Common use of Authorization; Binding Agreement Clause in Contracts

Authorization; Binding Agreement. If such Stockholder is not an individual, such Stockholder is duly organized and validly existing in good standing under the Laws of the jurisdiction in which it is incorporated or constituted and the consummation of the transactions contemplated hereby are within such Stockholder’s entity powers and have been duly authorized by all necessary entity actions on the part of such Stockholder, and such Stockholder has full power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. If such Stockholder is an individual, such Stockholder has full legal capacity, right and authority to execute and deliver this Agreement and to perform such Stockholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes a valid and binding obligation of such Stockholder enforceable against such Stockholder in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and to general equity principles). If such Stockholder is married, and any of the Subject Shares of such Stockholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly executed and delivered by such Stockholder’s spouse and is enforceable against such Stockholder’s spouse in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and to general equity principles).

Authorization; Binding Agreement. If such Stockholder is not an individual, such Stockholder is duly organized and validly existing in good standing (where such concept is recognized) under the Laws of the jurisdiction in which it is incorporated or constituted and the consummation of the transactions contemplated hereby are within such Stockholder’s entity powers and have been duly authorized by all necessary entity actions on the part of such Stockholder, and such Stockholder has full all requisite entity power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. If such Stockholder is an individual, such Stockholder has full all requisite legal capacity, right and authority to execute and deliver this Agreement and to perform such Stockholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and, assuming the due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Stockholder Stockholder, enforceable against such Stockholder in accordance with its terms (except as enforceability may be limited by applicable bankruptcyterms, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general equity principles)the Enforceability Limitations. If such Stockholder is married, and any of the such Stockholder’s Subject Shares of such Stockholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Stockholder’s spouse and, assuming the due authorization, execution and is delivery by Parent, constitutes a legal, valid and binding obligation of such Stockholder’s spouse, enforceable against such Stockholder’s spouse in accordance with its terms (except as enforceability may be limited by applicable bankruptcyterms, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general equity principles)the Enforceability Limitations.

Authorization; Binding Agreement. If such Stockholder is not an individual, such Stockholder is duly organized and validly existing in good standing (where such concept is recognized) under the Laws of the jurisdiction in which it is incorporated or constituted and the consummation of the transactions contemplated hereby are within such Stockholder’s entity powers and have been duly authorized by all necessary entity actions on the part of such Stockholder, and such Stockholder has full all requisite entity power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. If such Stockholder is an individual, such Stockholder has full all requisite legal capacity, right and authority to execute and deliver this Agreement and to perform such Stockholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and, assuming the due authorization, execution and delivery by Parent and Purchaser, constitutes a legal, valid and binding obligation of such Stockholder Stockholder, enforceable against such Stockholder in accordance with its terms (except as enforceability may be limited by applicable bankruptcyterms, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general equity principles)the Enforceability Limitations. If such Stockholder is married, and any of the such Stockholder’s Subject Shares of such Stockholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Stockholder’s spouse and, assuming the due authorization, execution and is delivery by Parent and Purchaser, constitutes a legal, valid and binding obligation of such Stockholder’s spouse, enforceable against such Stockholder’s spouse in accordance with its terms (except as enforceability may be limited by applicable bankruptcyterms, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general equity principles)the Enforceability Limitations.

Authorization; Binding Agreement. If such Stockholder is not an individual, such (a) Stockholder is duly organized and validly existing in good standing under the Laws of the jurisdiction in which it is incorporated or constituted and constituted, (b) the consummation of the transactions contemplated hereby are within such Stockholder’s entity powers and have been duly authorized by all necessary entity actions on the part of such Stockholder, and such (c) Stockholder has full power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. If such Stockholder is an individual, such Stockholder has full legal capacity, right and authority to execute and deliver this Agreement and to perform such Stockholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and, assuming due authorization, execution and delivery by Parent and Purchaser, constitutes a valid and binding obligation of such Stockholder enforceable against such Stockholder in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and to general equity principles). If such Stockholder is married, and any of the Subject Shares of such Stockholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly executed and delivered by such Stockholder’s spouse and is enforceable against such Stockholder’s spouse in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and to general equity principles).

Authorization; Binding Agreement. If such Stockholder is not an individual, such Stockholder is duly organized and validly existing in good standing under the Laws of the jurisdiction in which it is incorporated or constituted and the consummation of the transactions contemplated hereby are within such Stockholder’s entity powers and have been duly authorized by all necessary entity actions on the part of such Stockholder, and such Stockholder has full power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. If such Stockholder is an individual, such Stockholder has full legal capacity, right and authority to execute and deliver this Agreement and to perform such Stockholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes a valid and binding obligation of such Stockholder enforceable against such Stockholder in accordance with its terms (except as enforceability may be limited by applicable terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or other laws affecting creditors’ rights generally and to general equitable principles (whether considered in a proceeding in equity principlesor at law). If such Stockholder is married, and any of the Subject Shares of such Stockholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly executed and delivered by such Stockholder’s spouse and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, is enforceable against such Stockholder’s spouse in accordance with its terms (except as enforceability may be limited by applicable terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or other laws affecting creditors’ rights generally and to general equitable principles (whether considered in a proceeding in equity principlesor at law).

Authorization; Binding Agreement. If such Stockholder is not an individual, such Stockholder is duly organized and validly existing in good standing under the Laws of the jurisdiction in which it is incorporated or constituted and the consummation of the transactions contemplated hereby are within such Stockholder’s entity powers and have been duly authorized by all necessary entity actions on the part of such Stockholder, and such Stockholder has full power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. If such Stockholder is an individual, such Stockholder has full legal capacity, right and authority to execute and deliver this Agreement and to perform such Stockholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes a valid and binding obligation of such Stockholder enforceable against such Stockholder in accordance with its terms (except as enforceability may be limited by applicable terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or other laws affecting creditors’ rights generally and to general equitable principles (whether considered in a proceeding in equity principlesor at law) (the “Enforceability Exceptions”). If such Stockholder is married, and any of the Subject Shares of such Stockholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly executed and delivered by such Stockholder’s spouse and, assuming the due authorization, execution and delivery hereof by Parent and Purchaser, is enforceable against such Stockholder’s spouse in accordance with its terms (except as enforceability may be limited by applicable bankruptcyterms, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general equity principles)the Enforceability Exceptions.

Authorization; Binding Agreement. If such Stockholder is not an individual, such Stockholder is duly organized and validly existing in good standing (where such concept is recognized) under the Laws of the jurisdiction in which it is incorporated or constituted and the consummation of the transactions contemplated hereby are within such Stockholder’s entity powers and have been duly authorized by all necessary entity actions on the part of such Stockholder, and such Stockholder has full all requisite entity power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. If such Stockholder is an individual, such Stockholder has full all requisite legal capacity, right and authority to execute and deliver this Agreement and to perform such Stockholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and, assuming the due authorization, execution and delivery by Parent constitutes a legal, valid and binding obligation of such Stockholder Stockholder, enforceable against such Stockholder in accordance with its terms (except as enforceability may be limited by applicable bankruptcyterms, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general equity principles)the Enforceability Limitations. If such Stockholder is an individual and is married, and any of the Subject such Stockholder’s Shares of such Stockholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Stockholder’s spouse and, assuming the due authorization, execution and is delivery by Parent, constitutes a legal, valid and binding obligation of such Stockholder’s spouse, enforceable against such Stockholder’s spouse in accordance with its terms (except as enforceability may be limited by applicable bankruptcyterms, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general equity principles)the Enforceability Limitations.

Authorization; Binding Agreement. If such Stockholder is not an individual, such Stockholder is duly organized and validly existing in good standing under the Laws of the jurisdiction in which it is incorporated or constituted and the consummation of the transactions contemplated hereby are within such Stockholder’s entity powers and have been duly authorized by all necessary entity actions on the part of such Stockholder, and such Stockholder has full power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. If such Stockholder is an individual, such Stockholder has full legal capacity, right and authority to execute and deliver this Agreement and to perform such Stockholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes a valid and binding obligation of such Stockholder enforceable against such Stockholder in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or and other similar laws affecting or relating to creditors’ rights generally and to general principles of equity principles(the “Enforceability Limitations”). If such Stockholder is married, and any of the Subject Shares of such Stockholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly executed and delivered by such Stockholder’s spouse and is enforceable against such Stockholder’s spouse in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and to general equity principles)the Enforceability Limitations.

Authorization; Binding Agreement. If such Stockholder is not an individual, such Stockholder is duly organized and organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is incorporated or constituted of its organization and the consummation of the transactions contemplated hereby are within such Stockholder’s entity powers and have been duly authorized by all necessary entity actions on the part of such Stockholder, and such Stockholder has full the requisite corporate power and authority to execute, enter into and deliver and perform this Agreement and to consummate the transactions contemplated hereby. If such Stockholder is an individual, such Stockholder has full legal capacity, right and authority to execute and deliver this Agreement and to perform such Stockholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and, assuming due authorization, execution and delivery by Purchaser and Parent, constitutes a valid and binding obligation of such Stockholder Stockholder, enforceable against such Stockholder in accordance with its terms (except as enforceability may be limited by applicable terms, subject to bankruptcy, insolvency, reorganization, moratorium or other laws similar Laws affecting creditors’ the enforcement of creditors rights generally and to equitable principles of general equity principles)applicability. If such Stockholder is married, and any of the Subject Shares of such Stockholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly executed and delivered by such Stockholder’s spouse and is enforceable against such Stockholder’s spouse in accordance with its terms (except as enforceability may be limited by applicable terms, subject to bankruptcy, insolvency, reorganization, moratorium or other laws similar Laws affecting creditors’ the enforcement of creditors rights generally and to equitable principles of general equity principles)applicability.

Authorization; Binding Agreement. If such Stockholder is not an individual, such Stockholder is duly organized and validly existing in good standing under the Laws of the jurisdiction in which it is incorporated or constituted and the consummation of the transactions contemplated hereby are within such Stockholder’s entity powers and have been duly authorized by all necessary entity actions on the part of such Stockholder, and such Stockholder has full power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. If such Stockholder is an individual, such Stockholder has full legal capacity, right and authority to execute and deliver this Agreement and to perform such Stockholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes a valid and binding obligation of such Stockholder enforceable against such Stockholder in accordance with its terms (except as enforceability may be limited by applicable terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or other laws affecting creditors’ rights generally and to general equitable principles (whether considered in a proceeding in equity principlesor at law). If such Stockholder is married, and any of the Subject Shares of such Stockholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement a spousal consent substantially in the form attached as Exhibit A hereto has been duly executed and delivered by such Stockholder’s spouse and, assuming the due authorization, execution and delivery hereof by Parent and Purchaser, is enforceable against such Stockholder’s spouse in accordance with its terms (except as enforceability may be limited by applicable terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or other laws affecting creditors’ rights generally and to general equitable principles (whether considered in a proceeding in equity principlesor at law).

Authorization; Binding Agreement. If such Stockholder Shareholder is not an individuala natural person, such Stockholder is duly organized Shareholder has all requisite corporate power and validly existing in good standing under authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Laws transactions contemplated hereby. The execution and delivery of the jurisdiction in which it is incorporated or constituted this Agreement and the consummation of the transactions contemplated hereby are within such Stockholder’s entity powers and have been duly and validly authorized by all necessary entity actions and no other corporate proceedings on the part of such Stockholder, Shareholder are necessary to authorize the execution and such Stockholder has full power and authority to execute, deliver and perform delivery of this Agreement and or to consummate the transactions contemplated hereby. If such Stockholder Shareholder is an individuala natural person, such Stockholder Shareholder has full legal capacity, right and authority to execute and deliver this Agreement Agreement, to perform his/her obligations hereunder, and to perform such Stockholder’s obligations hereunderconsummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Stockholder Shareholder and, assuming the due authorization, execution and constitutes a delivery of this Agreement by the other parties hereto, constitutes, or when delivered shall constitute, the valid and binding obligation of such Stockholder Shareholder, enforceable against such Stockholder Shareholder in accordance with its terms terms, except (except a) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, and other applicable Laws now or other laws hereafter in effect of general application affecting enforcement of creditors’ rights generally generally, and (b) as limited by applicable Laws relating to general equity principles)the availability of specific performance, injunctive relief, or other equitable remedies. If such Stockholder Shareholder is married, a natural person who is married and any of the Subject Shares of such Stockholder constitute resides in a community property or otherwise need spousal or other approval for this Agreement to be legaljurisdiction, valid and binding, this Agreement has been duly executed and delivered by then such StockholderShareholder’s spouse has executed a spousal consent in the form of Annex I hereto, concurrently with the execution and is enforceable against such Stockholder’s spouse in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and to general equity principles)delivery of this Agreement.

Authorization; Binding Agreement. If such Stockholder is not an individual, such Stockholder is duly organized and validly existing in good standing under the Laws of the jurisdiction in which it is incorporated or constituted and the consummation of the transactions contemplated hereby are within such Stockholder’s entity powers and have been duly authorized by all necessary entity actions on the part of such Stockholder, and such Stockholder has full power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. If such Stockholder is an individual, such Stockholder has full legal capacity, right and authority to execute and deliver this Agreement and to perform such Stockholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes a valid and binding obligation of such Stockholder enforceable against such Stockholder in accordance with its terms (except as enforceability may be limited by applicable terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or other laws affecting creditors’ rights generally and to general equitable principles (whether considered in a proceeding in equity principlesor at law). If such Stockholder is married, and any of the Subject Shares of such Stockholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly executed and delivered by such Stockholder’s spouse and, assuming the due authorization, execution and delivery hereof by Parent and Purchaser, is enforceable against such Stockholder’s spouse in accordance with its terms (except as enforceability may be limited by applicable terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or other laws affecting creditors’ rights generally and to general equitable principles (whether considered in a proceeding in equity principlesor at law).

Authorization; Binding Agreement. If such Stockholder is not an individual, such [Such Stockholder is duly organized and validly existing in good standing under the Laws laws of the jurisdiction in which it is incorporated or constituted and the consummation of the transactions contemplated hereby are within such Stockholder’s entity powers and have been duly authorized by all necessary entity actions on the part of such Stockholder, and such Stockholder has full power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. If such Stockholder is an individual, such .] [Such Stockholder has full legal capacity, right and authority to execute and deliver this Agreement and to perform such Stockholder’s obligations hereunder. .] This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes a valid and binding obligation of such Stockholder enforceable against such Stockholder in accordance with its terms (terms, except as enforceability such enforcement may be limited by applicable subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or other laws affecting creditors’ rights generally rights, and to by general equity equitable principles). [If such Stockholder is married, and any of the Subject Shares of such Stockholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement a spousal consent substantially in the form attached as Exhibit A hereto has been duly executed and delivered by such Stockholder’s spouse and, assuming the due authorization, execution and delivery hereof by Xxxxxx and Purchaser, is enforceable against such Stockholder’s spouse in accordance with its terms (terms, except as enforceability such enforcement may be limited by applicable subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or other laws affecting creditors’ rights generally rights, and to by general equity equitable principles).]

Authorization; Binding Agreement. If such Stockholder is not an individual, such Stockholder is duly organized and validly existing in good standing under the Laws of the jurisdiction in which it is incorporated or constituted and the consummation of the transactions contemplated hereby are within such Stockholder’s entity powers and have been duly authorized by all necessary entity actions on the part of such Stockholder, and such Stockholder has full power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. If such Stockholder is an individual, such Stockholder has full legal capacity, right and authority to execute and deliver this Agreement and to perform such Stockholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes a valid and binding obligation of such Stockholder enforceable against such Stockholder in accordance with its terms (except as enforceability may be limited by applicable bankruptcyterms, insolvencysubject to the Bankruptcy, reorganization, moratorium or other laws affecting creditors’ rights generally Equity and to general equity principles)Indemnity Exception. If such Stockholder is married, and any of the Subject Shares of such Stockholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement a spousal consent substantially in the form attached as Exhibit A hereto has been duly executed and delivered by such Stockholder’s spouse and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, is enforceable against such Stockholder’s spouse in accordance with its terms (except as enforceability may be limited by applicable bankruptcyterms, insolvencysubject to the Bankruptcy, reorganization, moratorium or other laws affecting creditors’ rights generally Equity and to general equity principles)Indemnity Exception.

Authorization; Binding Agreement. If such Stockholder is not an individual, such Stockholder is duly organized and validly existing in good standing (where such concept is recognized) under the Laws laws of the jurisdiction in which it is incorporated or constituted and the consummation of the transactions contemplated hereby are within such Stockholder’s entity powers and have been duly authorized by all necessary entity actions on the part of such Stockholder, and such Stockholder has full requisite entity power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. If such Stockholder is an individual, such Stockholder has full requisite legal capacity, right and authority to execute and deliver this Agreement and to perform such Stockholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and, assuming the due authorization, execution and delivery by Parent and Purchaser, constitutes a valid and binding obligation of such Stockholder enforceable against such Stockholder in accordance with its terms (terms, except as enforceability may be limited by applicable bankruptcybankruptcy laws, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and to general principles of equity principles)affecting the availability of specific performance and other equitable remedies. If such Stockholder is married, and any of the Subject Shares of such Stockholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement a spousal consent substantially in the form attached as Exhibit A hereto has been duly executed and delivered by such Stockholder’s spouse and, assuming the due authorization, execution and delivery hereof by Parent and Purchaser, is enforceable against such Stockholder’s spouse in accordance with its terms (terms, except as enforceability may be limited by applicable bankruptcybankruptcy laws, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and to general principles of equity principles)affecting the availability of specific performance and other equitable remedies.

Authorization; Binding Agreement. If such Stockholder Shareholder is not an individual, such Stockholder Shareholder is duly organized and validly existing in good standing (where such concept is recognized) under the Laws laws of the jurisdiction in which it is incorporated or constituted and the consummation of the transactions contemplated hereby are within such StockholderShareholder’s entity powers and have been duly authorized by all necessary entity actions on the part of such StockholderShareholder, and such Stockholder Shareholder has full requisite entity power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. If such Stockholder Shareholder is an individual, such Stockholder Shareholder has full requisite legal capacity, right and authority to execute and deliver this Agreement and to perform such StockholderShareholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder Shareholder and, assuming the due authorization, execution and delivery by Xxxxxx and Buyer, constitutes a legal, valid and binding obligation of such Stockholder Shareholder enforceable against such Stockholder Shareholder in accordance with its terms (terms, except as enforceability may be limited by applicable bankruptcySwedish Law, insolvencybankruptcy laws, reorganization, moratorium or other similar laws affecting creditors’ rights generally and to general principles of equity principles)affecting the availability of specific performance and other equitable remedies. If such Stockholder Shareholder is married, and any of the Subject Shares of such Stockholder Shareholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement a spousal consent substantially in the form attached as Exhibit A hereto has been duly executed and delivered by such StockholderShareholder’s spouse and, assuming the due authorization, execution and delivery hereof by Xxxxxx and Buyer, is enforceable against such StockholderShareholder’s spouse in accordance with its terms (terms, except as enforceability may be limited by applicable bankruptcybankruptcy laws, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and to general principles of equity principles)affecting the availability of specific performance and other equitable remedies.

Authorization; Binding Agreement. If such Stockholder Shareholder is not an individuala natural Person, such Stockholder Shareholder is an entity duly organized and organized, validly existing and in good standing under the Laws laws of its jurisdiction of organization, and the jurisdiction in which it is incorporated or constituted execution, delivery and performance by such Shareholder of this Agreement and the consummation of the transactions contemplated hereby are within such StockholderShareholder’s entity corporate or organizational powers and have been duly authorized by all necessary entity corporate or organizational actions on the part of such StockholderShareholder. If such Shareholder is a natural Person, the execution, delivery and performance by such Shareholder of this Agreement and the consummation of the transactions contemplated hereby are within his or her legal capacity and requisite powers, and such Stockholder if this Agreement is being executed in a representative or fiduciary capacity, the Person signing this Agreement has full power and authority to execute, deliver and perform this Agreement Agreement. Assuming the due authorization, execution and to consummate the transactions contemplated hereby. If such Stockholder is an individual, such Stockholder has full legal capacity, right and authority to execute and deliver delivery of this Agreement by Parent and Purchaser, this Agreement constitutes a valid and binding agreement of such Shareholder enforceable against such Shareholder in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar applicable Laws of general application relating to perform such Stockholder’s creditors’ rights generally and any implied covenant of good faith and fair dealing and by general principles of equity. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which Shareholder is trustee whose consent is required for the execution and delivery of this Agreement or the performance by Shareholder of his, her or its obligations hereunder. This If Shareholder is married and Shareholder’s Subject Shares constitute community property, this Agreement has been duly and validly authorized, executed and delivered by such Stockholder by, and constitutes a valid and binding obligation of such Stockholder agreement of, Shareholder’s spouse, enforceable against such Stockholder person in accordance with its terms (terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and other laws affecting similar applicable Laws of general application relating to creditors’ rights generally and to any implied covenant of good faith and fair dealing and by general principles of equity principles). If such Stockholder is married, and any of the Subject Shares of such Stockholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly executed and delivered by such Stockholder’s spouse and is enforceable against such Stockholder’s spouse in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and to general equity principles).

Authorization; Binding Agreement. If such the Stockholder is not an individual, such the Stockholder is duly organized and validly existing in good standing under the Laws of the jurisdiction in which it is incorporated or constituted and the consummation of the transactions contemplated hereby are within such the Stockholder’s entity powers and have been duly authorized by all necessary entity actions on the part of such the Stockholder, and such the Stockholder has full power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. If such the Stockholder is an individual, such the Stockholder has full legal capacity, right and authority to execute and deliver this Agreement and to perform such the Stockholder’s obligations hereunder. No other actions or proceedings on the part of the Stockholder are necessary to authorize the execution and delivery by the Stockholder of this Agreement. This Agreement has been duly and validly executed and delivered by such the Stockholder and constitutes a valid and binding obligation of such the Stockholder enforceable against such the Stockholder in accordance with its terms (except as enforceability may be limited by applicable terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or other laws affecting creditors’ rights generally and to general equitable principles (whether considered in a proceeding in equity principlesor at law). If such the Stockholder is married, and any of the Subject Shares of such the Stockholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement a spousal consent substantially in the form attached as Exhibit A hereto has been duly executed and delivered by such the Stockholder’s spouse and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, is enforceable against such the Stockholder’s spouse in accordance with its terms (except as enforceability may be limited by applicable terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or other laws affecting creditors’ rights generally and to general equitable principles (whether considered in a proceeding in equity principlesor at law).

Authorization; Binding Agreement. If such Stockholder is not an individual, such Stockholder is duly organized and validly existing in good standing under the Laws of the jurisdiction in which it is incorporated or constituted and the consummation of the transactions contemplated hereby are within such Stockholder’s entity powers and have been duly authorized by all necessary entity actions on the part of such Stockholder, and such Stockholder has full power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. If such Stockholder is an individual, such Stockholder has full legal capacity, right and authority to execute and deliver this Agreement and to perform such Stockholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and, assuming the due authorization, execution and delivery of this Agreement by Parent and Purchaser, constitutes a valid and binding obligation of such Stockholder enforceable against such Stockholder in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and to general equity principles). If such Stockholder is married, and any of the Subject Shares of such Stockholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly executed and delivered by such Stockholder’s spouse and, assuming the due authorization, execution and delivery of this Agreement by Parent and Purchaser, is enforceable against such Stockholder’s spouse in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and to general equity principles).

Authorization; Binding Agreement. If such Stockholder Stockholders is not an individual, such Stockholder is duly organized and validly existing in good standing under the Laws of the jurisdiction in which it is incorporated or constituted and the consummation of the transactions contemplated hereby are within such Stockholder’s entity powers and have been duly authorized by all necessary entity actions on the part of such Stockholder, and such Stockholder has full power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. If such Stockholder is an individual, such Stockholder has full legal capacity, right and authority to execute and deliver this Agreement and to perform such Stockholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes a valid and binding obligation of such Stockholder enforceable against such Stockholder in accordance with its terms (except as enforceability may be limited by applicable terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or other laws affecting creditors’ rights generally and to general equitable principles (whether considered in a proceeding in equity principlesor at law). If such Stockholder is married, and any of the Subject Shares of such Stockholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly executed and delivered by such Stockholder’s spouse and, assuming the due authorization, execution and delivery hereof by Parent and Merger Sub, is enforceable against such Stockholder’s spouse in accordance with its terms (except as enforceability may be limited by applicable terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or other laws affecting creditors’ rights generally and to general equitable principles (whether considered in a proceeding in equity principlesor at law).

Authorization; Binding Agreement. If such Stockholder Stockholders is not an individual, such Stockholder is duly organized and validly existing in good standing under the Laws laws of the jurisdiction in which it is incorporated or constituted and the consummation of the transactions contemplated hereby are within such Stockholder’s entity powers and have been duly authorized by all necessary entity actions on the part of such Stockholder, and such Stockholder has full power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. If such Stockholder is an individual, such Stockholder has full legal capacity, right and authority to execute and deliver this Agreement and to perform such Stockholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes a valid and binding obligation of such Stockholder enforceable against such Stockholder in accordance with its terms (except as enforceability may be limited by applicable terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Legal Requirements relating to or other laws affecting creditors’ rights generally and to general equitable principles (whether considered in a proceeding in equity principlesor at law). If such Stockholder is married, and any of the Subject Shares of such Stockholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly executed and delivered by such Stockholder’s spouse and, assuming the due authorization, execution and delivery hereof by Parent and Purchaser, is enforceable against such Stockholder’s spouse in accordance with its terms (except as enforceability may be limited by applicable terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Legal Requirements relating to or other laws affecting creditors’ rights generally and to general equitable principles (whether considered in a proceeding in equity principlesor at law).

Authorization; Binding Agreement. If such Stockholder is not an individual, such Stockholder is duly organized and validly existing in good standing (where such concept is recognized) under the Laws of the jurisdiction in which it is incorporated or constituted and the consummation of the transactions contemplated hereby are within such Stockholder’s 's entity powers and have been duly authorized by all necessary entity actions on the part of such Stockholder, and such Stockholder has full all requisite entity power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. If such Stockholder is an individual, such Stockholder has full all requisite legal capacity, right and authority to execute and deliver this Agreement and to perform such Stockholder’s 's obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and, assuming the due authorization, execution and delivery by Parent and Purchaser, constitutes a legal, valid and binding obligation of such Stockholder Stockholder, enforceable against such Stockholder in accordance with its terms (except as enforceability may be limited by applicable bankruptcyterms, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally subject to the Bankruptcy and to general equity principles)Equity Exceptions. If such Stockholder is married, and any of the such Stockholder's Subject Shares of such Stockholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Stockholder’s 's spouse and, assuming the due authorization, execution and is delivery by Parent and Purchaser, constitutes a legal, valid and binding obligation of such Stockholder's spouse, enforceable against such Stockholder’s 's spouse in accordance with its terms (except as enforceability may be limited by applicable bankruptcyterms, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally subject to the Bankruptcy and to general equity principles)Equity Exceptions.

Authorization; Binding Agreement. If such Stockholder is not an individualCardSync has the corporate power and authority to enter into this Agreement and the other documents and instruments to be executed and delivered by CardSync pursuant hereto (collectively, such Stockholder is duly organized the "CardSync Documents"), and, subject to receipt of approval of this Agreement by the stockholders of CardSync, to consummate the Merger and validly existing in good standing under the Laws other transactions contemplated hereby. The execution and delivery of this Agreement and the jurisdiction in which it is incorporated or constituted CardSync Documents, and the consummation of the transactions contemplated hereby are within such Stockholder’s entity powers and hereby, have been duly authorized and approved by all necessary entity actions the Board of Directors of CardSync at a meeting duly called and held and at which a quorum was present and acting throughout, by the requisite affirmative vote of the directors of CardSync, and the Board of Directors of CardSync has determined that the Merger is in the best interests of CardSync and its stockholders, approved this Agreement and the Merger, recommended to the stockholders of CardSync that they approve and adopt this Agreement and directed that this Agreement and the transactions contemplated hereby be submitted to the stockholders of CardSync for approval by such stockholders by taking action by written consent in lieu of a meeting of such stockholders. No other corporate proceedings on the part of such Stockholder, CardSync are necessary to authorize the execution and such Stockholder has full power and authority to execute, deliver and perform delivery of this Agreement or, except for the adoption of this Agreement by the requisite vote of CardSync's stockholders in accordance with the California Code and to consummate the certificate of incorporation and bylaws of CardSync, the consummation by CardSync of the transactions contemplated hereby. If such Stockholder is an individual, such Stockholder has full legal capacity, right and authority to execute and deliver this Agreement and to perform such Stockholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder CardSync, and, assuming due execution and delivery by iPayment and iPayment Merger Sub, this Agreement constitutes a the valid and binding agreement and obligation of such Stockholder CardSync, enforceable against such Stockholder CardSync in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or other similar laws now or hereafter in effect affecting creditors’ ' rights generally and to general equity equitable principles). If such Stockholder , regardless of whether enforceability is married, and any of the Subject Shares of such Stockholder constitute community property considered in a proceeding in law or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly executed and delivered by such Stockholder’s spouse and is enforceable against such Stockholder’s spouse in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and to general equity principlesequity).

Authorization; Binding Agreement. If such Stockholder Shareholder is not an individual, such Stockholder Shareholder is duly organized and validly existing in good standing (where such concept is recognized) under the Laws laws of the jurisdiction in which it is incorporated or constituted and the consummation of the transactions contemplated hereby are within such StockholderShareholder’s entity powers and have been duly authorized by all necessary entity actions on the part of such StockholderShareholder, and such Stockholder Shareholder has full requisite entity power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. If such Stockholder Shareholder is an individual, such Stockholder Shareholder has full requisite legal capacity, right and authority to execute and deliver this Agreement and to perform such StockholderShareholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder Shareholder and, assuming the due authorization, execution and delivery by Pxxxxx and Buyer, constitutes a legal, valid and binding obligation of such Stockholder Shareholder enforceable against such Stockholder Shareholder in accordance with its terms (terms, except as enforceability may be limited by applicable bankruptcySwedish Law, insolvencybankruptcy laws, reorganization, moratorium or other similar laws affecting creditors’ rights generally and to general principles of equity principles)affecting the availability of specific performance and other equitable remedies. If such Stockholder Shareholder is married, and any of the Subject Shares of such Stockholder Shareholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement a spousal consent substantially in the form attached as Exhibit A hereto has been duly executed and delivered by such StockholderShareholder’s spouse and, assuming the due authorization, execution and delivery hereof by Pxxxxx and Buyer, is enforceable against such StockholderShareholder’s spouse in accordance with its terms (terms, except as enforceability may be limited by applicable bankruptcybankruptcy laws, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and to general principles of equity principles)affecting the availability of specific performance and other equitable remedies.

Authorization; Binding Agreement. If such Stockholder Shareholder is not an individuala natural Person, such Stockholder Shareholder is an entity duly organized and organized, validly existing and in good standing under the Laws laws of its jurisdiction of organization, and the jurisdiction in which it is incorporated or constituted execution, delivery and performance by such Shareholder of this Agreement and the consummation of the transactions contemplated hereby are within such StockholderShareholder’s entity corporate or organizational powers and have been duly authorized by all necessary entity corporate or organizational actions on the part of such StockholderShareholder. If such Shareholder is a natural Person, the execution, delivery and performance by such Shareholder of this Agreement and the consummation of the transactions contemplated hereby are within his or her legal capacity and requisite powers, and such Stockholder if this Agreement is being executed in a representative or fiduciary capacity, the Person signing this Agreement has full power and authority to execute, deliver and perform this Agreement Agreement. Assuming the due authorization, execution and to consummate the transactions contemplated hereby. If such Stockholder is an individual, such Stockholder has full legal capacity, right and authority to execute and deliver delivery of this Agreement by Parent and Purchaser, this Agreement constitutes a valid and binding agreement of such Shareholder enforceable against such Shareholder in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar applicable Laws of general application relating to perform such Stockholder’s creditors’ rights generally and any implied covenant of good faith and fair dealing and by general principles of equity. There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which Shareholder is trustee whose consent is required for the execution and delivery of this Agreement or the performance by Shareholder of his, her or its obligations hereunder. This If Shareholder is married and Shareholder’s Subject Shares constitute community property, this Agreement has been duly and validly authorized, executed and delivered by such Stockholder by, and constitutes a valid and binding obligation of such Stockholder agreement of, Shareholder’s spouse, enforceable against such Stockholder person in accordance with its terms (terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and other laws affecting similar applicable Laws of general application relating to creditors’ rights generally and to any implied covenant of good faith and fair dealing and by general equity principles). If such Stockholder is married, and any principles of the Subject Shares of such Stockholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly executed and delivered by such Stockholder’s spouse and is enforceable against such Stockholder’s spouse in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and to general equity principles)equity.

Authorization; Binding Agreement. If such Stockholder is not an individual, such Stockholder is duly organized and validly existing in good standing under the Laws laws of the jurisdiction in which it is incorporated or constituted and the consummation of the transactions contemplated hereby are within such Stockholder’s entity powers and have been duly authorized by all necessary entity actions on the part of such Stockholder, and such Stockholder has full power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. If such Stockholder is an individual, such Stockholder has full legal capacity, right and authority to execute and deliver this Agreement and to perform such Stockholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes a valid and binding obligation of such Stockholder enforceable against such Stockholder in accordance with its terms (terms, except as enforceability such enforcement may be limited by applicable subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or other laws affecting creditors’ rights generally rights, and to by general equity equitable principles). If such Stockholder is married, and any of the Subject Shares of such Stockholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement a spousal consent substantially in the form attached as Exhibit A hereto has been duly executed and delivered by such Stockholder’s spouse and, assuming the due authorization, execution and delivery hereof by Parent and Purchaser, is enforceable against such Stockholder’s spouse in accordance with its terms (terms, except as enforceability such enforcement may be limited by applicable subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or other laws affecting creditors’ rights generally rights, and to by general equity equitable principles).