Common use of Capacity and Validity Clause in Contracts

Capacity and Validity. Each of YSI and the Seller has the corporate power and authority to enter into, execute, deliver and perform this Agreement and the other transaction documents required hereby to which it is a party and to perform its obligations under this Agreement and the other transaction documents required hereby to which it is a party. Each of this Agreement and the other transaction documents to which YSI or the Seller, as the case may be, is a party constitutes the legal, valid and binding obligation of YSI or the Seller, as the case may be, enforceable against it in accordance with the respective terms thereof, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or similar laws of general application relating to or affecting enforcement of creditor's rights and the exercise of judicial discretion in accordance with general principles of equity. The execution and delivery of this Agreement and the other transaction documents to which YSI or the Seller, as the case may be, is a party, and the consummation of the transaction contemplated hereby, has been duly authorized by all necessary corporate action on the part of YSI and the Seller, respectively, and no other proceedings (corporate or otherwise) by YSI or the Seller, as the case may be, or any of the directors or the shareholders thereof are necessary with respect thereto. Each of YSI and the Seller will take, or cause to be taken, all action (corporate or otherwise) necessary to consummate the transactions contemplated hereby.