Common use of Authority for this Agreement Clause in Contracts

Authority for this Agreement. Each of Parent and Purchaser has all requisite entity power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Purchaser have been duly and validly authorized by all necessary entity action on the part of each of Parent and Purchaser, and no other entity proceedings on the part of Parent and Purchaser are necessary to authorize this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Purchaser and, assuming the due authorization, execution and delivery by the Stockholders, constitutes a legal, valid and binding obligation of each of Parent and Purchaser, enforceable against each of Parent and Purchaser in accordance with its terms, subject to the Enforceability Limitations.

Authority for this Agreement. Each of Parent and Purchaser Merger Sub has all requisite entity power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Purchaser Merger Sub have been duly and validly authorized by all necessary entity action on the part of each of Parent and PurchaserMerger Sub, and no other entity proceedings on the part of Parent and Purchaser Merger Sub are necessary to authorize this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Purchaser Merger Sub and, assuming the due authorization, execution and delivery by the StockholdersStockholder, constitutes a legal, valid and binding obligation of each of Parent and PurchaserMerger Sub, enforceable against each of Parent and Purchaser Merger Sub in accordance with its terms, subject to the Enforceability LimitationsBankruptcy, Equity and Indemnity Exception.

Authority for this Agreement. Each of Parent and Purchaser has all requisite entity power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Purchaser have been duly and validly authorized by all necessary entity action on the part of each of Parent and Purchaser, and no other entity proceedings on the part of Parent and Purchaser are necessary to authorize this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Purchaser and, assuming the due authorization, execution and delivery by the StockholdersStockholder, constitutes a legal, valid and binding obligation of each of Parent and Purchaser, enforceable against each of Parent and Purchaser in accordance with its terms, subject to the Enforceability Limitationsbankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general principals of equity.

Authority for this Agreement. Each of Parent and Purchaser has all requisite entity power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Purchaser have been duly and validly authorized by all necessary entity corporate action on the part of each of Parent and Purchaser, and no other entity corporate proceedings on the part of Parent and Purchaser are necessary to authorize this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Purchaser and, assuming the due authorization, execution and delivery by the StockholdersStockholder, constitutes a the legal, valid and binding obligation of each of Parent and Purchaser, enforceable against each of Parent and Purchaser in accordance with its terms, subject to except as enforceability may be limited by the Enforceability LimitationsExceptions.

Authority for this Agreement. Each of Parent and Purchaser has all requisite entity necessary power and authority to execute, execute and deliver and perform its obligations under this Agreement and to consummate the transactions contemplated herebyperform its obligations hereunder. The execution and delivery of this Agreement by each of Parent and Purchaser have been duly and validly authorized by all necessary entity corporate action on the part of each of Parent and Purchaser, and no other entity corporate proceedings on the part of Parent and or Purchaser are necessary to authorize this Agreement. This Agreement has been duly and validly executed and delivered by each of Parent and Purchaser and, assuming the due authorization, execution execution, and delivery hereof by the StockholdersStockholder, constitutes a legal, valid valid, and binding obligation of each of Parent and Purchaser, enforceable against each of Parent and Purchaser in accordance with its terms, subject to the Enforceability LimitationsBankruptcy and Equity Exception.

Authority for this Agreement. Each of Parent and Purchaser has all requisite entity power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent Xxxxxx and Purchaser have been duly and validly authorized by all necessary entity action on the part of each of Parent and Purchaser, and no other corporate or other entity proceedings on the part of Parent and Purchaser are necessary to authorize this Agreement. This Agreement has been duly and validly executed and delivered by Parent Xxxxxx and Purchaser and, assuming the due authorization, execution and delivery by the StockholdersStockholder, constitutes a legal, valid and binding obligation of each of Parent and Purchaser, enforceable against each of Parent and Purchaser in accordance with its terms, subject to the Enforceability LimitationsExceptions.

Authority for this Agreement. Each of Parent and Purchaser has all requisite entity power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent Xxxxxx and Purchaser have been duly and validly authorized by all necessary entity action on the part of each of Parent and Purchaser, and no other entity proceedings on the part of Parent and Purchaser are necessary to authorize this Agreement. This Agreement has been duly and validly executed and delivered by Parent Xxxxxx and Purchaser and, assuming the due authorization, execution and delivery by the Stockholdersother parties hereto, constitutes a legal, valid and binding obligation of each of Parent and Purchaser, enforceable against each of Parent and Purchaser in accordance with its terms, subject to the Enforceability Limitations.

Authority for this Agreement. Each of Parent and Purchaser has all requisite entity power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Purchaser have been duly and validly authorized by all necessary entity action on the part of each of Parent and Purchaser, and no other entity proceedings on the part of Parent and Purchaser are necessary to authorize this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Purchaser and, assuming the due authorization, execution and delivery by the StockholdersStockholder, constitutes a legal, valid and binding obligation of each of Parent and Purchaser, enforceable against each of Parent and Purchaser in accordance with its terms, subject to the Enforceability LimitationsBankruptcy and Equity Exception.