Common use of Corporate Authority; Binding Effect Clause in Contracts

Corporate Authority; Binding Effect. (a) Each Seller has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. Each Affiliate of such Seller which is a party to the Transition Services Agreements has all requisite power and authority to execute and deliver the Transition Services Agreements and to perform its obligations thereunder. The execution and delivery by such Seller of this Agreement and each other document, agreement or instrument to be executed and delivered by such Seller pursuant to this Agreement, and the performance by such Seller of its obligations hereunder and thereunder, have been, or will have been at the Closing, duly authorized by all requisite action on the part of such Seller. (b) This Agreement, when executed and delivered by such Seller, and the Transition Services Agreements when executed and delivered by each Affiliate of such Seller party thereto, assuming due execution and delivery hereof and thereof by each of the other parties hereto and thereto, constitute valid and binding obligations of such Seller and such Affiliates, respectively, enforceable against such Seller and such Affiliates in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors' rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Corporate Authority; Binding Effect. (a) Each Seller and THRG has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. Each Affiliate of such Seller which Sellers that is a party to the Transition Services Agreements an Ancillary Agreement has all requisite power and corporate or partnership authority to execute and deliver the Transition Services Agreements such Ancillary Agreement and to perform its obligations thereunder. The execution and delivery by such each Seller and THRG of this Agreement and each other document, agreement or instrument to be executed and delivered by such Seller and THRG pursuant to this Agreement, and the performance by such Seller and THRG of its obligations hereunder and thereunder, have been, or will have been at the Closing, duly authorized by all requisite corporate action on the part of such SellerSeller and THRG. (b) This Agreement, when executed and delivered by such Sellereach Seller and THRG, and the Transition Services Agreements each Ancillary Agreement, when executed and delivered by each Affiliate of such Seller party thereto, assuming due execution and delivery hereof and thereof by each of the other parties hereto and thereto, constitute valid and binding obligations of such Seller Seller, THRG and such AffiliatesAffiliate of Sellers, respectively, enforceable against such Seller Seller, THRG and such Affiliates Affiliate of Sellers in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors' ’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Corporate Authority; Binding Effect. (a) Each Seller has This Agreement and the other Transaction Documents to which the AGIG Unitholders are a party and the consummation by the AGIG Unitholders of the transactions contemplated hereby and thereby have been duly and validly authorized by the AGIG Unitholders by all requisite corporate power corporate, limited liability company, partnership or similar action and authority no other proceedings on the part of the AGIG Unitholders necessary for the AGIG Unitholders to execute and deliver authorize the execution or delivery of this Agreement and or any of the other Transaction Documents to which the AGIG Unitholders are a party or to perform any of its obligations hereunderhereunder or thereunder. Each Affiliate of such Seller which is a party to the Transition Services Agreements has all requisite The AGIG Unitholders have full corporate, limited liability company, partnership or similar organizational (as applicable) power and authority to execute and deliver the Transition Services Agreements other Transaction Documents to which it is a party and to perform its obligations hereunder or thereunder. The This Agreement has been duly executed and delivered by the AGIG Unitholders, and (assuming due authorization, execution and delivery by such Seller of HUSA) this Agreement constitutes a valid and legally binding obligation of the AGIG Unitholders, enforceable against each of them in accordance with its terms. When each other documentTransaction Document to which the AGIG Unitholders are, agreement or instrument to be will be, party has been duly executed and delivered by such Seller pursuant to this Agreement, and the performance by such Seller of its obligations hereunder and thereunder, have been, or will have been at the Closing, duly authorized by all requisite action on the part of such Seller. AGIG Unitholders (b) This Agreement, when executed and delivered by such Seller, and the Transition Services Agreements when executed and delivered by each Affiliate of such Seller party thereto, assuming due authorization, execution and delivery hereof by HUSA), such Transaction Document will constitute a valid and thereof by each legally binding obligation of the other parties hereto and thereto, constitute valid and binding obligations of such Seller and such Affiliates, respectivelyAGIG Unitholders, enforceable against such Seller and such Affiliates it in accordance with their respective its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors' rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).