Common use of Authority to Execute and Perform Agreement Clause in Contracts

Authority to Execute and Perform Agreement. (a) Parent and Sub have the power and authority to enter into, execute and deliver this Agreement and to perform fully their obligations hereunder and the transactions contemplated hereby. The Board of Directors of each of Parent and Sub has adopted and approved this Agreement and the transactions contemplated hereby. Parent, as the sole shareholder of Sub, has approved this Agreement and entry into the transactions contemplated hereby. No approval by Parent’s stockholders is required to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Sub and constitutes a valid and binding obligation, enforceable against them in accordance with its terms, except to the extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity.

Authority to Execute and Perform Agreement. (a) Parent and Merger Sub have the necessary corporate power and authority to enter into, execute and deliver this Agreement and to perform fully their obligations hereunder and to consummate the transactions contemplated hereby. The Board execution and delivery of Directors this Agreement by Parent and Merger Sub and the consummation of each the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and Sub has adopted and approved this Agreement and the transactions contemplated hereby. Parent, as the sole shareholder of Merger Sub, has approved this Agreement and entry into the transactions contemplated hereby. No approval by Parent’s stockholders is required to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding obligation of the other parties hereto, constitutes a valid and binding obligation, enforceable against them in accordance with its terms, except to the extent enforceability may be limited by that enforcement of the effect of applicable rights and remedies created hereby is subject to bankruptcy, insolvency, reorganization, insolvency, moratorium or and other Laws similar laws of general application affecting the enforcement rights and remedies of creditors’ rights generally creditors and the effect of to general principles of equity, equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law or in equityLaw).

Authority to Execute and Perform Agreement. (a) Parent and Sub have the necessary corporate power and authority to enter into, execute and deliver this Agreement and to perform fully their obligations hereunder and the transactions contemplated hereby. The Board execution and delivery of Directors this Agreement by Parent and Sub and the consummation of each the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and Sub has adopted and approved this Agreement and the transactions contemplated hereby. Parent, as the sole shareholder of Sub, has approved this Agreement and entry into the transactions contemplated hereby. No approval by Parent’s stockholders is required to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Sub and, assuming this Agreement constitutes the valid and binding obligation of the other parties hereto, constitutes a valid and binding obligation, enforceable against them in accordance with its terms, except to the extent enforceability may be limited by that enforcement of the effect of applicable rights and remedies created thereby is subject to bankruptcy, insolvency, reorganization, insolvency, moratorium or and other Laws similar laws of general application affecting the enforcement rights and remedies of creditors’ rights generally creditors and the effect of to general principles of equity, equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law or in equitylaw).