Common use of Authorization; Binding Effect Clause in Contracts

Authorization; Binding Effect. (a) Each Seller has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance by each Seller of this Agreement and the consummation by each Seller of the transactions contemplated hereby have been duly and validly authorized and approved by all necessary corporate action on the part of such Seller. Each Selling Entity has, or prior to the Closing will have, the power and authority to execute and deliver each Ancillary Agreement to which such Selling Entity is a party and to perform its obligations thereunder. The execution, delivery and performance by each such Selling Entity of each Ancillary Agreement to which it is a party and the consummation by such Selling Entity of the transactions contemplated thereby have been, or prior to Closing will have been, duly and validly authorized and approved by all necessary corporation action on the part of such Selling Entity. (b) This Agreement and each of the Ancillary Agreements, when executed and delivered by Purchaser and the other parties hereto and thereto, will constitute valid and legally binding obligations of each Selling Entity party hereto and thereto, enforceable against such Selling Entity in accordance with their respective terms, subject to bankruptcy, insolvency, moratorium, reorganization, fraudulent transfer and other laws affecting creditors’ rights generally and to general equitable principles.

Authorization; Binding Effect. (a) Each Seller has Group Company that is a party to any Transaction Agreement, or any agreements contemplated by the Transaction Agreements, has, or will have when executed and delivered, requisite power and authority to execute and deliver this Agreement and each of the other Transaction Agreements, or any agreements contemplated by the Transaction Agreements, to which such Group Company is or will be a party, and to perform fully its obligations hereunderhereunder and thereunder and consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller the Issuer of this Agreement has been, and the consummation by each Seller Group Company of each of the transactions contemplated hereby have been duly and validly authorized and approved by all necessary corporate action on the part of such Seller. Each Selling Entity has, or prior to the Closing will have, the power and authority to execute and deliver each Ancillary Agreement other Transaction Agreements to which such Selling Entity Group Company is or will be a party party, and to perform its obligations thereunder. The execution, delivery and performance any agreements contemplated by each such Selling Entity of each Ancillary Agreement the Transaction Agreements to which it such Group Company is or will be a party and the consummation by such Selling Entity Group Company of the transactions contemplated hereby and thereby have been, or prior to Closing will have beenbe when executed and delivered, duly and validly authorized and approved by all necessary corporation action actions, and no other proceedings or actions on the part of such Selling Entity. (b) This any Group Company are necessary to authorize entering into this Agreement or any other Transaction Agreement executed and each delivered concurrently herewith, or any agreements contemplated by the Transaction Agreements executed and delivered concurrently herewith, to which any of the Ancillary AgreementsGroup Companies is a party or to consummate the transactions contemplated hereby and thereby. Each of this Agreement, the Transaction Agreements and any agreements contemplated by the Transaction Agreements to which any of the Group Companies are or will be a party has been, or will be when executed and delivered, duly executed and delivered by Purchaser the applicable Group Companies and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, will constitute constitutes a valid and legally binding obligations obligation of each Selling Entity party hereto and theretoapplicable Group Company, enforceable against such Selling Entity in accordance with their respective termsits terms and conditions, subject to Laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors and rules of Law governing specific performance, moratorium, reorganization, fraudulent transfer injunctive relief and other laws affecting creditors’ rights generally and to general equitable principlesremedies (whether considered at Law or in equity) (the “Enforceability Exceptions”).

Authorization; Binding Effect. The Company has, and as of the Closing will have, all requisite corporate (aor limited liability company, as the case may be) Each Seller has the power and authority to execute execute, deliver and deliver perform this Agreement, each other Closing Document and each other document or instrument executed by it in connection herewith or therewith or pursuant hereto or thereto, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and to perform the other Closing Documents and the issuance of the Securities, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary action on the part of the Company. This Agreement and each of the other Closing Documents that has been executed as of the date hereof is, and each of the Closing Documents will be as of the Closing, duly executed and delivered by the Company and will be the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its obligations hereunderterms, except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws affecting the enforceability of creditors' rights in general or by general principles of equity. The execution, delivery and performance by the Company of this Agreement and each Seller of the other Closing Documents and the performance by the Company of its obligations hereunder and thereunder were duly and validly authorized by the Board of Directors (or similar governing body) prior to the execution and delivery of this Agreement and the consummation other Closing Documents by each Seller of the transactions contemplated hereby have been duly and validly authorized and approved by all necessary corporate action on the part of such Seller. Each Selling Entity has, or prior to the Closing will have, the power and authority to execute and deliver each Ancillary Agreement to which such Selling Entity is a party and to perform its obligations thereunder. The execution, delivery and performance by each such Selling Entity of each Ancillary Agreement to which it is a party and the consummation by such Selling Entity of the transactions contemplated thereby have been, or prior to Closing will have been, duly and validly authorized and approved by all necessary corporation action on the part of such Selling Entityparties. (b) This Agreement and each of the Ancillary Agreements, when executed and delivered by Purchaser and the other parties hereto and thereto, will constitute valid and legally binding obligations of each Selling Entity party hereto and thereto, enforceable against such Selling Entity in accordance with their respective terms, subject to bankruptcy, insolvency, moratorium, reorganization, fraudulent transfer and other laws affecting creditors’ rights generally and to general equitable principles.

Authorization; Binding Effect. (a) Each Seller has The Company has, and as of the Closing will have, all requisite corporate power and authority to execute execute, deliver and deliver perform this Agreement, each other Closing Document to which it is a party, and each other document or instrument executed by it in connection herewith or therewith or pursuant hereto or thereto, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the other Closing Documents to perform which it is a party, the issuance of the Dividend Shares and the Conversion Shares, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary action on the part of the Company. This Agreement and each of the other Closing Documents to which it is a party that have been executed as of the date hereof is, and each of such documents will be as of the Closing Date, duly executed and delivered by the Company and the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its obligations hereunderterms, except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws affecting the enforceability of creditors' rights in general or by general principles of equity. The execution, delivery and performance by each Seller the Company of this Agreement and the consummation performance by each Seller the Company of the transactions contemplated hereby have been its obligations hereunder were duly and validly authorized and approved by all necessary corporate action on the part Company's Board of such Seller. Each Selling Entity has, or Directors prior to the Closing will have, execution and delivery of this Agreement by the power and authority to execute and deliver each Ancillary Agreement to which such Selling Entity is a party and to perform its obligations thereunder. The execution, delivery and performance by each such Selling Entity of each Ancillary Agreement to which it is a party and the consummation by such Selling Entity of the transactions contemplated thereby have been, or prior to Closing will have been, duly and validly authorized and approved by all necessary corporation action on the part of such Selling Entityparties. (b) This Agreement and each of the Ancillary Agreements, when executed and delivered by Purchaser and the other parties hereto and thereto, will constitute valid and legally binding obligations of each Selling Entity party hereto and thereto, enforceable against such Selling Entity in accordance with their respective terms, subject to bankruptcy, insolvency, moratorium, reorganization, fraudulent transfer and other laws affecting creditors’ rights generally and to general equitable principles.

Authorization; Binding Effect. (a) Each Seller has the all requisite organizational power and authority to execute and deliver this Agreement and the other Transaction Documents to which such Seller will be a party, to perform its respective obligations hereunderhereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement have been, and in the case of any Transaction Documents to be delivered by each a Seller of at or prior to the Closing, will be, duly authorized by all requisite organizational action and no other action is necessary to authorize such Seller to execute and deliver this Agreement and the consummation by each Seller of the transactions contemplated hereby have been duly and validly authorized and approved by all necessary corporate action on the part of such Seller. Each Selling Entity has, or prior to the Closing will have, the power and authority to execute and deliver each Ancillary Agreement other Transaction Documents to which such Selling Entity is Seller will be a party and party, to perform its obligations hereunder and thereunder. The execution, delivery and performance by each such Selling Entity of each Ancillary Agreement or to which it is a party and the consummation by such Selling Entity of consummate the transactions to be consummated by it as contemplated thereby have been, or prior to Closing will have been, duly hereby and validly authorized and approved by all necessary corporation action on the part of such Selling Entitythereby. (b) This Agreement has been duly and each of the Ancillary Agreements, when validly executed and delivered by Purchaser each Seller, and this Agreement is, and the other Transaction Documents to which such Seller will be a party when duly and validly executed and delivered by such Seller will be, assuming due and valid authorization, execution and delivery by the other parties hereto and thereto, will constitute valid and legally binding obligations of each Selling Entity party hereto and theretosuch Seller, enforceable against such Selling Entity Seller in accordance with their respective terms, subject except to the extent that enforcement of the rights and remedies created hereby and thereby may be affected by bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganizationreorganization or moratorium Laws, fraudulent transfer and other laws similar Laws affecting creditors’ rights generally and to general principles of equity affecting the availability of specific performance and other equitable principlesremedies (collectively, the “Enforceability Exceptions”).

Authorization; Binding Effect. (a) Each Seller Company has the all requisite power and authority required to execute and deliver enter into this Agreement and each other Transaction Document, to perform its obligations hereunderhereunder and thereunder and to consummate the Merger and the other transactions contemplated hereby and thereby (collectively, the “Transactions”). The execution, delivery and performance by each Seller of this Agreement and the other Transaction Documents by Company and the consummation by each Seller Company of the transactions contemplated hereby Transactions have been duly and validly authorized and approved by all necessary corporate or other action on the part of such Seller. Each Selling Entity has, or prior to Company in accordance with the Closing will have, laws of the power and authority to execute and deliver each Ancillary Agreement to which such Selling Entity is a party and to perform its obligations thereunder. The execution, delivery and performance by each such Selling Entity State of each Ancillary Agreement to which it is a party Delaware other than the approval of the Stockholders in accordance with the DGCL and the consummation by such Selling Entity of the transactions contemplated thereby have been, or prior to Closing will have been, duly and validly authorized and approved by all necessary corporation action on the part of such Selling Entity. (b) Company Governing Documents. This Agreement and each of the Ancillary Agreements, when has been duly executed and delivered to Parent and Sub by Purchaser Company and the other parties hereto and thereto, will constitute constitutes a valid and legally binding obligations agreement of each Selling Entity party hereto and thereto, Company enforceable against such Selling Entity it in accordance with their respective its terms, subject to except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization, fraudulent transfer moratorium and other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). All other Transaction Documents delivered at Closing by Company will be duly and validly executed by Company. The Board of Directors of Company, by resolutions duly adopted at a meeting duly called and held or by a unanimous written consent in lieu of a meeting, has determined that the Transactions are in the best interests of Company and the Stockholders, has approved this Agreement and the Merger and authorized the execution of this Agreement and has recommended to general equitable principlesthe Stockholders approval and adoption of this Agreement and the Merger.

Authorization; Binding Effect. (a) Each The Company and each of its Subsidiaries has full corporate power and authority to own, lease and operate its properties and carry on its business as presently conducted. (b) Seller has the full limited liability company power and authority to execute and deliver this Agreement and the other documents contemplated hereby to which it is a party, to perform its obligations hereunderhereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller of this Agreement and the other documents contemplated hereby to which it is a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary corporate action on the part of such Seller. Each Selling Entity has, or prior to the Closing will have, the power and authority to execute and deliver each Ancillary Agreement to which such Selling Entity is a party and to perform its obligations thereunder. The execution, delivery and performance by each such Selling Entity of each Ancillary Agreement to which it is a party and the consummation by such Selling Entity of the transactions contemplated thereby have been, or prior to Closing will have been, duly and validly authorized and approved by all necessary corporation action on the part of such Selling Entityrequisite limited liability company action. (bc) This Agreement and each of the Ancillary Agreementsother documents contemplated hereby to which Seller is a party have been or will be duly executed and delivered by Seller and constitute, or when executed and delivered by Purchaser and will constitute, the other parties hereto and thereto, will constitute valid and legally binding obligations obligation of each Selling Entity party hereto and theretoSeller, enforceable against such Selling Entity in accordance with their respective termsterms and conditions, subject to except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization, fraudulent transfer and other laws moratorium or similar Laws affecting creditors’ rights generally and to by general equitable principlesprinciples (whether considered in a proceeding at law or in equity).