Common use of Authorization Clause in Contracts

Authorization. Each of the parties represents and warrants that the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action by such party and when so executed and delivered, this Agreement will be the valid and binding obligation of such party in accordance with its terms.

Authorization. Each of the parties Parties hereby represents and warrants that it has the execution power and delivery of authority to execute, deliver and perform this Agreement, that this Agreement and the consummation of the transactions contemplated by this Agreement have has been duly authorized by all necessary corporate action by on the part of such party and when so executed and deliveredParty, that this Agreement will be the constitutes a legal, valid and binding obligation of each such party in accordance Party and that the execution, delivery and performance of this Agreement by such Party does not contravene or conflict with any provision of law or of its termscharter or bylaws or any material agreement, instrument or order binding on such Party.

Authorization. Each of the parties Parties hereby represents and warrants that it has the execution power and delivery of authority to execute, deliver and perform this Agreement, that this Agreement and the consummation of the transactions contemplated by this Agreement have has been duly authorized by all necessary corporate action by on the part of such party and when so executed and deliveredParty, that this Agreement will be the constitutes a legal, valid and binding obligation of each such party Party enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and general equity principles.

Authorization. Each of the parties represents and warrants that the The execution and delivery of this Agreement and the consummation performance by it of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action by and will not violate (a) such party and when so executed and deliveredParty’s certificate of incorporation or bylaws, this Agreement will be the valid and binding (b) any agreement, instrument or contractual obligation to which such Party is bound in any material respect, (c) any requirement of any Applicable Laws, or (d) any order, writ, judgment, injunction, decree, determination or award of any court or governmental agency presently in effect applicable to such party in accordance with its termsParty.

Authorization. Each party has taken all action necessary for the approval and execution of this Agreement, and execution by the persons signing on behalf of both parties represents is duly authorized and warrants that the execution has been made with complete and delivery full authority to commit both parties to all terms and conditions of this Agreement and the consummation which shall constitute valid, binding obligations of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action by such party and when so executed and delivered, this Agreement will be the valid and binding obligation of such party in accordance with its termseach party.

Authorization. Each of the parties Parties hereby represents and warrants that it has the execution power and delivery of authority to execute, deliver and perform this Agreement, that this Agreement and the consummation of the transactions contemplated by this Agreement have has been duly authorized by all necessary corporate action by on the part of such party and when so executed and deliveredParty, that this Agreement will be the constitutes a legal, valid and binding obligation of each such party Party enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equity principles.

Authorization. Each of the parties represents and warrants that the ------------- execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action by such party and when so executed and delivered, this Agreement will be the valid and binding obligation of such party in accordance with its terms.

Authorization. Each of party represents to the parties represents and warrants other that the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have has been duly authorized by all necessary corporate action by such party or other action, and when so executed that all approvals and delivered, consents necessary to enter into this Agreement will be the valid have been obtained, and binding obligation of such party in accordance with that this Agreement is signed on its termsbehalf by its duly authorized officer, agent or representative.

Authorization. Each of the parties represents and warrants that the execution and delivery of this Agreement and the consummation of the transactions and performance of services contemplated by this Agreement have been duly authorized by all necessary corporate action by such party and when so executed and delivered, this Agreement will be the valid and binding obligation of such party in accordance with its terms.

Authorization. Each of the parties party hereto represents and warrants that the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement herein have been duly authorized by all necessary corporate action by such party party, and when so executed and delivered, delivered this Agreement will be the valid and binding obligation of such party enforceable in accordance with its terms.

Authorization. Each of party to the parties Agreement hereby represents and warrants that the execution, delivery, and performance of the Agreement are within the powers of each party and have been duly authorized by the party and its shareholders; the execution and delivery performance of this Agreement and the consummation of the transactions contemplated by this Agreement each party have been duly authorized by all necessary corporate action by such party applicable laws and when so executed regulations, and delivered, this Agreement will be constitutes the valid and binding enforceable obligation of such each party in accordance with its terms.

Authorization. Each of the parties represents and warrants that the The execution and delivery performance of this Agreement and the consummation of the transactions contemplated by this Agreement have has been duly authorized by all necessary laws, resolutions, or corporate action by such party and when so executed and delivered, actions of the respective Parties. The Parties to this Agreement will be represent and warrant that the valid and binding obligation of such party in accordance with its termspersons executing this Agreement have full authority to bind the respective Parties.

Authorization. Each of the parties represents and warrants that the The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement hereby are within the company power of such Party, have been duly authorized by all necessary corporate action company proceedings of such Party, and this Agreement has been duly executed and delivered by such party and when so executed and delivered, this Agreement will be the valid and binding obligation of such party in accordance with its termsParty.

Authorization. Each of the parties represents and warrants that the The execution and delivery by each party of this Agreement and the consummation and performance by such party of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action by such party and when so executed and delivered, this Agreement will be the valid and binding obligation of such party in accordance compliance with its termsapplicable law.

Authorization. Each of the parties represents and warrants that the The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement hereby are within the company power of such party, have been duly authorized by all necessary corporate action company proceedings of such party, and this Agreement has been duly executed and delivered by such party and when so executed and delivered, this Agreement will be the valid and binding obligation of such party in accordance with its termsparty.

Authorization. Each of the parties Party represents and warrants that all actions (whether corporate or not) on his or its part necessary for the authorization, execution and delivery of this Agreement and for the consummation performance of the transactions contemplated by all of his or its obligations hereunder has been taken, and this Agreement have been duly authorized by all necessary corporate action by such party and when so fully executed and delivered, this Agreement will be the valid shall constitute a valid, legally binding and binding enforceable obligation of such party in accordance with its termson that Party.

Authorization. Each of the parties hereby represents and warrants that it has the execution power and delivery of authority to execute, deliver and perform this Agreement, that this Agreement and the consummation of the transactions contemplated by this Agreement have has been duly authorized by all necessary corporate action by on the part of such party and when so executed and deliveredparty, that this Agreement will be the constitutes a legal, valid and binding obligation of each such party in accordance and that the execution, delivery and performance of this Agreement by such party does not contravene or conflict with any provision of law or of its termscharter or bylaws or any material agreement, instrument or order binding on such party.

Authorization. Each of the parties party hereto represents and warrants that the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement herein have been duly authorized by all necessary corporate action by such party action, and when so executed and delivered, delivered this Agreement will be the valid and binding obligation of such party enforceable in accordance with its terms.

Authorization. Each of the parties represents and warrants that the execution and delivery of this This Agreement and the consummation of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action by such party each Party and when so executed and delivered, this Agreement will be the valid legal, valid, and binding obligation of such party each Party enforceable in accordance with its terms.

Authorization. Each of the parties party to this Agreement hereby represents and warrants that the execution execution, delivery, and delivery performance of this Agreement are within the powers of each party and have been duly authorized by the consummation party, the execution and performance of the transactions contemplated by this Agreement by each party have been duly authorized by all necessary corporate action by such party applicable laws and when so executed regulations, and delivered, this Agreement will be constitutes the valid and binding enforceable obligation of such each party in accordance with its terms.

Authorization. Each of party represents to the parties represents and warrants other with respect to itself that the execution and delivery performance of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary laws, resolutions, corporate action by such party and when so executed other action, and delivered, this Agreement will be constitutes the valid and binding obligation enforceable obligations of such party the parties in accordance with its terms.

Authorization. Each of the parties represents and warrants that the execution and delivery of to this Agreement and the consummation of the transactions contemplated by represents that this Agreement have has been duly authorized by all necessary corporate action authorized, executed and delivered by such party and when so executed and deliveredconstitutes the legal, this Agreement will be the valid and binding obligation of such party enforceable against it in accordance with its terms.

Authorization. Each of the parties represents and warrants that the execution and delivery of this This Agreement and the consummation of the transactions contemplated by this Agreement have has been duly authorized by all necessary corporate action by such party and when so executed and delivered, this Agreement will be delivered by the Shareholder and constitutes the valid and binding obligation of each such party, enforceable against each such party in accordance with its terms.

Authorization. Each of the parties party represents and warrants that the that: its own execution ------------ and delivery of this Agreement Agreement, and the consummation of the all transactions contemplated by this Agreement hereby, have been duly authorized by all necessary requisite corporate action by such party and when so executed and delivered, shareholder action; this Agreement will be and all such other agreements and written obligations entered into and undertaken in connection with the transactions contemplated hereby constitute a valid and legally binding obligation of such party obligation, enforceable in accordance with its their respective terms.

Authorization. Each of the parties party to this Agreement hereby represents and warrants that that: the execution, delivery and performance of this Agreement are within the powers of each party and have been duly authorized by each party and its board of directors; the execution and delivery performance of this Agreement and the consummation of the transactions contemplated by this Agreement each party have been duly authorized by all necessary corporate action by such party applicable laws and when so executed regulations; and delivered, this Agreement will be constitutes the valid and binding enforceable obligation of such each party in accordance with its terms.

Authorization. Each of the The parties represents and warrants represent that the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have has been duly authorized by all necessary required corporate action by such actions, and the person signing on its behalf of each party and when so executed and delivered, this Agreement will be the valid and binding obligation of such party in accordance with its termsis authorized to do so.

Authorization. Each of the parties Party executing this Agreement represents and warrants that it has the execution corporate power and delivery of authority to execute this Agreement and the consummation of the transactions contemplated by this Agreement have has been duly authorized by all necessary corporate action by such party and when so executed and delivered, this Agreement will be the valid and binding obligation of such party in accordance with its termsParty.

Authorization. Each of the parties party hereto represents and warrants that the execution and delivery of this Agreement and the consummation provision of the transactions marketing support, distribution and sales services contemplated by this Agreement herein have been duly authorized by all necessary corporate action by such party organizational action, and when so executed and delivered, delivered this Agreement will be the valid and binding obligation of such party enforceable in accordance with its terms.

Authorization. Each of the parties Party represents and warrants that the execution and delivery of this Agreement and the consummation performance of the transactions contemplated by this Agreement its obligations hereunder have been duly authorized by all necessary corporate corporate, partnership or Limited Liability Company action by such party and when so executed and delivered, this Agreement will be the valid and binding obligation of such party in accordance with on its termspart.

Authorization. Each of the parties represents The execution, delivery and warrants that the execution and delivery performance of this Agreement Agreement, and the consummation of the transactions contemplated by this Agreement hereby and thereby have been duly authorized by all necessary required corporate action by such party and when so executed and delivered, this Agreement will be the valid and binding obligation or limited liability company actions of such party in accordance with its termsparty.

Authorization. Each of the parties party hereto represents and warrants that the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement herein have been duly authorized by all necessary corporate action by such party and when so executed and delivered, this Agreement will be the valid and binding obligation of such party in accordance with its terms.

Authorization. Each of the parties represents The execution, delivery and warrants that the execution and delivery performance of this Agreement and the consummation of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action by such party and when so executed and delivered, this Agreement will be on the valid and binding obligation part of such party in accordance with its terms.Party;

Authorization. Each of the parties represents The execution, delivery and warrants that the execution and delivery performance of this Agreement and the consummation of the transactions contemplated by this Agreement have has been duly and validly authorized by all necessary corporate action by on the part of such party Party, and when so executed upon its execution and delivereddelivery will constitute legal, this Agreement will be the valid and binding obligation obligations of such party Party enforceable against such Party in accordance with its terms.

Authorization. Each of the parties hereby represents and ------------- warrants to the other that the execution execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action by such party action, and this Agreement, when so duly authorized, executed and delivereddelivered by the other party, this Agreement will be the a valid and binding obligation of such party in accordance with its termseach party, respectively.

Authorization. Each of the parties each party hereto represents and warrants that the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement herein have been duly authorized by all necessary corporate action by such party action, and when so executed and delivered, delivered this Agreement will be the valid and binding obligation of such party enforceable in accordance with its terms.

Authorization. Each of the parties represents The execution, delivery and warrants that the execution and delivery performance of this Agreement and the consummation of the transactions contemplated by this Agreement have Transaction Documents to which it is a party has been duly authorized by all necessary corporate action by such party and when so executed and delivered, this Agreement will be the valid and binding obligation of such party in accordance with its termsaction.

Authorization. Each of the parties party to this Agreement hereby represents and warrants that the execution execution, delivery, and delivery performance of this Agreement are within the powers of each party and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action by such party and when so executed approved and delivered, this that the Agreement will be the constitutes a valid and binding enforceable obligation of such each party in accordance with its terms.

Authorization. Each of the parties represents and warrants that the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action by such party and when so executed and delivered, this Agreement will be the valid and binding obligation of such party in accordance with its terms. 2.

Authorization. Each of the parties represents and warrants that the The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have has been duly authorized by all necessary requisite corporate action by such party action. This Agreement is and when so executed and delivered, this Agreement will be the remain a valid and binding obligation of such party party, enforceable in accordance with its terms., subject to any applicable laws with respect to bankruptcy, insolvency and the relief of debtors;

Authorization. Each of the parties represents and warrants that the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action by such party and when so executed and delivered, this Agreement will shall be the valid and binding obligation of such party in accordance with its terms.

Authorization. Each of the parties represents and warrants that the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action by such party and when so executed and delivered, this Agreement will be the valid and binding obligation of such party in accordance with its terms.. Document Number: 337712

Authorization. Each of the parties represents that it has duly authorized the execution, delivery, and warrants that the execution and delivery performance of this Agreement and the consummation of the transactions contemplated by that this Agreement have been duly authorized by all necessary corporate action by such party and when so executed and delivered, this Agreement will be the is a valid and binding obligation of such party in accordance with its termsobligation.

Authorization. Each of party to the parties Agreement hereby represents and warrants that the execution, delivery, and performance of the Agreement are within the powers of each party and have been duly authorized by the party; the execution and delivery performance of this Agreement and the consummation of the transactions contemplated by this Agreement each party have been duly authorized by all necessary corporate action by such party applicable laws and when so executed regulations; and delivered, this Agreement will be constitutes the valid and binding enforceable obligation of such each party in accordance with its terms.

Authorization. Each of the parties party represents and warrants that the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action by such party and when so executed and delivered, delivered this Agreement will be the valid and binding obligation of such party enforceable in accordance with its terms.

Authorization. Each of the parties hereby represents and warrants to the other that the execution execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action by such party action, and this Agreement, when so duly authorized, executed and delivereddelivered by the other party, this Agreement will be the a valid and binding obligation of such party in accordance with its termseach party, respectively.

Authorization. Each of the parties represents and warrants that the execution and delivery of this Agreement and the consummation of the transactions contemplated by 15| Page this Agreement have been duly authorized by all necessary corporate action by such party and when so executed and delivered, this Agreement will be the valid and binding obligation of such party in accordance with its terms.

Authorization. Each of the parties represents and warrants to the other that the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have has been duly authorized by all necessary corporate or governmental action by such on the part of the representing party and when so executed and delivered, that this Agreement will be the valid and is fully binding obligation of on such party in accordance with its termsparty.