Common use of Authorization; Valid and Binding Agreement Clause in Contracts

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by each of the Parent and Merger Sub and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action and no other proceedings on its part are necessary to authorize its execution, delivery or performance of this Agreement. This Agreement has been duly executed and delivered by the Parent and Merger Sub and, assuming the due authorization, execution and delivery by the other Parties, constitutes a legal, valid and binding obligation of the Parent and Merger Sub, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors' rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by each of the Parent and Merger Sub and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action on the part of Parent and Merger Sub, respectively, and no other proceedings on its the part of Parent or Merger Sub are necessary to authorize its the execution, delivery or performance of this Agreement. This Assuming that this Agreement has been duly executed and delivered by the Parent and Merger Sub and, assuming the due authorization, execution and delivery by the other Parties, constitutes is a legal, valid and binding obligation of the Company, this Agreement constitutes a valid and binding obligation of each of Parent and Merger Sub, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy lawsbankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium Laws, other similar laws Laws affecting creditors' ’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by each of the Parent and Merger Sub and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action on the part of Parent and Merger Sub, respectively, and no other proceedings on its the part of Parent or Merger Sub are necessary to authorize its the execution, delivery or performance of this Agreement. This Assuming that this Agreement has been duly executed and delivered by the Parent and Merger Sub and, assuming the due authorization, execution and delivery by the other Parties, constitutes is a legal, valid and binding obligation of the Company, this Agreement constitutes a valid and binding obligation of each of Parent and Merger Sub, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium laws, other similar laws affecting creditors' ’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by each of the Parent and Merger Sub Ancillary Agreements to which Buyer will be a party by Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action on the part of Buyer, and no other proceedings on its Buyer’s part are necessary to authorize its the execution, delivery or performance of this Agreement. This Assuming that this Agreement has been duly executed and delivered by the Parent and Merger Sub and, assuming the due authorization, execution and delivery by the other Parties, constitutes is a legal, valid and binding obligation of Seller and the Parent Target Company, this Agreement constitutes a valid and Merger Subbinding obligation of Buyer, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy lawsbankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium Laws, other similar laws Laws affecting creditors' ’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.. Section 5.03

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by each of the Parent and Merger Sub and the consummation of the transactions contemplated hereby Transactions by Parent and Merger Sub have been duly and validly authorized by all requisite corporate action on the part of Parent and Merger Sub, respectively, and no other proceedings on its the part of Parent or Merger Sub are necessary to authorize its the execution, delivery or performance of this Agreement. This Assuming that this Agreement has been duly executed and delivered by the Parent and Merger Sub and, assuming the due authorization, execution and delivery by the other Parties, constitutes is a legal, valid and binding obligation of the Company, this Agreement constitutes a valid and binding obligation of each of Parent and Merger Sub, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy lawsbankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium Laws, other similar laws Laws affecting creditors' ’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by each of the Parent and Merger Sub it and the consummation of the transactions contemplated hereby Contemplated Transactions have been duly and validly authorized by all requisite corporate action on the part of it, and no other proceedings on its part are necessary to authorize its the execution, delivery or performance of this Agreement. This Agreement has been duly executed and delivered by the Parent and Merger Sub it and, assuming the due authorization, execution and delivery by the other Partiesparties hereto, constitutes a its legal, valid and binding obligation of the Parent and Merger Subobligation, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy bankruptcy, insolvency, fraudulent conveyance, reorganization or moratorium laws, other similar laws Laws affecting creditors' ’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Authorization; Valid and Binding Agreement. The execution, execution and delivery and performance of this Agreement by each of the Parent and Merger Sub and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite required corporate action on the part of the Company and no other corporate proceedings on its the part of the Company are necessary to authorize its execution, delivery this Agreement or performance of this Agreementto consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Parent and Merger Sub Company and, assuming the due authorization, execution and delivery by the other Parties, constitutes that this Agreement is a legal, valid and binding obligation of the Parent Buyer Parties, this Agreement constitutes a valid and Merger Subbinding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors' ’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.