Common use of Authority; Binding Agreements Clause in Contracts

Authority; Binding Agreements. Purchaser has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Purchaser of this Agreement and the Ancillary Agreements to which it is a party and the consummation by Purchaser of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action of Purchaser, and no other corporate action on the part of Purchaser is required to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party and the consummation by Purchaser of the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which Purchaser is or will become a party have been or will be, as applicable, duly and validly executed and delivered by Purchaser and, assuming the due authorization, execution and delivery hereof (and in the case of the Ancillary Agreements to which Seller and/or the Company is a party, thereof) by, and enforceability against, Seller and/or the Company, each constitutes or will upon execution and delivery constitute, as applicable, a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the enforcement of creditors’ rights generally and by general principles of equity.

Authority; Binding Agreements. Subject to receipt of approval of stockholders of the Purchaser, Purchaser has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Purchaser of this Agreement and the Ancillary Agreements to which it is a party and the consummation by Purchaser of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action of PurchaserPurchaser other than approval of its stockholders, and no other corporate action on the part of Purchaser is required to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party and the consummation by Purchaser of the transactions contemplated hereby and therebythereby other than approval of its stockholders. This Agreement and the Ancillary Agreements to which Purchaser is or will become a party have been or will be, as applicable, duly and validly executed and delivered by Purchaser and, assuming the due authorization, execution and delivery hereof (and in the case of the Ancillary Agreements to which Seller and/or the Company is a party, thereof) by, and enforceability against, Seller and/or the Company, each constitutes or will upon execution and delivery constitute, as applicable, a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the enforcement of creditors’ rights generally and by general principles of equity.

Authority; Binding Agreements. Purchaser The Company has full corporate power and authority to execute and deliver this Agreement and the other agreements which are attached (or forms of which are attached) as exhibits hereto (the “Ancillary Agreements Agreements”) to which it the Company is or will become a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Purchaser the Company of this Agreement and the Ancillary Agreements to which it the Company is or will become a party and party, the consummation by Purchaser the Company of the transactions contemplated hereby and thereby thereby, and the performance by the Company of its obligations hereunder and thereunder, have been duly and validly authorized by all necessary corporate action of Purchaserthe Company, and no other corporate action on the part of Purchaser the Company is required to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements to which it the Company is or will become a party and party, or the consummation by Purchaser the Company of the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which Purchaser the Company is or will become a party have been or will be, as applicable, duly and validly executed and delivered by Purchaser the Company and, assuming the due authorization, execution and delivery hereof (and and, in the case of the Ancillary Agreements to which Seller and/or the Company Purchaser is a party, thereof) by, and enforceability against, Seller and/or the CompanyPurchaser, each constitutes or will upon execution and delivery constitute, as applicable, a legal, valid and binding obligation of Purchaser, the Company enforceable against Purchaser the Company in accordance with its respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the enforcement of creditors’ rights generally and by general principles of equity.

Authority; Binding Agreements. Purchaser The Company has full corporate power and authority to execute and deliver this Agreement and any other agreements which are attached (or forms of which are attached) as exhibits hereto (the “Ancillary Agreements Agreements”) to which it the Company is or will become a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Purchaser the Company of this Agreement and the Ancillary Agreements to which it the Company is or will become a party and party, the consummation by Purchaser the Company of the transactions contemplated hereby and thereby thereby, and the performance by the Company of its obligations hereunder and thereunder, have been duly and validly authorized by all necessary corporate action of Purchaserthe Company, and no other corporate action on the part of Purchaser the Company is required to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements to which it the Company is or will become a party and party, or the consummation by Purchaser the Company of the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which Purchaser the Company is or will become a party have been or will be, as applicable, duly and validly executed and delivered by Purchaser the Company and, assuming the due authorization, execution and delivery hereof (and in the case of the Ancillary Agreements to which Seller and/or the Company is a party, thereof) by, and enforceability against, Seller and/or the Company, each constitutes constitute or will upon execution and delivery constitute, as applicable, a legal, valid and binding obligation of Purchaser, the Company enforceable against Purchaser the Company in accordance with its respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the enforcement of creditors’ rights generally and by general principles of equity.