Common use of Authority; Binding Nature Clause in Contracts

Authority; Binding Nature. Each of Parent, Merger Sub and the Company has all requisite power and authority to (i) execute and deliver this Agreement, (ii) perform its covenants and obligations hereunder and (iii) consummate the transactions contemplated hereby to be consummated by it. The execution and delivery of this Agreement by each of Parent, Merger Sub and the Company, the performance of each of their covenants and obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Parent, Merger Sub and the Company, and no additional actions are necessary to authorize (A) the execution and delivery of this Agreement by Pxxxxx, Merger Sub and the Company; (B) the performance by each of Parent, Merger Sub and the Company of its covenants and obligations hereunder; or (C) the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent, Merger Sub and the Company (assuming due authorization, execution and delivery by the Stockholders) constitutes a valid and binding obligation of Parent, Merger Sub and the Company, enforceable against Parent, Merger Sub and the Company in accordance with its terms, except that such enforceability may be limited by the Bankruptcy and Equity Exception.

Authority; Binding Nature. Each of Parent, Merger Sub and the Company and Parent has all requisite power and authority to (i) execute and deliver this Agreement, (ii) perform its covenants and obligations hereunder and (iii) consummate the transactions contemplated hereby to be consummated by it. The execution and delivery of this Agreement by each of the Company and Parent, Merger Sub and the Company, the performance of each of their covenants and obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Company and Parent, Merger Sub and the Company, and no additional actions are necessary to authorize (A) the execution and delivery of this Agreement by Pxxxxx, Merger Sub and the CompanyCompany or Parent; (B) the performance by each of Parent, Merger Sub and the Company and Parent of its covenants and obligations hereunder; or (C) the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent, Merger Sub and the Company and Parent (assuming due authorization, execution and delivery by the StockholdersStockholder) constitutes a valid and binding obligation of the Company and Parent, Merger Sub and the Company, enforceable against Parent, Merger Sub and the Company and Parent in accordance with its terms, except that such enforceability may be limited by the Bankruptcy and Equity Exception.

Authority; Binding Nature. Each of Parent, Tempranillo and Merger Sub and the Company has all requisite power and authority to (i) execute and deliver this Agreement, (ii) perform its covenants and obligations hereunder and (iii) consummate the transactions contemplated hereby to be consummated by it. The execution and delivery of this Agreement by each of Parent, Tempranillo and Merger Sub and the CompanySub, the performance of each of their covenants and obligations hereunder and the consummation by each of them of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Parent, Tempranillo and Merger Sub and the CompanySub, and no additional actions are necessary to authorize (A) the execution and delivery of this Agreement by Pxxxxx, Tempranillo and Merger Sub and the CompanySub; (B) the performance by each of Parent, Tempranillo and Merger Sub and the Company of its covenants and obligations hereunder; or (C) the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent, Tempranillo and Merger Sub and the Company (assuming due authorization, execution and delivery by the Stockholders) constitutes a valid and binding obligation of Parent, Tempranillo and Merger Sub and the CompanySub, enforceable against Parent, Tempranillo and Merger Sub and the Company in accordance with its terms, except that such enforceability may be limited by the Bankruptcy and Equity ExceptionExceptions.

Authority; Binding Nature. Each of Parent, Parent and Merger Sub and the Company has all requisite power and authority to (i) execute and deliver this Agreement, (ii) perform its covenants and obligations hereunder and (iii) consummate the transactions contemplated hereby to be consummated by it. The execution and delivery of this Agreement by each of Parent, Parent and Merger Sub and the CompanySub, the performance of each of their covenants and obligations hereunder and the consummation by each of them of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Parent, Parent and Merger Sub and the CompanySub, and no additional actions are necessary to authorize (A) the execution and delivery of this Agreement by Pxxxxx, Parent or Merger Sub and the CompanySub; (B) the performance by each of Parent, Parent and Merger Sub and the Company of its covenants and obligations hereunder; or (C) the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent, Merger Xxxxxx and Xxxxxx Sub and the Company (assuming due authorization, execution and delivery by the Stockholders) constitutes a valid and binding obligation of Parent, Parent and Merger Sub and the CompanySub, enforceable against Parent, Parent and Merger Sub and the Company in accordance with its terms, except that such enforceability may be limited by the Bankruptcy and Equity Exception.

Authority; Binding Nature. Each of Parent, Merger Sub and the Company has all requisite power and authority to (i) execute and deliver this Agreement, (ii) perform its covenants and obligations hereunder and (iii) consummate the transactions contemplated hereby to be consummated by it. The execution and delivery of this Agreement by each of Parent, Merger Sub and the Company, the performance of each of their covenants and obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Parent, Merger Sub and the Company, and no additional actions are necessary to authorize (A) the execution and delivery of this Agreement by PxxxxxXxxxxx, Merger Sub and the Company; (B) the performance by each of Parent, Merger Sub and the Company of its covenants and obligations hereunder; or (C) the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent, Merger Sub and the Company (assuming due authorization, execution and delivery by the Stockholders) constitutes a valid and binding obligation of Parent, Merger Sub and the Company, enforceable against Parent, Merger Sub and the Company in accordance with its terms, except that such enforceability may be limited by the Bankruptcy and Equity Exception.