Common use of Corporate Authority; Binding Effect Clause in Contracts

Corporate Authority; Binding Effect. (a) Seller has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement and to perform its obligations hereunder and thereunder. The execution and delivery by Seller of this Agreement, each Ancillary Agreement and each other document, agreement or instrument to be executed and delivered by Seller pursuant to this Agreement, and the performance by Seller of its obligations hereunder and thereunder, have been, or shall have been at the Closing, duly authorized by all requisite corporate action on the part of Seller. (b) This Agreement and each Ancillary Agreement, when executed and delivered by Seller, assuming due execution and delivery hereof by Purchaser, constitutes the valid and binding obligations of Seller, enforceable against Seller in accordance with 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).

Corporate Authority; Binding Effect. (a) Seller has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement the Transaction Documents and to perform its obligations hereunder and thereunder. The execution and delivery by Seller of this Agreement, each Ancillary Agreement the Transaction Documents and each other document, agreement or instrument to be executed and delivered by Seller pursuant to this Agreementthe Transaction Documents, and the performance by Seller of its obligations hereunder and thereunder, have been, or shall will have been at the Closing, duly authorized by all requisite corporate action on the part of Seller. (b) This Agreement and each Ancillary AgreementThe Transaction Documents, when executed and delivered by Seller, assuming due execution and delivery hereof and thereof by Purchaser, constitutes constitute the valid and binding obligations of Seller, enforceable against Seller in accordance with its their 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).