Common use of Authority; Execution Clause in Contracts

Authority; Execution. Each Seller has full corporate power and authority to execute and deliver this Agreement and the Operative Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each Seller of this Agreement and the Operative Agreements to which it is a party, and the performance by each Seller of its obligations hereunder and thereunder, have been duly and validly authorized by its board of directors and its shareholders, no other corporate action on the part of such Seller or its shareholders being necessary. This Agreement has been duly and validly executed and delivered by each Seller and constitutes, and upon the execution and delivery by each Seller of the Operative Agreements to which such Seller is a party, such Operative Agreements, assuming the due authorization, execution and delivery of this Agreement and the Operative Agreements by Parent and Purchasers, will constitute legal, valid and binding obligations of each Seller enforceable against such Seller in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to creditors rights and to general principles of equity.

Authority; Execution. Each Seller has full corporate power and authority -------------------- to execute and deliver this Agreement and the Operative Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each Seller of this Agreement and the Operative Agreements to which it is a party, and the performance by each Seller of its obligations hereunder and thereunder, have been duly and validly authorized by its board of directors and (and, if required, its shareholders), no other corporate action on the part of such Seller or its shareholders being necessary. This Agreement has been duly and validly executed and delivered by each Seller and constitutes, and upon the execution and delivery by each Seller of the Operative Agreements to which such Seller is a party, such Operative Agreements, assuming the due authorization, execution and delivery of this Agreement and the Operative Agreements by Parent and PurchasersPurchaser, will constitute legal, valid and binding obligations of each Seller enforceable against such Seller party in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to creditors rights and to general principles of equity.

Authority; Execution. Each Seller has full corporate power and authority to execute and deliver this Agreement and the Operative Agreements to which it is a party, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery by each Seller of this Agreement and the other Operative Agreements to which it is a party, and the performance by each Seller of its obligations hereunder and thereunder, have been duly and validly authorized by all requisite action of its board Board of directors and its Directors and, if required, shareholders, no other corporate action on the part of such Seller or its shareholders being necessary. This Agreement has been duly and validly executed and delivered by each Seller and, assuming the due authorization, execution and delivery of this Agreement by the Seller, constitutes, and upon the execution and delivery by each Seller of the Operative Agreements to which such Seller it is a party, such Operative Agreements, assuming the due authorization, execution and delivery of this Agreement and the Operative Agreements by Parent and PurchasersPurchaser, will constitute constitute, legal, valid and binding obligations of each Seller enforceable against such Seller it in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to creditors rights and to general principles of equity.

Authority; Execution. Each Seller of Seller, Shareholder and Parent has full corporate power and authority to execute and deliver this Agreement and the Operative Agreements to which it is they are a party, to perform its their obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each Seller of Seller, Shareholder and Parent of this Agreement and the Operative Agreements to which it is they are a party, and the performance by each Seller of its Seller, Shareholder and Parent of their obligations hereunder and thereunder, have been duly and validly authorized by its board of directors and its shareholders, no other all requisite corporate action on the part of such Seller or its shareholders being necessaryaction. This Agreement has been duly and validly executed and delivered by each Seller of Seller, Shareholder and Parent and constitutes, and upon the execution and delivery by each Seller of Seller, Shareholder and Parent of the Operative Agreements to which such Seller is they are a party, such Operative Agreements, assuming the due authorization, execution and delivery of this Agreement and the Operative Agreements by Parent and PurchasersPurchaser, will constitute legal, valid and binding obligations of each Seller Seller, Shareholder and Parent enforceable against such Seller them in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to creditors rights and to general principles of equity.