Common use of Authorization of Transaction Clause in Contracts

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions. The Buyer need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Buyer has Buyers have full power and authority (including full corporate power and authority) to execute and deliver this Agreement and the Ancillary Agreements and to perform its their obligations hereunderhereunder and thereunder. This Agreement constitutes and the valid and Ancillary Agreements constitute legally binding obligation obligations of the BuyerBuyers, enforceable against the Buyers in accordance with its their respective terms and conditions.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Buyer has Buyers have full power and authority (including full corporate power and authority) to execute and deliver this Agreement and the Ancillary Agreements and to perform its their obligations hereunderhereunder and thereunder. This Agreement constitutes and the Ancillary Agreements constitute the valid and legally binding obligation of the BuyerBuyers, enforceable against the Buyers in accordance with its their respective terms and conditions.

Authorization of Transaction. The Buyer has full power and authority (including full corporate or other entity power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions. Buyer need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by Buyer.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Buyer Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the BuyerSeller, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Buyer has full power and authority (including full corporate or other entity power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions. The execution, delivery and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by Buyer.

Authorization of Transaction. The Buyer has full power and authority (including full corporate or other entity power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions. Buyer need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by Buyer.

Authorization of Transaction. The Buyer has Buyers have full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its the Buyers' obligations hereunder. This Agreement constitutes the valid and legally binding obligation of each the BuyerBuyers, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) authority to execute and deliver this Agreement the Transaction Documents and to perform its obligations hereunderthereunder. This Agreement The execution, delivery and performance of the Transaction Documents to which Buyer is a party have been duly authorized by Buyer. Each of the Transaction Documents to which Buyer is a party constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Buyer has full corporate power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions. The Buyer need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions. The Buyer need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Buyer has full all requisite power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by the Buyer of this Agreement and the consummation by the Buyer of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Buyer. This Agreement has been duly and validly executed and delivered by the Buyer and constitutes the a valid and legally binding obligation of the Buyer, enforceable against it in accordance with its terms and conditionsterms.

Authorization of Transaction. The Buyer has full the corporate power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable against it in accordance with its terms and conditionsterms. Buyer need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Buyer has full power right and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Buyer has Buyers have full power and authority (including full corporate power and authority) to execute and deliver this Agreement and the Ancillary Agreements and to perform its their obligations hereunderhereunder and thereunder, and are financially capable of doing so. This Agreement constitutes and the valid and Ancillary Agreements constitute legally binding obligation obligations of the BuyerBuyers, enforceable against the Buyers in accordance with its their respective terms and conditions.

Authorization of Transaction. The Buyer has full the legal right and power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Each of this Agreement and the Note constitutes the valid and legally binding obligation of the Buyer, enforceable against it in accordance with its terms and conditionsterms.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions. The Buyer need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate this Transaction.

Authorization of Transaction. The Buyer has full power and ---------------------------- authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions. The Buyer need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Buyer has full power and authority (including full corporate or other entity power and authority) to execute and deliver this Agreement and all other agreements contemplated hereby to which it is a party and to perform its obligations hereunderhereunder and thereunder. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby to which Buyer is a party have been duly authorized by Buyer. This Agreement (assuming due authorization and delivery by Seller) constitutes the valid and legally binding obligation of the Buyer, enforceable against Buyer in accordance with its terms and conditions.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions. Buyer need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by Buyer.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement and the transactions contemplated hereby have been duly authorized by all required corporate action of Buyer. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement Agreement, and the other agreements, documents and instruments contemplated hereby, and to perform its their respective obligations hereunder and hereunder. This Agreement agreement constitutes the valid and legally binding obligation obligations of the Buyer, as the case may be, enforceable in accordance with its their terms and conditions.

Authorization of Transaction. The Buyer has full power and authority (including full corporate or other entity power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions. The execution, delivery and performance of this Agreement and all other agreements contemplated by this Agreement have been duly authorized by Buyer.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions. Buyer need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The execution, delivery and performance of this Agreement by the Buyer has been duly authorized and approved by the Buyer’s board of directors. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Assuming due execution and delivery by the Seller, this Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally or to general principles of equity.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided, however, that Buyer cannot consummate the Merger unless and until it receives the Requisite Buyer Stockholder Approval. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided, however, that the Buyer cannot consummate the Share exchange unless and until it receives the Requisite Buyer Stockholder Approval. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Buyer Each of the Sellers has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its his or her obligations hereunder. This Agreement constitutes the valid and legally binding obligation of each of the BuyerSellers, enforceable in accordance with its terms and conditions. The Sellers need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Buyer Purchaser has full power and authority (including full corporate power and authority) authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the BuyerPurchaser, enforceable in accordance with its terms and conditionsterms.

Authorization of Transaction. The Buyer has full power and authority (including full corporate or other entity power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by Buyer and constitutes the valid and legally binding obligation of the Buyer, enforceable against Buyer in accordance with its terms and conditions. The execution, delivery, and performance of this Agreement by Buyer and all other agreements contemplated hereby to be executed and delivered by Buyer have been duly authorized by Buyer.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) authority to execute and deliver this Purchase Agreement and to perform its obligations hereunder. This Purchase Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable against Buyer in accordance with its terms and conditionsconditions except insofar as enforceability is limited by applicable bankruptcy, creditor, insolvency, or other laws of similar effect and by general principles of equity.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder, provided, however, that the Buyer cannot consummate the Merger unless and until it receives the Requisite Buyer Stockholder Approval. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Buyer Each of the Buyers has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform his, her or its respective obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the each Buyer, enforceable in accordance with its terms and conditions. No Buyer need give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Authority in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Buyer has full corporate power and authority (including full corporate power and authority) to execute and deliver this Agreement each Transaction Document to which it is a party and all other instruments, agreements and documents contemplated thereby and has taken all actions necessary to perform authorize the consummation of the Contemplated Transactions and the performance of its obligations hereunderhereunder and thereunder. This Agreement constitutes Each Transaction Document to which the valid Buyer is a party has been duly executed and legally binding obligation of delivered by the Buyer and is Enforceable against the Buyer, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and the Ancillary Agreements, and to perform its obligations hereunderhereunder and thereunder. This Agreement constitutes and the Ancillary Agreements constitute the valid and legally binding obligation obligations of the Buyer, enforceable in accordance with its their terms and conditions.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions. Buyer need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Buyer has full power and ------------------------------- authority (including full corporate power and authority) to execute and deliver this Agreement Agreement, and the other agreements, documents and instruments contemplated hereby, and to perform its their respective obligations hereunderhereunder and thereunder. This Agreement agreement constitutes the valid and legally binding obligation obligations of the Buyer, as the case may be, enforceable in accordance with its their terms and conditions.

Authorization of Transaction. The Buyer Investor has full power and authority (including and if a corporation, full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the BuyerInvestor, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authorityauthority acting as a limited liability company) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, Buyer enforceable in accordance with its terms and conditions. Buyer need not give any notice to, make any filings with or obtain any authorization, consent or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Each Buyer has full power and authority (including full corporate power and authority) authority to execute and deliver this Agreement the Transaction Documents and to perform its their respective obligations hereunderhereunder and thereunder. This Agreement constitutes Without limiting the generality of the foregoing, the board of directors of each Buyer has duly authorized the execution, delivery and performance of the Transaction Documents by each Buyer. The Transaction Documents constitute the valid and legally binding obligation obligations of the each Buyer, enforceable against each Buyer in accordance with its their respective terms and conditions.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to perform its obligations hereunder. This Agreement constitutes the valid hereunder and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditionsthereunder.

Authorization of Transaction. The Buyer has full corporate power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation obligations of the Buyer, enforceable in accordance with its terms and conditions. The Buyer does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to complete the transactions contemplated by this Agreement.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions. Buyer need not give any notice to; make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by Buyer.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement Agree­ment and to perform its obligations hereunder. This Agreement constitutes consti­tutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Buyer. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Buyer Buyer, subject to the fulfilment of the Buyer's financing contingency, has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its his obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions. The Buyer need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate this Transaction.

Authorization of Transaction. The Buyer Purchaser has the full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the BuyerPurchaser, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Buyer Purchaser has full right, power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the BuyerPurchaser, enforceable in accordance with its terms and conditionsterms.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its his obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions. Buyer need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Buyer Purchaser has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the a valid and legally binding obligation of the Buyeragreement, enforceable against it in accordance with its terms and conditions, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other applicable law of general application affecting enforcement of creditors’ rights generally.

Authorization of Transaction. The Each Buyer has full power and authority (including full corporate power and authority) authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the each Buyer, enforceable in accordance with its terms and conditions. Neither Buyer needs to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental or Regulatory Agency in order to consummate the Transactions. The execution, delivery, and performance of this Agreement and all other Transaction Documents hereby have been duly authorized by each Buyer.

Authorization of Transaction. The Buyer has full the corporate power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunderhereunderand has been duly authorized to carry out the execution, deliver and performance of this Agreement. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and conditionsby principals of equity.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Buyer has duly authorized the execution, delivery and performance of this Agreement by the Buyer. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Buyer has Buyers have full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the BuyerBuyers, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions, subject as to enforceability to appicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equity regardless of whether enforcement is sought in a proceeding at law or in equity.

Authorization of Transaction. The Buyer has full power execution, delivery, and authority (including full corporate power and authority) to execute and deliver compliance with the terms of this Agreement by the Buyer and to perform the performance by the Buyer of its obligations hereunderhereunder have been duly and validly authorized by all necessary corporate action on the part of the Buyer. This Agreement Agreement, assuming due execution and delivery by the Seller Parties , constitutes the valid a legal, valid, and legally binding obligation of the Buyer, Buyer and is enforceable against the Buyer in accordance with its terms and conditionsterms.

Authorization of Transaction. The Buyer has full power and authority (including full corporate company power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity). The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by Buyer.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute enter into and deliver perform its obligations under this Agreement and the Transaction Documents to perform its obligations hereunderwhich it is a party. This Agreement constitutes and the Transaction Documents to which it is a party constitute valid and legally binding obligation obligations of the Buyer, enforceable in accordance with its their respective terms and conditionsconditions except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity.

Authorization of Transaction. The Buyer has the full power and authority (including full corporate power and authority) to execute and deliver this Agreement and any ancillary documents to which the Buyer is a party and to perform its obligations hereunderthereunder. This Agreement constitutes and any ancillary documents to which the Buyer is a party constitute the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditionstheir terms.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Assuming due authorization, execution and delivery by the Solo Parties, this Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Each of the Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform his, her or its respective obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the each Buyer, enforceable in accordance with its terms and conditions. No Buyer need give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Authority in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Buyer has Buyers have full power and authority (including full corporate power and authority) to execute and deliver this Agreement and the Ancillary Agreements and to perform its their obligations hereunderhereunder and thereunder. This Agreement constitutes Without limiting the valid and legally binding obligation generality of the Buyerforegoing, enforceable in accordance with its terms the Boards of Directors of the Buyers have duly authorized the execution, delivery, and conditions.performance of this Agreement and

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and all related documents and to perform its obligations hereunderhereunder and thereunder. This Agreement constitutes Without limiting the valid and legally binding obligation generality of the foregoing, the board of directors of the Buyer have duly authorized the execution, delivery, and performance of this Agreement by the Buyer, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Buyer has duly authorized the execution, delivery, and performance of this Agreement by the Buyer. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions, except as such enforcement may be affected by bankruptcy and similar laws affecting creditors’ rights generally.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder; provided, however, that the Buyer cannot consummate the Merger unless and until it receives the Requisite Buyer Stockholder Approval. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Buyer has full power and authority (including full corporate or other entity power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions. The execution, delivery and performance of this Agreement and all other agreements contemplated by this Agreement have been duly authorized by the Buyer.

Authorization of Transaction. The Buyer has the full power and authority (including full corporate power to execute, deliver and authority) to execute and deliver perform this Agreement and to perform its obligations hereundercarry out the transactions contemplated hereby. This All necessary action, corporate or otherwise, including approval of the board of directors of Buyer, has been taken by Buyer to authorize the execution, delivery and performance of this Agreement constitutes and the transactions and agreements contemplated hereby and the same constitute the legal, valid and legally binding obligation obligations of the Buyer, Buyer enforceable in accordance with its terms and conditionstheir respective terms.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions. Buyer need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Buyer has duly authorized the execution, delivery, and performance of this Agreement by the Buyer. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Buyer has full corporate power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms and conditions. Each of Xxxx Xxxxxx and Xxxxx Xxxxx has the authority to execute and deliver all documents referred to in this Agreement on behalf of the Buyer.

Authorization of Transaction. The Buyer Purchaser has full power and authority (including full corporate company power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the BuyerPurchaser, enforceable in accordance with its terms and conditions. The Purchaser does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, Buyer enforceable in accordance with its terms and conditionsterms.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Buyer does not need to obtain the approval of its Shareholders to authorize this Agreement and perform the obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement Agreement, and all documents ancillary hereto, and to perform its obligations hereunderhereunder and thereunder. Without limiting the generality of the foregoing, the board of directors of Buyer has duly authorized the execution, delivery, and performance of this Agreement, and all documents ancillary hereto, by Buyer. This Agreement constitutes Agreement, and all documents ancillary hereto, constitute the valid and legally binding obligation of the Buyer, enforceable in accordance with its their terms and conditions.

Authorization of Transaction. The Buyer has full corporate power ---------------------------- and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized by all necessary corporate action of Buyer and constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Buyer has full the requisite corporate power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions. The Buyer is not required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The (a) Buyer has full power and authority (including full corporate power and authority) authority to execute and deliver this Agreement and all other Related Agreements to which it is a party and to perform its obligations hereunder. This Agreement constitutes the valid hereunder and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditionsthereunder.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement Agreement, and to perform its obligations hereunder. This Agreement has been duly executed and delivered by the Buyer and constitutes the valid and legally binding obligation obligations of the Buyer, enforceable in accordance with its terms and conditions, subject only to the Exception. The Buyer need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or Governmental Body in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions. Buyer need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any governmental authority in order to consummate the transactions contemplated hereby.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions. With the exception of filing a proxy statement relating to the transaction contemplated by this Agreement with the SEC and responding to any comments thereto, the Buyer need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Each Buyer has full power and authority ---------------------------- (including full corporate power and authority) to execute and deliver this Agreement and each Transaction Document to which it is a party, and to perform its obligations hereunderhereunder and thereunder. This Each of this Agreement constitutes and the Transaction Documents to be executed and delivered by each Buyer has been duly authorized by all necessary corporate action and has been (or will be at the Closing) duly executed and delivered by such Buyer and is (or upon execution and delivery will be) the valid and legally binding obligation of the such Buyer, enforceable against such Buyer in accordance with its terms and conditionsterms.

Authorization of Transaction. The Buyer has full all requisite power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunderhereunder and thereunder. The execution and delivery of this Agreement by the Buyer and the performance of this Agreement and the consummation of the transactions contemplated hereby and thereby by the Buyer have been duly and validly authorized by all necessary corporate action on the part of the Buyer. This Agreement has been duly and validly executed and delivered by the Buyer and constitutes the a valid and legally binding obligation of the Buyer, Buyer enforceable against it in accordance with its terms and conditionsterms.

Authorization of Transaction. The Buyer has full corporate power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation obligations of the Buyer, enforceable in accordance with its terms and conditions. Subject to the Approvals having been obtained, the Buyer need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to complete the transactions contemplated by this Agreement.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This The execution and delivery of this Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions.has been duly authorized

Authorization of Transaction. The Each of the Buyer and the Parent has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation obligations of the BuyerBuyer and the Parent, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery, and performance of this Agreement and the agreements contemplated hereby and the consummation of the transactions contemplated hereby have been duly authorized by Buyer. This Agreement constitutes constitutes, and when executed and delivered, the other documents and instruments to be executed and delivered by Buyer pursuant hereto will constitute, the valid and legally binding obligation obligations of the Buyer, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement the Acquisition Documents to which it is a party and to perform its obligations hereunderthereunder. This Agreement constitutes No approval of the members of the Buyer is required in order for the Buyer to consummate the transactions contemplated by this Agreement. The Acquisition Documents constitute the valid and legally binding obligation obligations of the Buyer, enforceable in accordance with its their terms and conditions.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions. The Buyer need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, other than under the Xxxx-Xxxxx-Xxxxxx Act.

Authorization of Transaction. The Buyer Each Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the legal, valid and legally binding obligation of the Buyereach Seller, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. The execution and consummation of the transactions contemplated hereby have been duly authorized by all requisite action on the part of Buyer. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable against Buyer in accordance with its terms and conditionsterms, subject to Bankruptcy Exceptions.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions. The Buyer need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Authority in order to consummate the transactions contemplated by this Agreement.