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

Authority; Binding Nature of Agreements. The Purchaser and each of its Affiliates has right, power and authority to enter into, deliver and to perform its obligations under each of the Transactional Agreements to which it is or may become a party; and the execution, delivery and performance by the Purchaser and each of its Affiliates of the Transactional Agreements to which it is or may become a party have been duly authorized by all necessary action on the part of the Purchaser (or such Affiliate) and its board of directors. Neither the Purchaser nor any Affiliate of the Purchaser is required to obtain the approval of its stockholders in connection with the execution, delivery and performance of any of the Transactional Agreements. This Agreement constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to: subject to: (a) Legal Requirements of general application relating to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other Legal Requirements from time to time in effect relating to creditors’ rights; and (b) remedies generally and general principles of equity. Upon the execution by the Purchaser or any Affiliate of the Purchaser of each other Transactional Agreement to which the Purchaser or any Affiliate of the Purchaser is a party, such Transactional Agreement will constitute the legal, valid and binding obligation of the Purchaser (or such Affiliate), and will be enforceable against the Purchaser (or such Affiliate) in accordance with its terms, subject to: (i) Legal Requirements of general application relating to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other Legal Requirements from time to time in effect relating to creditors’ rights; and (ii) remedies generally and general principles of equity.

Authority; Binding Nature of Agreements. The Purchaser Seller and each of its the Seller’s Affiliates has the right, power and authority to enter into, deliver and to perform its respective obligations under each of the Transactional Agreements to which it is or may become a partyparty (including all right, power, capacity and authority to sell, transfer, convey and surrender the Transferred Assets as provided by this Agreement); and the execution, delivery and performance by the Purchaser Seller and each of its the Seller’s Affiliates of the Transactional Agreements to which it is or may become a party have been duly authorized by all necessary action on the part of the Purchaser Seller (or such Affiliate) and its their respective board of directors. Neither the Purchaser nor directors as required by any Affiliate of the Purchaser is required to obtain the approval of its stockholders in connection with the executionLegal Requirement, delivery and performance of including any of the Transactional Agreementsapplicable Constituent Document. This Agreement constitutes the legal, valid and binding obligation of the PurchaserSeller, enforceable against the Purchaser Seller in accordance with its terms, subject to: subject to: (a) Legal Requirements of general application relating to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other Legal Requirements from time to time in effect relating to creditors’ rights; and (b) remedies generally and general principles of equity. Upon the execution by the Purchaser Seller or any Affiliate of the Purchaser Seller of each other Transactional Agreement to which the Purchaser Seller or any Affiliate of the Purchaser Seller is a party, such Transactional Agreement will constitute the legal, valid and binding obligation of the Purchaser (Seller or such Affiliate)Affiliate of the Seller, as the case may be, and will be enforceable against the Purchaser (Seller or such Affiliate) Affiliate of the Seller, as the case may be, in accordance with its terms, subject to: (ia) Legal Requirements of general application relating to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other Legal Requirements from time to time in effect relating to creditors’ rights; and (iib) remedies generally and general principles of equity.

Authority; Binding Nature of Agreements. The Purchaser and each of its Affiliates Company has all necessary right, power and authority to enter into, deliver into and to perform its obligations under each this Agreement, except that consummation of the Transactional Agreements Merger is subject to which it is or may become a party; and obtaining the execution, delivery and performance by the Purchaser and each Required Company Shareholder Vote. The board of its Affiliates directors of the Transactional Agreements Company, at a meeting duly called and held, pursuant to which it a unanimous vote of all its members, has (i) determined that the Merger is or may become a party have been duly authorized by all necessary action on fair and in the part best interests of the Purchaser (or such Affiliate) and its board of directors. Neither the Purchaser nor any Affiliate holders of the Purchaser Company Shares, and that, taking the Company’s financial situation into account, there is required no reasonable concern that in consequence of the Merger the Surviving Corporation will not be able to obtain meet the approval of Company’s obligations to its stockholders in connection with creditors existing immediately prior to the Closing, (ii) authorized, approved and declared advisable the execution, delivery and performance of this Agreement, and all the transactions contemplated by this Agreement and any of the Transactional Agreementsother agreements referenced in this Agreement (to the extent applicable to the Company), by the Company, (iii) approved and declared advisable the Merger, and (iv) recommended the approval of the Merger by the holders of Company Shares and directed that the Company take all action required to submit the Merger for consideration by the Company’s shareholders at the Company General Meeting, in each case in accordance with the provisions of the Israeli Companies Law. No separate approval of the audit committee of the Company’s board of directors or any other committee or organ of the Company or its board of directors is necessary in connection with the Merger or any of the other transactions contemplated by this Agreement. This Agreement constitutes the legal, valid and binding obligation obligations of the PurchaserCompany, enforceable against the Purchaser Company in accordance with its terms, subject to: subject to: to (ai) Legal Requirements laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors, reorganization, moratorium, fraudulent conveyance or other Legal Requirements from time to time in effect relating to creditors’ rights; and (b) remedies generally and general principles of equity. Upon the execution by the Purchaser or any Affiliate of the Purchaser of each other Transactional Agreement to which the Purchaser or any Affiliate of the Purchaser is a party, such Transactional Agreement will constitute the legal, valid and binding obligation of the Purchaser (or such Affiliate), and will be enforceable against the Purchaser (or such Affiliate) in accordance with its terms, subject to: (i) Legal Requirements of general application relating to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other Legal Requirements from time to time in effect relating to creditors’ rights; and (ii) remedies generally rules of law governing specific performance, injunctive relief and general principles of equityother equitable remedies.

Authority; Binding Nature of Agreements. The Purchaser Seller, the Company and each of its the Seller’s Affiliates has the right, power and authority to enter into, deliver and to perform its respective obligations under each of the Transactional Agreements to which it is or may become a partyparty (including all right, power, capacity and authority to sell, transfer, convey and surrender the Transferred Assets and Shares as provided by this Agreement); and the execution, delivery and performance by the Purchaser Seller, the Company and each of its the Seller’s Affiliates of the Transactional Agreements to which it is or may become a party have been duly authorized by all necessary action on the part of the Purchaser Seller (or such AffiliateAffiliate or Company) and its their respective board of directors. Neither the Purchaser nor directors as required by any Affiliate of the Purchaser is required to obtain the approval of its stockholders in connection with the executionLegal Requirement, delivery and performance of including any of the Transactional Agreementsapplicable Constituent Document. This Agreement constitutes the legal, valid and binding obligation of the PurchaserSeller, enforceable against the Purchaser Seller in accordance with its terms, subject to: subject to: (a) Legal Requirements of general application relating to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other Legal Requirements from time to time in effect relating to creditors’ rights; and (b) remedies generally and general principles of equity. Upon the execution by the Purchaser Seller, the Company or any Affiliate of the Purchaser Seller of each other Transactional Agreement to which the Purchaser Seller, the Company or any Affiliate of the Purchaser Seller is a party, such Transactional Agreement will constitute the legal, valid and binding obligation of the Purchaser (Seller, the Company or such Affiliate)Affiliate of the Seller, as the case may be, and will be enforceable against the Purchaser (Seller, the Company or such Affiliate) Affiliate of the Seller, as the case may be, in accordance with its terms, subject to: (ia) Legal Requirements of general application relating to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other Legal Requirements from time to time in effect relating to creditors’ rights; and (ii) remedies generally and general principles of equity.Legal