Common use of Authority; Execution and Delivery; and Enforceability Clause in Contracts

Authority; Execution and Delivery; and Enforceability. Purchaser has full power and authority to execute, deliver and perform this Agreement and each other Transaction Document to which it is, or is specified to be, a party and to consummate the Acquisition and the other Transactions. The execution, delivery and performance by Purchaser of this Agreement and each other Transaction Document to which it is, or is specified to be, a party and the consummation by Purchaser of the Acquisition and the other Transactions have been duly authorized by all necessary corporate action. Purchaser has duly executed and delivered this Agreement and prior to the Closing will have duly executed and delivered each other Transaction Document to which it is, or is specified to be, a party, and this Agreement constitutes, and each other Transaction Document to which it is, or is specified to be, a party will after the Closing constitute, its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject, as to enforceability, to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

Authority; Execution and Delivery; and Enforceability. The Purchaser has full power and authority to execute, deliver and perform execute this Agreement and each other Transaction Document the Ancillary Agreements to which it is, or is specified to be, a party and to consummate the Acquisition and the other Transactions. The execution, execution and delivery by the Purchaser hereof and performance by Purchaser of this Agreement and each other Transaction Document the Ancillary Agreements to which it is, or is specified to be, a party and the consummation by the Purchaser of the Acquisition and the other Transactions have been duly authorized by all necessary corporate action. The Purchaser has duly executed and delivered this Agreement and prior to at or before the First Closing will have duly executed and delivered each other Transaction Document Ancillary Agreement to which it is, or is specified to be, a party, and this Agreement constitutes, and each other Transaction Document Ancillary Agreement to which it is, or is specified to be, a party will after the First Closing constitute, its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject, except as to enforceability, to limited by Laws affecting the effects enforcement of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and generally, by general equitable principles (whether considered in a proceeding in equity or at law)by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought.

Authority; Execution and Delivery; and Enforceability. Each of Purchaser and Sub has full power and authority to execute, deliver and perform execute this Agreement and each other Transaction Document the Ancillary Agreements to which it is, or is specified to be, a party and to consummate the Acquisition Merger and the other Transactionstransactions contemplated hereby and thereby. The execution, execution and delivery and performance by Purchaser and Sub of this Agreement and each other Transaction Document the Ancillary Agreements to which it is, or is specified to be, a party and the consummation by Purchaser and Sub of the Acquisition Merger and the other Transactions transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action. Purchaser has and Sub have duly executed and delivered this Agreement and prior to the Closing will have duly executed and delivered each other Transaction Document Ancillary Agreement to which it is, or is specified to be, a party, and this Agreement constitutes, and each other Transaction Document Ancillary Agreement to which it is, or is specified to be, a party will after the Closing constitute, its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject, as to enforceability, subject to the effects effect, if any, of (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, fraudulent transfer, moratorium and or other similar laws relating to or affecting creditors’ the rights generally and or remedies of creditors or (ii) general equitable principles (of equity, whether considered in a proceeding in equity or at lawlaw (including the possible unavailability of specific performance or injunctive relief).

Authority; Execution and Delivery; and Enforceability. Purchaser has full power and authority to execute, deliver and perform execute this Agreement and each other the Transaction Document Documents to which it is, or is specified to be, a party and to consummate the Acquisition and the other Transactionstransactions contemplated hereby and thereby. The execution, execution and delivery and performance by Purchaser of this Agreement and each other the Transaction Document Documents to which it is, or is specified to be, a party and the consummation by Purchaser of the Acquisition and the other Transactions transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action. Purchaser has duly executed and delivered this Agreement and prior to the Closing will have duly executed and delivered each other Transaction Document to which it is, or is specified to be, a party, and this Agreement constitutes, and each other Transaction Document to which it is, or is specified to be, a party will after as of the Closing constitute, its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject, except as to enforceability, to the effects of such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar laws relating to now or hereafter in effect affecting the enforcement of creditors’ rights generally and except that the enforceability of Purchaser’s obligations is subject to general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authority; Execution and Delivery; and Enforceability. Purchaser has full power and authority to execute, deliver and perform execute this Agreement and each other Transaction Document the Ancillary Agreements to which it is, or is specified to be, a party and to consummate the Acquisition and the other Transactionstransactions contemplated hereby and thereby. The execution, execution and delivery and performance by Purchaser of this Agreement and each other Transaction Document the Ancillary Agreements to which it is, or is specified to be, a party and the consummation by Purchaser of the Acquisition and the other Transactions transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action. Purchaser has duly executed and delivered this Agreement and prior to the Closing will have duly executed and delivered each other Transaction Document Ancillary Agreement to which it is, or is specified to be, a party, and this Agreement constitutes, and each other Transaction Document Ancillary Agreement to which it is, or is specified to be, a party will after the Closing constitute, its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or similar law affecting creditors’ rights generally and subject, as to enforceability, to the effects effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authority; Execution and Delivery; and Enforceability. The Purchaser has full power and authority to execute, deliver and perform execute this Agreement and each other Transaction Document the Ancillary Agreements to which it is, or is specified to be, a party and to consummate the Acquisition and the other Transactions. The execution, execution and delivery by the Purchaser hereof and performance by Purchaser of this Agreement and each other Transaction Document the Ancillary Agreements to which it is, or is specified to be, a party and the consummation by the Purchaser of the Acquisition and the other Transactions have been duly authorized by all necessary corporate action. The Purchaser has duly executed and delivered this Agreement and prior to at or before the First Closing will have duly executed and delivered each other Transaction Document Ancillary Agreement to which it is, or is specified to be, a party, and this Agreement constitutes, and each other Transaction Document Ancillary Agreement to which it is, or is specified to be, a party will after the First Closing constitute, its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject, except as to enforceability, to limited by Laws affecting the effects enforcement of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and generally, by general equitable Table of Contents principles (whether considered in a proceeding in equity or at law)by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought.

Authority; Execution and Delivery; and Enforceability. Purchaser has full corporate power and authority to execute, deliver and perform execute this Agreement and each other Transaction Document the Ancillary Agreements to which it is, or is specified to be, a party and to consummate the Acquisition transactions contemplated hereby and the other Transactionsthereby. The execution, execution and delivery and performance by Purchaser of this Agreement and each other Transaction Document the Ancillary Agreements to which it is, or is specified to be, a party and the consummation by Purchaser of the Acquisition transactions contemplated hereby and the other Transactions thereby have been duly authorized by all necessary corporate action. Purchaser has duly executed and delivered this Agreement and prior to the Closing will have duly executed and delivered each other Transaction Document Ancillary Agreement to which it is, or is specified to be, a party, and this Agreement constitutes, and each other Transaction Document Ancillary Agreement to which it is, or is specified to be, a party will after the Closing constitute, its legal, valid and binding obligation, enforceable against it in accordance with its terms, terms (subject, as to enforceabilityenforcement, to the effects of applicable bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and other laws relating to reorganization or similar Laws affecting creditors’ rights generally and to general equitable principles (whether considered in a proceeding in equity or at lawprinciples).