Transaction Documents have been duly and validly authorized by the Board of Directors of Buyer. This Agreement has been duly and validly executed and delivered by Buyer and (assuming the valid execution and delivery of this Agreement by Seller) constitutes a legal, valid and binding agreement of Buyer enforceable against it in accordance with its terms.

Authorization; Validity. The execution, execution and delivery and performance of this Agreement by Buyer and Buyer’s consummation of the other Transaction Documents transactions contemplated by this Agreement have been duly and validly authorized by the Board of Directors of Buyerauthorized. This Agreement has been duly and validly executed and delivered by Buyer and (assuming Assuming the valid execution and delivery of this Agreement by Seller) Buyer, this Agreement constitutes a legal, valid and binding agreement of Buyer enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally, and the exercise of judicial discretion in accordance with general principles of equity.

Authorization; Validity. The execution, delivery delivery, and ------------------------ performance of this Agreement and the other Transaction Documents have by Buyer has been duly and validly authorized by the Board of Directors of Buyerall requisite corporate action. This Agreement has been duly and validly executed and delivered by Buyer Buyer, and (assuming is the valid execution and delivery of this Agreement by Seller) constitutes a legal, valid valid, and binding agreement obligation of Buyer Buyer, enforceable against it in accordance with its terms, except as limited by bankruptcy, insolvency, moratorium, reorganization, and other laws of general application affecting the enforcement of creditors' rights and by the availability of equitable remedies.

Authorization; Validity. The execution, delivery and performance of this Agreement and the other Transaction Documents have been duly and validly authorized by the Board of Directors of Buyer. This Agreement has been duly and validly executed and delivered by Buyer Seller and (assuming the valid execution and delivery of this Agreement by SellerBuyer) constitutes a legal, valid and binding agreement of Buyer Seller enforceable against it in accordance with its terms.

Authorization; Validity. The execution, delivery and performance of this Agreement and the other Transaction Documents have been duly and validly authorized by the Board of Directors of Buyer. This Agreement has been duly and validly executed and delivered by Buyer and (assuming the valid execution and delivery of this Agreement by Seller) constitutes a legal, valid and binding agreement of Buyer enforceable against it in accordance with its terms.

Authorization; Validity. The execution, execution and delivery and performance of this Agreement and the other Transaction Documents consummation of the transaction contemplated by this Agreement have been duly and validly authorized by the Board of Directors of BuyerSellers. This Agreement has been duly and validly executed and delivered by Buyer Sellers and (assuming the valid execution and delivery of this Agreement by SellerBuyer) constitutes a legal, valid and binding agreement of Buyer Sellers enforceable against it Sellers in accordance with its terms.

Authorization; Validity. The execution, delivery and performance of this Agreement and the other Transaction Documents have been duly and validly authorized by the Board of Directors all required corporate action of Buyer. This Agreement has been duly and validly executed and delivered by Buyer and (assuming the valid execution and delivery of this Agreement by SellerHyde Park) constitutes a legal, valid and binding agreement of Buyer enforceable against it in accordance with its terms.

Authorization; Validity. The execution, execution and delivery and performance of this Agreement and the other Transaction Documents consummation of the transactions contemplated by this Agreement have been duly and validly authorized by the Board of Directors of BuyerSeller. This Agreement has been duly and validly executed and delivered by Buyer Seller and (assuming the valid execution and delivery of this Agreement by SellerBuyer) constitutes a legal, valid and binding agreement of Buyer Seller enforceable against it in accordance with its terms.

Authorization; Validity. The execution, delivery delivery, and ----------------------- performance of this Agreement and the other Transaction Documents have by Buyer has been duly and validly authorized by the Board of Directors of Buyerall requisite corporate action. This Agreement has been duly and validly executed and delivered by Buyer Buyer, and (assuming is the valid execution and delivery of this Agreement by Seller) constitutes a legal, valid valid, and binding agreement obligation of Buyer Buyer, enforceable against it in accordance with its terms, except as limited by bankruptcy, insolvency, moratorium, reorganization, and other laws of general application affecting the enforcement of creditors' rights and by the availability of equitable remedies.

Authorization; Validity. The execution, delivery and performance of this Agreement and the other Transaction Documents have been duly and validly authorized by the Board of Directors of Buyer. This Agreement has been duly and validly executed and delivered by Buyer and (assuming the valid execution and delivery of this Agreement by SellerSellers) constitutes a legal, valid and binding agreement of Buyer enforceable against it in accordance with its termsBuyer.

Authorization; Validity. The execution, execution and delivery and performance of this Agreement by Seller and Seller's consummation of the other Transaction Documents transactions contemplated by this Agreement have been duly and validly authorized by the Board of Directors of Buyerauthorized. This Agreement has been duly and validly executed and delivered by Buyer and (assuming the Assuming valid execution and delivery of this Agreement by Seller) Buyer this Agreement constitutes a legal, valid and binding agreement of Buyer Seller enforceable against it in accordance with its terms.