Common use of Necessary Authority Clause in Contracts

Necessary Authority. The Purchaser has full power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is (or will be at Closing) a party, to perform its obligations hereunder and thereunder, and, subject to the Required Statutory Approvals, to consummate the transactions contemplated hereby and thereby. This Agreement and the Purchaser’s consummation of the transactions contemplated hereby have been, or with respect to Transaction Documents to be delivered at the Closing by the Purchaser and the Purchaser’s consummation of the transactions contemplated thereby, will be, duly authorized, executed and delivered by the Purchaser and constitute the legal, valid and binding obligations of the Purchaser enforceable against the Purchaser in accordance with their respective terms and conditions (assuming, in each case, the due authorization, execution and delivery by each other party thereto), subject only to applicable bankruptcy, insolvency or other Laws affecting creditors’ rights generally and the exercise of judicial discretion in accordance with general equitable principles. The individual(s) executing this Agreement and any Transaction Document to which the Purchaser is, or is specified to be, a party, has the full right, power and authority to execute and deliver this Agreement and any Transaction Document to which the Purchaser is, or is specified to be, a party, and upon execution, no further action will be needed to make this Agreement and any Transaction Document to which the Purchaser is, or is specified to be, a party, valid and binding upon, and enforceable against, the Purchaser.

Necessary Authority. The Each Purchaser has full power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is (or will be at Closing) a party, to perform its obligations hereunder and thereunder, and, subject to the Required Statutory Approvals, to consummate the transactions contemplated hereby and thereby. This Agreement and the Purchaser’s consummation of the transactions contemplated hereby have been, or with respect to Transaction Documents to be delivered at the Closing by the Purchaser and the Purchaser’s consummation of the transactions contemplated thereby, will be, has been duly authorized, executed and delivered by the Purchaser Purchasers and constitute the legal, valid and binding obligations of the Purchaser enforceable against the Purchaser in accordance with their respective terms and conditions (assuming, in each case, assuming the due authorization, execution and delivery by each other party thereto)Parties hereto, constitutes the legal, valid and binding obligation of Purchasers enforceable against Purchasers in accordance with its terms and conditions, subject only to applicable bankruptcy, insolvency or other Laws affecting creditors’ rights generally and the exercise of judicial discretion in accordance with general equitable principles. The individual(s) executing this Agreement Upon execution and any delivery at the Closing by Purchasers, each other Transaction Document to which the each Purchaser is, or is specified to be, a party, has will be duly and validly executed by such Purchaser, and delivered to the other party or parties thereto on the Closing Date, and will constitute such Purchaser’s legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other Laws affecting creditors’ rights generally and the exercise of judicial discretion in accordance with general equitable principles. The individual or individuals executing this Agreement and any Transaction Document to which each Purchaser is a party, have the full right, power and authority to execute and deliver this Agreement and any Transaction Document to which the such Purchaser is, or is specified to be, a party, and upon execution, no further action will be needed to make this Agreement and any Transaction Document to which the such Purchaser is, or is specified to be, a party, party valid and binding upon, and enforceable against, such Purchaser (assuming, in each case, the Purchaserdue authorization, execution and delivery by each other party thereto).

Necessary Authority. The Purchaser has full corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is (or will be at Closing) a party, to perform its obligations hereunder and thereunder, and, subject to the Required Statutory Approvals, and to consummate the transactions contemplated hereby and thereby. This The execution, delivery and performance of this Agreement by Purchaser, and the Purchaser’s consummation of the transactions contemplated hereby hereby, have been, or with respect to Transaction Documents to be delivered at the Closing by the Purchaser and the Purchaser’s consummation of the transactions contemplated thereby, will be, been duly authorized, executed and delivered by the Purchaser and constitute through all requisite corporate action of Purchaser, and this Agreement constitutes the legal, valid and binding obligations obligation of the Purchaser enforceable against the Purchaser in accordance with their respective its terms and conditions (assuming, in each case, the due authorization, execution and delivery by each other party thereto)conditions, subject only to applicable bankruptcy, insolvency or other Laws affecting creditors’ rights generally and the exercise of judicial discretion in accordance with general equitable principles. The individual(s) executing this Agreement Upon execution and any delivery at the Closing by Purchaser, each other Transaction Document to which the Purchaser is, or is specified to be, a party, will be duly and validly executed by Purchaser and delivered to Company and Sellers on the Closing Date, and will constitute Purchaser’s legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other Laws affecting creditors’ rights generally and the exercise of judicial discretion in accordance with general equitable principles. The individual executing this Agreement on behalf of Purchaser has the full right, power and authority to execute and deliver this Agreement and any Transaction Document to which the Purchaser is, or is specified to be, a partyAgreement, and upon execution, no further action will be needed to make this Agreement and any Transaction Document to which the Purchaser is, or is specified to be, a party, valid and binding upon, and enforceable against, the Purchaser.

Necessary Authority. The Purchaser has full power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is (or will be at Closing) a party, to perform its obligations hereunder and thereunder, and, subject to the Required Statutory Approvals, to consummate the transactions contemplated hereby and thereby. This Agreement and the Purchaser’s consummation of the transactions contemplated hereby have been, or with respect to Transaction Documents to be delivered at the Closing by the Purchaser and the Purchaser’s consummation of the transactions contemplated thereby, will be, has been duly authorized, executed and delivered by the Purchaser and constitute assuming the due authorization, execution and delivery by each other party hereto, constitutes the legal, valid and binding obligations of the Purchaser enforceable against the Purchaser in accordance with their respective its terms and conditions conditions, subject only to applicable bankruptcy, insolvency or other Laws affecting creditors’ rights generally and the exercise of judicial discretion in accordance with general equitable principles. Upon execution and delivery at the Closing by the Purchaser, each other Transaction Document to which the Purchaser is, or is specified to be, a party, will be duly and validly executed by the Purchaser, and delivered to the other party(ies) thereto on the Closing Date, and will constitute (assuming, in each case, the due authorization, execution and delivery by each other party thereto)) the Purchaser’s legal, subject only to applicable valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other Laws affecting creditors’ rights generally and the exercise of judicial discretion in accordance with general equitable principles. The individual(s) executing this Agreement and any Transaction Document to which the Purchaser is, or is specified to be, a party, has the full right, power and authority to execute and deliver this Agreement and any Transaction Document to which the Purchaser is, or is specified to be, a party, and upon execution, no further action will be needed to make this Agreement and any Transaction Document to which the Purchaser is, or is specified to be, a party, party valid and binding upon, and enforceable against, the Purchasersuch Person.

Necessary Authority. The Purchaser Seller has full power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is (or will be at Closing) a party, to perform its obligations hereunder and thereunder, and, subject to the Required Statutory Approvals, to consummate the transactions contemplated hereby and thereby. This Agreement and the Purchaser’s consummation of the transactions contemplated hereby have been, or with respect to Transaction Documents to be delivered at the Closing by the Purchaser and the Purchaser’s consummation of the transactions contemplated thereby, will be, has been duly authorized, executed and delivered by the Purchaser Seller and, assuming the due authorization, execution and constitute delivery by the Purchaser, constitutes the legal, valid and binding obligations of the Purchaser Seller enforceable against the Purchaser Seller in accordance with their respective its terms and conditions (assuming, in each case, the due authorization, execution and delivery by each other party thereto)conditions, subject only to applicable bankruptcy, insolvency or other Laws affecting creditors’ rights generally and the exercise of judicial discretion in accordance with general equitable principles. The individual(s) executing this Agreement Upon execution and any delivery at the Closing by the Seller, each other Transaction Document to which the Purchaser Seller is, or is specified to be, a party, will be duly and validly executed by the Seller, and delivered to the Purchaser on the Closing Date, and will constitute (assuming, in each case, the due authorization, execution and delivery by each other party thereto (other than the Company)) the Seller’s legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other Laws affecting creditors’ rights generally and the exercise of judicial discretion in accordance with general equitable principles. Each individual executing this Agreement and any Transaction Document on behalf of the Seller, has the full right, power and authority to execute and deliver this Agreement and any Transaction Document to which the Purchaser is, or Seller is specified to be, a party, and upon execution, no further action by the Seller will be needed to make this Agreement and any Transaction Document to which the Purchaser is, or Seller is specified to be, a party, party valid and binding upon, and enforceable against, the PurchaserSeller (assuming, in each case, the due authorization, execution and delivery by each other party(ies) thereto (other than the Company)).

Necessary Authority. The Purchaser Such Seller has full power power, authority and authority legal capacity to execute and deliver this Agreement and the other Transaction Documents to which it is (or will be at Closing) a party, to perform its obligations hereunder and thereunder, and, subject to the Required Statutory Approvals, to consummate the transactions contemplated hereby and thereby. This Agreement and the Purchaser’s consummation of the transactions contemplated hereby have been, or with respect to other Transaction Documents to be delivered at the Closing by the Purchaser and the Purchaser’s consummation of the transactions contemplated thereby, will be, which such Seller is a party have been duly authorized, executed and delivered by the Purchaser such Seller and constitute the legal, valid and binding obligations of the Purchaser such Seller enforceable against the Purchaser such Seller in accordance with their respective its terms and conditions (assuming, in each case, the due authorization, execution and delivery by each other party thereto)conditions, subject only to applicable bankruptcy, insolvency or other Laws affecting creditors’ rights generally and the exercise of judicial discretion in accordance with general equitable principles. The execution, delivery and performance of this Agreement and the other Transaction Documents to which such Seller is a party, and such Seller’s consummation of the transactions contemplated hereby and thereby, have been duly authorized by all requisite action of such Seller. The individual(s) executing this Agreement and any Transaction Document to which the Purchaser is, or such Seller is specified to be, a party, has the full right, power and authority to execute and deliver this Agreement and any Transaction Document to which the Purchaser is, or such Seller is specified to be, a party, and upon execution, no further action will be needed to make this Agreement and any Transaction Document to which the Purchaser is, or such Seller is specified to be, a party, party valid and binding upon, and enforceable against, the Purchasersuch Seller.