Common use of Authorization; Binding Authority; Enforceability Clause in Contracts

Authorization; Binding Authority; Enforceability. (a) The Purchaser has full corporate power and authority (including the approvals of all applicable corporate organs) to execute and deliver this Agreement and each of the Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder, to consummate the transactions contemplated hereby and thereby and to purchase the Purchased Shares from FIMGold pursuant to the provisions of this Agreement, and no further consent or authorization of the Purchaser is or will at the Closing be required. The execution, delivery and consummation by Purchaser of this Agreement and each other Transaction Document to which Purchaser is a party have been duly authorized by Purchaser and all actions on the part of Purchaser and its relevant corporate organs necessary for the authorization, execution, delivery of and performance of all obligations of Purchaser under this Agreement and the other Transaction Documents to which Purchaser is a party have been taken; and no further consent or authorization of Purchaser or of any of its corporate organs, is or will be required at the Closing. (b) This Agreement has been duly executed and delivered by the Purchaser, and constitutes the legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors’ rights in general and by general principles of equity.

Authorization; Binding Authority; Enforceability. (a) The Purchaser has full corporate power and authority (including the approvals of all applicable corporate organs) to execute and deliver this Agreement and each of the Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder, to consummate the transactions contemplated hereby and thereby and to purchase the Purchased Shares from FIMGold the Seller pursuant to the provisions of this Agreement, and no further consent or authorization of the Purchaser is or will at the Closing be required. The execution, delivery and consummation by Purchaser of this Agreement and each other Transaction Document to which Purchaser is a party have been duly authorized by Purchaser and all actions on the part of Purchaser and its relevant corporate organs necessary for the authorization, execution, delivery of and performance of all obligations of Purchaser under this Agreement and the other Transaction Documents to which Purchaser is a party have been taken; and no further consent or authorization of Purchaser or of any of its corporate organs, is or will be required at the Closing. (b) This Agreement has been duly executed and delivered by the Purchaser, and constitutes the legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors’ rights in general and by general principles of equity. (c) For any cause and purpose, in any matter stemming from this Agreement and the relationship between the Purchaser and Seller thereof, the Purchaser accepts its submission to the Israeli laws and the jurisdiction of the competent Courts of the State of Israel. The Purchaser is advised and represented by its Israeli Lawyers and is fully familiar and accepts all the legal implications of this Agreement and the acceptance of Israeli Law and jurisdiction.

Authorization; Binding Authority; Enforceability. (a) The Purchaser ThePurchaser has full corporate power and authority (including the approvals of all applicable corporate organs) to execute and deliver this Agreement and each of the Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder, to consummate the transactions contemplated hereby and thereby and to purchase the Purchased Shares from FIMGold pursuant to the provisions of this Agreement, and no further consent or authorization of the Purchaser is or will at the Closing be required. The execution, delivery and consummation by Purchaser of this Agreement and each other Transaction Document to which Purchaser is a party have been duly authorized by Purchaser and all actions on the part of Purchaser and its relevant corporate organs necessary for the authorization, execution, delivery of and performance of all obligations of Purchaser under this Agreement and the other Transaction Documents to which Purchaser is a party have been taken; and no further consent or authorization of Purchaser or of any of its corporate organs, is or will be required at the Closing. (b) This Agreement has been duly executed and delivered by the Purchaser, and constitutes the legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors’ ' rights in general and by general principles of equity.