Common use of Authority; Non-Contravention; Approvals Clause in Contracts

Authority; Non-Contravention; Approvals. (a) Purchaser has all requisite corporate or similar power and authority to execute and deliver this Agreement and the Transaction Documents to which it is a party and to perform its obligations and the transactions contemplated by this Agreement and the Transaction Documents. The execution and delivery of this Agreement and the Transaction Documents and the performance by Purchaser of its obligations and the transactions contemplated by this Agreement and the Transaction Documents have been approved by the managing member of Purchaser, and no other corporate or other proceedings on the part of Purchaser are necessary to authorize the execution and delivery of this Agreement and the Transaction Documents by Purchaser and the performance by Purchaser of its obligations and the transactions contemplated by this Agreement and the Transaction Documents. This Agreement has been, and on the Closing Date the Transaction Documents will be, duly executed and delivered by Purchaser and, assuming the due authorization, execution and delivery of this Agreement and the Transaction Documents by Seller, constitute or upon their execution will constitute, legal, valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms.

Authority; Non-Contravention; Approvals. (a) Purchaser has all requisite corporate or similar power and authority to execute and deliver this Agreement and the Transaction Documents to which it is a party and to perform its obligations and the transactions contemplated by this Agreement and the Transaction Documents. The execution and delivery by Purchaser of this Agreement and the Transaction Documents and the performance by Purchaser of its obligations and the transactions contemplated by this Agreement and the Transaction Documents have been duly authorized and approved by the managing member Board of Purchaser, Directors of Purchaser and no other corporate or other actions or proceedings on the part of Purchaser or any other Person are necessary to authorize the execution and delivery of this Agreement and or the Transaction Documents by Purchaser and or the performance and consummation by Purchaser of its obligations and the transactions contemplated by this Agreement and the Transaction Documents. This Agreement has been, and on the Closing Date upon their execution the Transaction Documents will be, duly executed and delivered by Purchaser and, assuming the due authorization, execution and delivery of this Agreement and the Transaction Documents by Sellerthe Sellers and, constitute or with respect to the Escrow Agreement, the Escrow Agent, constitutes and upon their execution the Transaction Documents will constitute, legal, valid and binding obligations of Purchaser, Purchaser enforceable against Purchaser in accordance with their respective terms.

Authority; Non-Contravention; Approvals. (a) Each Purchaser has all requisite corporate or similar power and authority to execute and deliver this Agreement and the Transaction Documents to which it is a party to and to perform its obligations and the transactions contemplated by this Agreement and the Transaction DocumentsDocuments it is a party to. The execution and delivery of this Agreement and the Transaction Documents and the performance by each Purchaser of its obligations and the transactions contemplated by this Agreement and the Transaction Documents it is a party to have been approved by the managing member board of Purchaser, directors of such Purchaser and no other corporate or other proceedings on the part of such Purchaser are necessary to authorize the execution and delivery of this Agreement and or the Transaction Documents by Purchaser it is a party to and the performance by such Purchaser of its obligations and the transactions contemplated by this Agreement and the Transaction DocumentsDocuments it is a party to. This Agreement has been, and on upon their execution the Closing Date the applicable Transaction Documents will be, duly executed and delivered by each applicable Purchaser and, assuming the due authorization, execution and delivery of this Agreement and the Transaction Documents by Seller, constitute or Sellers constitutes and upon their execution the Transaction Documents will constitute, legal, valid and binding obligations of Purchaser, such Purchaser enforceable against Purchaser in accordance with their respective terms.

Authority; Non-Contravention; Approvals. (a) Purchaser has all requisite corporate or similar power and authority to execute and deliver this Agreement and the Transaction Documents to which it is a party and to perform its obligations and the transactions contemplated by this Agreement and the Transaction Documents. The execution and delivery of this Agreement and the Transaction Documents and the performance by Purchaser of its obligations and the transactions contemplated by this Agreement and the Transaction Documents have been approved by the managing member Board of Purchaser, Directors of Purchaser and no other corporate or other proceedings on the part of Purchaser are necessary to authorize the execution and delivery of this Agreement and or the Transaction Documents by Purchaser and the performance by Purchaser of its obligations and the transactions contemplated by this Agreement and the Transaction Documents. This Agreement has been, and on the Closing Date upon their execution the Transaction Documents will be, duly executed and delivered by Purchaser and, assuming the due authorization, execution and delivery of this Agreement and the Transaction Documents by Seller, constitute or constitutes and upon their execution the Transaction Documents will constitute, legal, valid and binding obligations of Purchaser, Purchaser enforceable against Purchaser in accordance with their respective terms.

Authority; Non-Contravention; Approvals. (a) Purchaser has all requisite corporate or similar power and authority to execute and deliver this Agreement and the Transaction Documents to which it is a party and to perform its obligations and the transactions contemplated by this Agreement and the Transaction Documents. The execution and delivery of this Agreement and the Transaction Documents and the performance by Purchaser of its obligations and the transactions contemplated by this Agreement and the Transaction Documents have been approved by the managing member Board of Directors and requisite shareholders of Purchaser, and no other corporate or other proceedings on the part of Purchaser are necessary to authorize the execution and delivery of this Agreement and or the Transaction Documents by Purchaser and the performance by Purchaser of its obligations and the transactions contemplated by this Agreement and the Transaction Documents. This Agreement has been, and on the Closing Date upon their execution the Transaction Documents will be, duly executed and delivered by Purchaser and, assuming the due authorization, execution and delivery of this Agreement and the Transaction Documents by SellerSeller constitutes, constitute or and upon their execution the Transaction Documents will constitute, legal, valid and binding obligations of Purchaser, Purchaser enforceable against Purchaser in accordance with their respective terms.

Authority; Non-Contravention; Approvals. (a) Purchaser has all requisite corporate or similar and other power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is will be a party and to perform its obligations and the transactions contemplated by this Agreement and the such other Transaction Documents. The execution and delivery of this Agreement and the other Transaction Documents to which Purchaser is a party and the performance by Purchaser of its obligations and the transactions contemplated by this Agreement and the such other Transaction Documents have been approved by all necessary corporate and other action on the managing member part of Purchaser, and no other corporate or other proceedings on the part of Purchaser are necessary to authorize the execution and delivery of this Agreement and or the other Transaction Documents by to which Purchaser is a party and the performance by Purchaser of its obligations and the transactions contemplated by this Agreement and the other Transaction DocumentsDocuments to which Purchaser is a party. This Agreement has been, and on upon their execution the Closing Date the other Transaction Documents to which Purchaser is a party will be, duly executed and delivered by Purchaser Purchaser, and, assuming the due authorization, execution and delivery of this Agreement and the such other Transaction Documents by Sellerthe Seller Parties and their respective Affiliates (as applicable), constitute or constitutes, and upon their execution such other Transaction Documents will constitute, legal, valid and binding obligations of Purchaser, Purchaser enforceable against Purchaser in accordance with their respective terms.

Authority; Non-Contravention; Approvals. (a) Purchaser Buyer has all requisite corporate or similar power and authority to execute and deliver this Agreement and the Transaction Documents to which it is a party and to perform its obligations and the transactions contemplated by this Agreement and the Transaction Documents. The execution and delivery by Buyer of this Agreement and the Transaction Documents and the performance by Purchaser Buyer of its obligations and the transactions contemplated by this Agreement and the Transaction Documents have been duly authorized and approved by the managing member Board of PurchaserDirectors and the requisite shareholders, of Buyer and no other corporate or other actions or proceedings on the part of Purchaser Buyer or any other Person are necessary to authorize the execution and delivery of this Agreement and or the Transaction Documents by Purchaser and or the performance and consummation by Purchaser Buyer of its obligations and the transactions contemplated by this Agreement and the Transaction Documents. This Agreement has been, and on the Closing Date upon their execution the Transaction Documents will be, duly executed and delivered by Purchaser Buyer and, assuming the due authorization, execution and delivery of this Agreement and the Transaction Documents by SellerSellers and, constitute or with respect to the Escrow Agreement, the Escrow Agent, constitutes and upon their execution the Transaction Documents will constitute, legal, valid and binding obligations of Purchaser, Buyer enforceable against Purchaser Buyer in accordance with their respective terms.

Authority; Non-Contravention; Approvals. (a) Purchaser has all requisite corporate or similar power and authority to execute and deliver this Agreement and the Transaction Documents to which it is a party and to perform its obligations and the transactions contemplated by this Agreement and the Transaction Documents. The execution and delivery of this Agreement and the Transaction Documents and the performance by Purchaser of its obligations and the transactions contemplated by this Agreement and the Transaction Documents have been approved by the managing member board of Purchaser, directors of Purchaser and no other corporate or other proceedings on the part of Purchaser are necessary to authorize the execution and delivery of this Agreement and or the Transaction Documents by Purchaser and the performance by Purchaser of its obligations and the transactions contemplated by this Agreement and the Transaction Documents. This Agreement has been, and on the Closing Date upon their execution the Transaction Documents will be, duly executed and delivered by Purchaser and, assuming the due authorization, execution and delivery of this Agreement and the Transaction Documents by Seller, constitute or constitutes and upon their execution the Transaction Documents will constitute, legal, valid and binding obligations of Purchaser, Purchaser enforceable against Purchaser in accordance with their respective terms.

Authority; Non-Contravention; Approvals. (a) Purchaser has all requisite corporate or similar power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to perform its obligations and the transactions contemplated by this Agreement and the other Transaction Documents. The execution and delivery of this Agreement and the other Transaction Documents and the performance by Purchaser of its obligations and the transactions contemplated by this Agreement and the other Transaction Documents have been approved by the managing member Board of Directors of Purchaser, and no other corporate or other proceedings on the part of Purchaser are necessary to authorize the execution and delivery of this Agreement and the other Transaction Documents by Purchaser and the performance by Purchaser of its obligations and the transactions contemplated by this Agreement and the other Transaction Documents. This Agreement has been, and on the Closing Date the Transaction Documents will be, duly executed and delivered by Purchaser and, assuming the due authorization, execution and delivery of this Agreement and the other Transaction Documents by Sellerthe Stockholders, constitute or upon their execution will constitute, legal, valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms.