Common use of Authority; Binding Nature of Agreement Clause in Contracts

Authority; Binding Nature of Agreement. Parent and Purchaser have the corporate power and authority to execute and deliver and perform their obligations under this Agreement; and the execution, delivery and performance by Parent and Purchaser of this Agreement and the consummation of the Transactions have been duly authorized by all necessary action on the part of Parent and Purchaser and their respective boards of directors. This Agreement constitutes the legal, valid and binding obligation of Parent and Purchaser, and assuming due authorization, execution and delivery by the Company, is enforceable against them in accordance with its terms, subject to (a) Laws of general application relating to bankruptcy, insolvency and the relief of debtors and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. Parent and Purchaser have the corporate power and authority to execute and deliver and perform their obligations under this Agreement; and the execution, delivery and performance by Parent and Purchaser of this Agreement and the consummation of the Transactions have has been duly authorized by all necessary action on the part of Parent and Purchaser and their respective boards of directors. This Agreement constitutes the legal, valid and binding obligation of Parent and Purchaser, and assuming due authorization, execution and delivery by the Company, is enforceable against them in accordance with its terms, subject to (a) Laws laws of general application relating to bankruptcy, insolvency and the relief of debtors and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. Parent and Purchaser Merger Sub have the limited liability company or corporate power and authority authority, as the case may be, to execute and deliver and perform their obligations under this Agreement; and the execution, delivery and performance by Parent and Purchaser Merger Sub of this Agreement and the consummation of the Transactions have been duly authorized by all necessary action on the part of Parent and Purchaser Merger Sub and their respective boards of directors. This Agreement constitutes the legal, valid and binding obligation of Parent and PurchaserMerger Sub, and assuming due authorization, execution and delivery by the Company, is enforceable against them in accordance with its terms, subject to (a) Laws laws of general application relating to bankruptcy, insolvency and the relief of debtors debtors, and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. Parent and Purchaser have the corporate power and authority to execute and deliver and perform their obligations under this Agreement; and the execution, delivery and performance by Parent and Purchaser of this Agreement and the consummation of the Transactions have been duly authorized by all necessary action on the part of Parent and Purchaser and their respective boards of directors. This Agreement constitutes the legal, valid and binding obligation of Parent and Purchaser, and assuming due authorization, execution and delivery by the Company, is enforceable against them in accordance with its terms, subject to (a) Laws laws of general application relating to bankruptcy, insolvency and the relief of debtors and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. Parent and Purchaser have the all requisite corporate power and authority authority, and have taken all corporate action necessary, to execute and deliver and perform their obligations under this Agreement; and the execution, delivery and performance by Parent and Purchaser of this Agreement and the consummation of the Transactions have been duly authorized by all necessary action on the part of Parent and Purchaser and their respective boards of directors. This Agreement constitutes the legal, valid and binding obligation of Parent and Purchaser, and assuming due authorization, execution and delivery by the Company, is enforceable against them in accordance with its terms, subject to (a) Laws laws of general application relating to bankruptcy, insolvency and the relief of debtors and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. Parent and Purchaser have the corporate power and authority to execute and deliver and perform their obligations under this Agreement; and the execution, delivery and performance by Parent and Purchaser of this Agreement and the consummation of the Transactions have been duly authorized by all necessary action on the part of Parent and Purchaser and their respective boards of directors. This Agreement constitutes the legal, valid and binding obligation of Parent and Purchaser, and assuming due authorization, execution and delivery by the Company, is enforceable against them in accordance with its terms, subject to (a) Laws laws of general application relating to bankruptcy, insolvency and the relief of debtors debtors, and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. Parent and Purchaser have the corporate power and authority to execute and deliver and perform their obligations under this Agreement and the CVR Agreement; and the execution, delivery and performance by Parent and Purchaser of this Agreement and the consummation of the Transactions CVR Agreement have been duly authorized by all necessary action on the part of Parent and Purchaser and their respective boards of directors. This Agreement and the CVR Agreement constitutes the legal, valid and binding obligation of Parent and Purchaser, and assuming due authorization, execution and delivery by the Company, is enforceable against them in accordance with its terms, subject to (a) Laws laws of general application relating to bankruptcy, insolvency and the relief of debtors debtors, and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. Parent and Purchaser have the corporate requisite power and authority to execute and deliver and perform their obligations under this Agreement; and the execution, delivery and performance by Parent and Purchaser of this Agreement and the consummation of the Transactions have been duly authorized by all necessary action on the part of Parent and Purchaser and their respective boards of directors. This Agreement constitutes the legal, valid and binding obligation of Parent and Purchaser, and assuming due authorization, execution and delivery by the Company, is enforceable against them in accordance with its terms, subject to (a) Laws laws of general application relating to bankruptcy, insolvency and the relief of debtors and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. Parent and Purchaser have the corporate company power and authority to execute and deliver and perform their obligations under this Agreement; and the execution, delivery and performance by Parent and Purchaser of this Agreement and the consummation of the Transactions have has been duly authorized by all necessary action on the part of Parent and Purchaser and their respective boards of directors. This Agreement constitutes the legal, valid and binding obligation of Parent and Purchaser, and assuming due authorization, execution and delivery by the Company, is enforceable against them in accordance with its terms, subject to (a) Laws laws of general application relating to bankruptcy, insolvency and the relief of debtors and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. Parent and Purchaser have the has all necessary corporate power and authority to execute and deliver this Agreement and the Promissory Note and to perform their its obligations under this AgreementAgreement and the Promissory Note; and the execution, delivery and performance by Parent and Purchaser of this Agreement and the consummation of the Transactions Promissory Note have been duly authorized by all necessary action on the part of Parent and Purchaser and their respective boards its board of directors. This Upon execution, this Agreement constitutes and the legal, Promissory Note will constitute a valid and binding obligation of Parent and Purchaser, and assuming due authorization, execution and delivery by the Company, is enforceable against them Purchaser in accordance with its terms, subject to (ai) Laws laws of general application relating to bankruptcy, insolvency and the relief of debtors and (bii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. Parent and Purchaser have the corporate power and authority to execute and deliver and perform their obligations under this Agreement; and the execution, delivery and performance by Parent and Purchaser of this Agreement and the consummation of the Transactions have been duly authorized by all necessary action on the part of Parent and Purchaser and their respective boards of directors. This Agreement constitutes constitutes, when executed and delivered by Parent, the legal, valid and binding obligation of Parent and PurchaserPurchaser and is, and assuming due authorizationor shall be, execution and delivery by the Companyas applicable, is enforceable against them in accordance with its terms, subject to (a) Laws Legal Requirements of general application relating to bankruptcy, insolvency and the relief of debtors and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. Parent and Purchaser have the corporate power and authority to execute and deliver and perform their obligations under this Agreement; and the execution, delivery and performance by Parent Xxxxxx and Purchaser of this Agreement and the consummation of the Transactions have has been duly authorized by all necessary action on the part of Parent and Purchaser and their respective boards of directors. This Agreement constitutes the legal, valid and binding obligation of Parent and Purchaser, and and, assuming due authorization, execution and delivery by the Company, is enforceable against them in accordance with its terms, subject to (a) Laws laws of general application relating to bankruptcy, insolvency and the relief of debtors and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. Parent and Purchaser have the corporate power and authority to execute and deliver and perform their obligations under this Agreement, including the consummation of the Transactions; and the execution, delivery and performance by Parent and Purchaser of this Agreement and the consummation of the Transactions have been duly authorized by all necessary action on the part of Parent and Purchaser and their respective boards of directors. This Agreement constitutes the legal, valid and binding obligation of Parent and Purchaser, and assuming due authorization, execution and delivery by the Company, is enforceable against them in accordance with its terms, subject to (a) Laws laws of general application relating to bankruptcy, insolvency insolvency, fraudulent transfer, reorganization, moratorium and the relief of debtors other laws affecting creditors’ rights generally, and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. Parent and Purchaser have the corporate power and authority to execute and deliver and perform their obligations under this Agreement; and and, except for delivery of the consent contemplated by Section 6.12, the execution, delivery and performance by Parent and Purchaser of this Agreement and the consummation of the Transactions have been duly authorized by all necessary action on the part of Parent and Purchaser and their respective boards of directors. This Agreement constitutes the legal, valid and binding obligation of Parent and Purchaser, and assuming due authorization, execution and delivery by the Company, is enforceable against them in accordance with its terms, subject to (a) Laws laws of general application relating to bankruptcy, insolvency and the relief of debtors and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. Parent and Purchaser have the corporate all necessary power and authority to execute and deliver this Agreement and to perform their respective obligations under this Agreementhereunder (including obligations relating to the issuance and delivery of the Initial Stock and Subsequent Stock) and thereunder; and the execution, delivery and performance by Parent and Purchaser of this Agreement and the consummation of the Transactions have been duly authorized by all necessary action on the part of Parent and Purchaser and their respective boards of directorsPurchaser, respectively. This Agreement constitutes the legal, valid and binding obligation of Parent and Purchaser, and assuming due authorization, execution and delivery by the Company, is enforceable against them Parent and Purchaser in accordance with its terms, subject to (a) Laws laws of general application relating to bankruptcy, insolvency and the relief of debtors debtors, and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. Parent and Purchaser have the corporate power and authority to execute and deliver and perform their obligations under this Agreement; and the execution, delivery and performance by Parent and Purchaser of this Agreement and the consummation of the Transactions have has been duly authorized by all necessary action on the part of Parent and Purchaser and their respective boards of directors. This Agreement constitutes the legal, valid and binding obligation of Parent and Purchaser, and and, assuming due authorization, execution and delivery by the Company, is enforceable against them in accordance with its terms, subject to (a) Laws laws of general application relating to bankruptcy, insolvency and the relief of debtors and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. Parent and Purchaser have the corporate power and authority to execute and deliver and perform their obligations under this Agreement; and the execution, delivery and performance by Parent and Purchaser of this Agreement and the consummation of the Transactions have been duly authorized by all necessary action on the part of Parent and Purchaser and their respective boards of directors. This Agreement constitutes the legal, valid and binding obligation obligations of Parent and Purchaser, and assuming due authorization, execution and delivery by the Company, is enforceable against them in accordance with its terms, subject to except as such enforceability may be limited by (a) Laws laws of general application relating to bankruptcy, insolvency and the relief of debtors and (b) rules of law and general principles of equity governing specific performance, injunctive relief and other equitable remedies.

Authority; Binding Nature of Agreement. Parent and Purchaser Xxxxxx Sub have the corporate power and authority to execute and deliver and perform their obligations under this Agreement; , and the execution, delivery and performance by Parent Xxxxxx and Purchaser Merger Sub of this Agreement and the consummation of the Transactions have been duly authorized by all necessary action on the part of Parent and Purchaser Merger Sub and their respective boards of directors. This Agreement constitutes the legal, valid and binding obligation of Parent and PurchaserMerger Sub, and assuming due authorization, execution and delivery by the Company, is enforceable against them in accordance with its terms, subject to (a) Laws of general application relating to bankruptcy, insolvency and the relief of debtors and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.