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

Authority to Execute and Perform Agreements. The Company has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement and all other agreements, documents and instruments contemplated herein to which it is a party and to perform fully its obligations hereunder and thereunder. The execution and delivery of this Agreement and the agreements, documents and instruments contemplated herein to which the Company is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been or will be duly and validly authorized by all necessary individuals and corporate actions, and no other proceedings on the part of the Company are necessary to authorize the execution, delivery and performance of this Agreement and the agreements, documents and instruments contemplated herein or to consummate any of the transactions contemplated therein. This Agreement and the agreements, documents and instruments contemplated herein have all been or will be duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other Parties hereto, are the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as may be limited by bankruptcy, moratorium, insolvency, fraudulent conveyance, reorganization, or other similar laws generally affecting the enforcement of creditors’ rights and general equitable principles.

Authority to Execute and Perform Agreements. The Company has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement Agreement, the Escrow Agreement, and all the other agreements, documents and instruments contemplated herein Transaction Documents to which it is a party and to perform fully its obligations hereunder and thereunder. The execution and delivery of this Agreement and the agreements, documents and instruments contemplated herein Transaction Documents to which the Company it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary action on the part of the Company. No other or further company act on the part of the Company is necessary to authorize this Agreement or the other Transaction Documents to which it is a party to be executed and delivered by the Company pursuant hereto or thereto or the consummation by the Company of the transactions contemplated hereby and thereby have been or will be duly and validly authorized by all necessary individuals and corporate actions, and no other proceedings on the part of the Company are necessary to authorize the execution, delivery and performance of this Agreement and the agreements, documents and instruments contemplated herein or to consummate any of the transactions contemplated thereinthereby. This Agreement constitutes, and the agreementsother Transaction 16 NY\7370590.17 Documents to which it is a party, documents and instruments contemplated herein have all been or will be when duly executed and delivered by the Company andpursuant hereto or thereto, assuming the due authorizationwill constitute, execution and delivery by the other Parties hereto, are the valid and binding obligations of the Company Company, enforceable against the Company in accordance with their respective terms, except as to the extent that enforceability thereof may be limited by bankruptcy, moratoriuminsolvency, insolvencyreorganization, fraudulent conveyance, reorganization, or moratorium and other similar laws generally Laws and Regulations affecting the enforcement of creditors’ rights generally and subject, as to enforceability, to general equitable principlesprinciples of equity.

Authority to Execute and Perform Agreements. The Company has the full legal right and all requisite corporate power and all authority and approval required to (a) enter into, execute and deliver this Agreement and all the other agreementsagreements which this Agreement provides that the Company shall enter into, documents execute or deliver (collectively, the "Company Transaction Documents") and instruments contemplated herein to which it is a party and to (b) perform fully its obligations hereunder and thereunder. The execution and delivery of this Agreement and the agreements, documents and instruments contemplated herein to which the Company is a party Transaction Documents and the consummation by the Company of the transactions contemplated hereby and thereby have been or will be duly and validly authorized by all necessary individuals and corporate actionsthe Board of Directors of the Company. Except for the approval of the Merger by stockholders of the Company, and no other proceedings action on the part of the Company are is necessary to authorize the execution, delivery and performance of this Agreement and the agreements, documents and instruments contemplated herein or to consummate any of the transactions contemplated thereinby this Agreement. This Agreement has been duly and the agreements, documents and instruments contemplated herein have all been or will be duly validly executed and delivered by the Company andand constitutes, and when executed and delivered by the Company each of the Company Transaction Documents will constitute, assuming the due authorization, execution and delivery by the other Parties heretoStockholders, are or any of them, Buyer or Acquisition Sub, as applicable, the legal, valid and binding obligations obligation of the Company Company, enforceable against the Company in accordance with their its terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally affecting the enforcement of creditors’ rights and by general equitable principlesprinciples (regardless of whether enforceability is considered in a proceeding in equity or at law).