Common use of Authority; Execution Clause in Contracts

Authority; Execution. Purchaser and each of the Designated Purchasers has (or, prior to the execution thereof, will have) all necessary power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is, or will be, 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 execution and delivery by Purchaser and each Designated Purchaser of each Ancillary Agreement to which it is, or will be, a party, the performance by Purchaser and each Designated Purchaser of its obligations hereunder and thereunder, and the consummation by Purchaser and each Designated Purchaser of the transactions contemplated hereby and thereby, have been (and in the case of each Ancillary Agreement to which Purchaser or a Designated Purchaser is, or will be, a party, will be, prior to the execution thereof), duly and validly authorized by all necessary corporate action of Purchaser and each Designated Purchaser and no other proceeding on the part of Purchaser or a Designated Purchaser is or will be necessary to authorize the execution and delivery of this Agreement or such Ancillary Agreement, the performance of any such Person’s obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Agreement to which Purchaser or a Designated Purchaser is, or will be, a party, at the time of its execution and delivery will be, duly and validly executed and delivered by Purchaser and such Designated Purchaser and, assuming the due authorization, execution and delivery by each other party thereto, will constitute a legal, valid and binding obligation of Purchaser and each Designated Purchaser enforceable against Purchaser and the Designated Purchaser in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles).

Authority; Execution. Purchaser and each of the Designated Purchasers (a) Each Seller has (or, prior to the execution thereof, will have) all necessary requisite corporate power and authority to execute and deliver this Agreement and each the Ancillary Agreement Agreements to which it is, or will be, is a party, to perform its obligations hereunder and thereunder party and to perform, carry out and consummate the transactions contemplated hereby and therebythereby and perform its obligations hereunder and thereunder. The execution and delivery by Purchaser each Seller of this Agreement and the execution and delivery by Purchaser and each Designated Purchaser of each Ancillary Agreement Agreements to which it is, or will be, is a party, the performance by Purchaser and each Designated Purchaser of its obligations hereunder and thereunder, party and the consummation by Purchaser and each Designated Purchaser Seller of the transactions contemplated hereby and thereby, thereby have been (and in the case of each Ancillary Agreement to which Purchaser or a Designated Purchaser is, or will be, a party, will be, prior to the execution thereof), duly and validly authorized by all necessary corporate action of Purchaser and each Designated Purchaser action, and no other proceeding on the part of Purchaser or a Designated Purchaser action is or will be necessary to authorize for the execution and delivery by each Seller of this Agreement or such and the Ancillary AgreementAgreements to which it is a party, the performance of any such Person’s obligations hereunder and thereunder and the consummation by it of the transactions contemplated hereby and thereby. This Agreement has been, and each of the Ancillary Agreement Agreements to which Purchaser or Shareholder and each Seller is a Designated Purchaser is, or will be, a party, at the time of its execution and delivery will be, party have been duly and validly executed and delivered by Purchaser Shareholder and such Designated Purchaser and, assuming each Seller. This Agreement and each of the due authorization, execution Ancillary Agreements to which Shareholder and delivery by each other Seller is a party thereto, will constitute a is the legal, valid and binding obligation of Purchaser and each Designated Purchaser such party, enforceable against Purchaser and the Designated Purchaser such party in accordance with its terms (their respective terms, except as such enforceability the same may be limited by bankruptcy, insolvency, fraudulent transferreorganization, moratorium and other laws relating to or affecting creditors’ rights generally and by general equity principles. (b) Shareholder and ▇▇▇▇ ▇▇▇▇▇ each have full power and authority to execute and deliver the Persona Agreement and to perform their respective obligations thereunder, and the Persona Agreement constitutes a valid and legally binding obligation of Shareholder and Negin, enforceable against them in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditor’s rights, creditors’ rights generally and to by general equitable equity principles).

Authority; Execution. Purchaser Each Asset Seller and each of the Designated Purchasers Target Entities has (or, in the case of Ancillary Agreements to which a Target Entity or an Asset Seller will be a party, prior to the execution thereof, will have) all necessary power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is, or will be, a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Purchaser Seller of this Agreement and the execution and delivery by Purchaser each Target Entity and each Designated Purchaser Asset Seller of each Ancillary Agreement to which it is, or will be, a party, the performance by Purchaser each Target Entity and each Designated Purchaser Asset Seller of its obligations hereunder and thereunder, and the consummation by Purchaser the Target Entities and each Designated Purchaser the Asset Sellers of the transactions contemplated hereby and thereby, have been (and in the case of each Ancillary Agreement to which Purchaser an Asset Seller or a Designated Purchaser Target Entity is, or will be, be a party, will be, prior to the execution thereof), ,) duly and validly authorized by all necessary corporate action of Purchaser each Asset Seller and each Designated Purchaser Target Entity, and no other proceeding on the part of Purchaser any Asset Seller or a Designated Purchaser Target Entity is or will be necessary to authorize the execution and delivery of this Agreement or such Ancillary Agreement, the performance of any such Person’s obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Agreement to which Purchaser any Asset Seller or a Designated Purchaser Target Entity is, or will be, a party, will be, at the time of its execution and delivery will bedelivery, duly and validly executed and delivered by Purchaser and such Designated Purchaser Asset Seller or Target Entity and, assuming the due authorization, execution and delivery by each other party thereto, will constitute a legal, valid and binding obligation of Purchaser and each Designated Purchaser such Asset Seller or Target Entity, enforceable against Purchaser and the Designated Purchaser such party in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles).

Authority; Execution. Purchaser Seller has full corporate power and each of -------------------- authority to execute and deliver this Agreement and the Designated Purchasers Operative Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Shareholder has (or, prior to the execution thereof, will have) all necessary full corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement the Operative Agreements to which it is, or will be, is a party, party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Purchaser Seller of this Agreement and the execution and delivery by Purchaser and each Designated Purchaser of each Ancillary Agreement Operative Documents to which it is, or will be, is a party, and the performance by Purchaser and each Designated Purchaser Seller of its obligations hereunder and thereunder, and the consummation by Purchaser and each Designated Purchaser of the transactions contemplated hereby and thereby, have been (and in the case of each Ancillary Agreement to which Purchaser or a Designated Purchaser is, or will be, a party, will be, prior to the execution thereof), duly and validly authorized by all necessary its board of directors, no other corporate action of Purchaser and each Designated Purchaser and no other proceeding on the part of Purchaser or a Designated Purchaser is or will be necessary to authorize the Seller being necessary. The execution and delivery by Shareholder of this Agreement or such Ancillary Agreementand the Operative Documents to which it is a party, and the performance by Shareholder of any such Person’s its obligations hereunder and thereunder thereunder, have been duly and validly authorized by its board of directors, no other corporate action on the consummation part of the transactions contemplated hereby and therebyShareholder being necessary. This Agreement has been, and each Ancillary Agreement to which Purchaser or a Designated Purchaser is, or will be, a party, at the time of its execution and delivery will be, been duly and validly executed and delivered by Purchaser Seller and Shareholder and constitutes, and upon the execution and delivery by Seller and Shareholder of the Operative Agreements to which Seller or Shareholder is a party, such Designated Purchaser andOperative Agreements, assuming the due authorization, execution and delivery of this Agreement and the Operative Documents by each other party theretoPurchaser, will constitute a legal, valid and binding obligation obligations of Purchaser Seller and each Designated Purchaser Shareholder enforceable against Purchaser and the Designated Purchaser such party in accordance with its terms their respective terms, except (except i) as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, fraudulent conveyance and other similar laws of general applicability relating application affecting enforcement of creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to or affecting creditor’s rights, equitable defenses and would be subject to general equitable principles)the discretion of the court before which any proceeding therefor may be brought.