Common use of Authorization, Execution and Enforceability Clause in Contracts

Authorization, Execution and Enforceability. (a) The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and the other instruments and agreements to be executed and delivered by the Company as expressly contemplated hereby and to consummate the transactions expressly contemplated hereby and thereby, but in the case of the completion of the Merger and the transactions subject thereto, subject to the adoption of this Agreement by the Requisite Stockholder Vote prior to the consummation of the Merger. The execution and delivery by the Company of this Agreement and the other instruments and agreements to be executed and delivered by the Company as expressly contemplated hereby and the performance by the Company of its obligations hereunder and thereunder have been duly and validly authorized by all requisite action on the part of the Company, other than, with respect to completion of the Merger, the adoption of this Agreement by the Requisite Stockholder Vote prior to the consummation of the Merger. This Agreement has been, and the other instruments and agreements to be executed and delivered by the Company as expressly contemplated hereby, and when delivered in accordance with the terms hereof, shall have been, duly and validly executed and delivered by the Company, and this Agreement constitutes, and the other instruments and agreements to be executed and delivered by the Company as expressly contemplated hereby, when delivered in accordance with the terms hereof, shall constitute, in each case, assuming the due and valid execution and delivery hereof and thereof by the other parties hereto and thereto, valid and binding obligations of the Company enforceable against the Company in accordance with their terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors rights and to general principles of equity. Except as set forth on Schedule 3.2, none of the execution and delivery by the Company of this Agreement and the other instruments and agreements to be executed and delivered by the Company as expressly contemplated hereby and the performance by the Company of its obligations under this Agreement and the other instruments and agreements to be executed and delivered by the Company as expressly contemplated hereby, or the consummation of the transactions expressly contemplated hereby, does or will (i) conflict with, or result in any violation of, or cause a default (with or without notice or lapse of time, or both) under, or give rise to any right of termination, amendment, cancellation or acceleration of any obligations contained in, or result in the creation of any Encumbrance upon any of the properties or assets of the Company or the loss of any benefit under (A) any term, condition or provision of any Contract to which the Company is a party, or by which the Company or its assets or properties may be bound, (B) any provision of any Organizational Document of the Company or (ii) violate any Law applicable to the Company, except, in the case of (i)(A) or (ii) only, where it would not have a Material Adverse Effect on the Company.

Authorization, Execution and Enforceability. (a) The Company has Parent, Midco and Xxxxxx Sub have all requisite necessary corporate power and authority to execute, execute and deliver and perform its obligations under this Agreement and the other instruments Related Agreements to which either is a party, to carry out their respective obligations hereunder and agreements to be executed and delivered by the Company as expressly contemplated hereby thereunder, and to consummate the transactions expressly contemplated hereby and thereby. The execution and delivery by each of Parent, but in Midco and Merger Sub of this Agreement and the case other Related Agreements to which either is a party, the performance by each of its respective obligations hereunder and thereunder, and the consummation by Parent, Midco and Merger Sub of the completion transactions contemplated hereby and thereby have been duly authorized by all requisite corporate or other business entity action on the part of Parent, Midco and Merger Sub and no other corporate proceeding on the part of Parent, Midco or Merger and Sub is necessary to authorize this Agreement or the other Related Agreements to which either is a party or to consummate the transactions subject theretocontemplated hereby or thereby, subject to the except for adoption of this Agreement by the Requisite Stockholder Required Parent Vote prior to and the consummation filing of the Certificate of Merger. The This Agreement and the other Related Agreements to which Parent, Midco or Merger Sub is a party have been duly executed and delivered by Parent, Midco and/or Merger Sub and (assuming due authorization, execution and delivery by the Company of this Agreement and the each other instruments and agreements to be executed and delivered by the Company as expressly contemplated hereby and the performance by the Company of its obligations hereunder and thereunder have been duly and validly authorized by all requisite action on the part of the Company, other than, with respect to completion of the Merger, the adoption of this Agreement by the Requisite Stockholder Vote prior to the consummation of the Merger. This Agreement has been, and the other instruments and agreements to be executed and delivered by the Company as expressly contemplated hereby, and when delivered in accordance with the terms hereof, shall have been, duly and validly executed and delivered by the Company, and this Agreement constitutes, and the other instruments and agreements to be executed and delivered by the Company as expressly contemplated hereby, when delivered in accordance with the terms hereof, shall constitute, in each case, assuming the due and valid execution and delivery hereof and thereof by the other parties hereto and theretoparty hereto) constitute a legal, valid and binding obligations obligation of the Company Parent, Midco and Merger Sub, enforceable against the Company each in accordance with their terms subject to its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws affecting creditors’ rights generally and similar laws of general applicability relating to or affecting creditors rights and to by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity. Except as set forth on Schedule 3.2, none of the execution and delivery by the Company of this Agreement and the other instruments and agreements to be executed and delivered by the Company as expressly contemplated hereby and the performance by the Company of its obligations under this Agreement and the other instruments and agreements to be executed and delivered by the Company as expressly contemplated hereby, or the consummation of the transactions expressly contemplated hereby, does or will (i) conflict with, or result in any violation of, or cause a default (with or without notice or lapse of time, or both) under, or give rise to any right of termination, amendment, cancellation or acceleration of any obligations contained in, or result in the creation of any Encumbrance upon any of the properties or assets of the Company or the loss of any benefit under (A) any term, condition or provision of any Contract to which the Company is a party, or by which the Company or its assets or properties may be bound, (B) any provision of any Organizational Document of the Company or (ii) violate any Law applicable to the Company, except, in the case of (i)(A) or (ii) only, where it would not have a Material Adverse Effect on the Company).

Authorization, Execution and Enforceability. The execution and delivery of this Agreement and, to the extent that they are parties thereto, the Closing Documents and the Related Agreements, by the Buyer and the Buyer Subsidiary, the performance by the Buyer and the Buyer Subsidiary of their obligations hereunder and thereunder and the consummation by the Buyer and the Buyer Subsidiary of the transactions contemplated hereby and thereby to be consummated by them have been duly authorized by all necessary corporate, partnership, limited liability company or other organizational action on the part of the Buyer and the Buyer Subsidiary. This Agreement constitutes and, to the extent that they are parties thereto, as of the Closing each of the Closing Documents and the Related Agreements will constitute, a legal, valid and binding obligation of the Buyer and the Buyer Subsidiary, enforceable against the Buyer and the Buyer Subsidiary in accordance with its respective terms, except insofar as enforceability may be limited by bankruptcy, insolvency, moratorium or other Laws which may affect creditors' rights and remedies generally and by principles of equity (regardless of whether enforceability is considered in a Proceeding in equity or at law). This Agreement has been, and, to the extent that they are parties thereto, as of the Closing each Closing Document and Related Agreement will have been, duly executed by the Buyer and the Buyer Subsidiary. The Board of Directors of the Buyer Subsidiary (a) The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and the other instruments and agreements to be executed and delivered by the Company as expressly contemplated hereby and to consummate the transactions expressly contemplated hereby and thereby, but in the case of the completion of determined that the Merger and the other transactions subject theretocontemplated hereby are advisable and are fair to, subject to and in the best interests of, the sole stockholder of the Buyer Subsidiary, (b) has approved the Merger and the other transactions contemplated hereby and (c) has recommended adoption of this Agreement by the Requisite Stockholder Vote prior to the consummation sole stockholder of the MergerBuyer Subsidiary. The execution Buyer, for itself individually and delivery by in its capacity as the Company sole stockholder of this Agreement the Buyer Subsidiary, has approved the Merger and the other instruments and agreements to be executed and delivered by the Company as expressly transactions contemplated hereby and the performance by the Company of its obligations hereunder and thereunder have been duly and validly authorized by all requisite action on the part of the Company, other than, with respect to completion of the Merger, the adoption of has adopted this Agreement by the Requisite Stockholder Vote prior to the consummation of the Merger. This Agreement has been, and the other instruments and agreements to be executed and delivered by the Company as expressly contemplated hereby, and when delivered in accordance with the terms hereof, shall have been, duly and validly executed and delivered by the Company, and this Agreement constitutes, and the other instruments and agreements to be executed and delivered by the Company as expressly contemplated hereby, when delivered in accordance with the terms hereof, shall constitute, in each case, assuming the due and valid execution and delivery hereof and thereof by the other parties hereto and thereto, valid and binding obligations of the Company enforceable against the Company in accordance with their terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors rights and to general principles of equity. Except as set forth on Schedule 3.2, none of the execution and delivery by the Company of this Agreement and the other instruments and agreements to be executed and delivered by the Company as expressly contemplated hereby and the performance by the Company of its obligations under this Agreement and the other instruments and agreements to be executed and delivered by the Company as expressly contemplated hereby, or the consummation of the transactions expressly contemplated hereby, does or will (i) conflict with, or result in any violation of, or cause a default (with or without notice or lapse of time, or both) under, or give rise to any right of termination, amendment, cancellation or acceleration of any obligations contained in, or result in the creation of any Encumbrance upon any of the properties or assets of the Company or the loss of any benefit under (A) any term, condition or provision of any Contract to which the Company is a party, or by which the Company or its assets or properties may be bound, (B) any provision of any Organizational Document of the Company or (ii) violate any Law applicable to the Company, except, in the case of (i)(A) or (ii) only, where it would not have a Material Adverse Effect on the CompanyAgreement.