Common use of Authorization; Validity of Agreement; Necessary Action Clause in Contracts

Authorization; Validity of Agreement; Necessary Action. Such Shareholder has the requisite power and authority and/or capacity to execute and deliver this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by such Shareholder of this Agreement, the performance by it of the obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by such Shareholder and no other actions or proceedings on the part of such Shareholder to authorize the execution and delivery of this Agreement, the performance by such Shareholder of the obligations hereunder or the consummation of the transactions contemplated hereby are required. This Agreement has been duly executed and delivered by such Shareholder and, assuming the due authorization, execution and delivery of this Agreement by the Goalie Parties, constitutes a legal, valid and binding agreement of such Shareholder, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equitable principles.

Authorization; Validity of Agreement; Necessary Action. Such Shareholder The Stockholder has the requisite power and authority and/or capacity to execute and deliver this Agreement, to carry out perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by such Shareholder the Stockholder of this Agreement, Agreement and the performance by it of the its obligations hereunder and the consummation by it of the transactions contemplated hereby have been duly and validly authorized by such Shareholder the Stockholder and no other actions or proceedings on the part of such Shareholder the Stockholder or any other Person are necessary to authorize the execution and delivery by it of this Agreement, the performance by such Shareholder it of the its obligations hereunder or the consummation by it of the transactions contemplated hereby are requiredby this Agreement. This Agreement has been duly executed and delivered by such Shareholder the Stockholder and, assuming the due authorization, execution and delivery of this Agreement by constitutes a valid and binding obligation of the Goalie PartiesCompany, constitutes a legal, valid and binding agreement obligation of such Shareholderthe Stockholder, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium the Bankruptcy and similar laws of general applicability relating to or affecting creditors’ rights and to general equitable principlesEquity Exception.

Authorization; Validity of Agreement; Necessary Action. Such Shareholder Stockholder has the requisite power and authority and/or capacity to execute and deliver this Agreement, to carry out perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by such Shareholder Stockholder of this Agreement, Agreement and the performance by it of the its obligations hereunder and the consummation by it of the transactions contemplated hereby have been duly and validly authorized by such Shareholder Stockholder, and no other actions or proceedings on the part of such Shareholder Stockholder or any stockholder or equity holder thereof or any other Person are necessary to authorize the execution and delivery by it of this Agreement, the performance by such Shareholder it of the its obligations hereunder or the consummation by it of the transactions contemplated hereby are requiredby this Agreement. This Agreement has been duly executed and delivered by such Shareholder Stockholder and, assuming the due authorization, execution and delivery of this Agreement is duly executed and delivered by the Goalie Partiesother parties hereto, constitutes a legal, valid and binding agreement obligation of such ShareholderStockholder, enforceable against it in accordance with its terms, except as such enforcement may be subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or other similar laws of general applicability relating to or affecting creditors’ rights generally, and to general equitable principles.

Authorization; Validity of Agreement; Necessary Action. Such Shareholder The Stockholder has the requisite power and authority and/or capacity to execute and deliver this Agreement, to carry out perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by such Shareholder the Stockholder of this Agreement, Agreement and the performance by it of the its obligations hereunder and the consummation by it of the transactions contemplated hereby have been duly and validly authorized by such Shareholder the Stockholder and no other actions or proceedings on the part of such Shareholder the Stockholder or any stockholder or equity holder thereof or any other Person are necessary to authorize the execution and delivery by it of this Agreement, the performance by such Shareholder it of the its obligations hereunder or the consummation by it of the transactions contemplated hereby are requiredby this Agreement. This Agreement has been duly executed and delivered by such Shareholder the Stockholder and, assuming the due authorization, execution and delivery of this Agreement by the Goalie Partiesconstitutes a valid and binding obligation of Parent, constitutes a legal, valid and binding agreement obligation of such Shareholderthe Stockholder, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium the Bankruptcy and similar laws of general applicability relating to or affecting creditors’ rights and to general equitable principlesEquity Exception.

Authorization; Validity of Agreement; Necessary Action. Such Shareholder Principal Holder has the requisite full power and authority and/or and the requisite capacity and authority to execute and deliver this Agreement, to carry out its perform his obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Principal Holder and, assuming this Agreement constitutes a valid and binding obligation of Acquisition Sub and Parent, constitutes a legal, valid and binding obligation of such Principal Holder, enforceable against it in accordance with its terms, subject to the effect of any bankruptcy, insolvency (including all Laws related to fraudulent transfers), reorganization, moratorium or similar Laws affecting creditors’ rights generally and subject to the effect of general principles of equity. The execution and delivery of this Agreement by such Shareholder of this AgreementPrincipal Holder, the performance by it of the his obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of such Shareholder Principal Holder; and (ii) no other actions or proceedings on the part of such Shareholder Principal Holder are necessary to authorize the execution and delivery of this Agreement, the performance by such Shareholder of the his obligations hereunder or and the consummation of the transactions contemplated hereby are required. This Agreement has been duly executed and delivered by such Shareholder and, assuming the due authorization, execution and delivery of this Agreement by the Goalie Parties, constitutes a legal, valid and binding agreement of such Shareholder, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equitable principleshereby.

Authorization; Validity of Agreement; Necessary Action. Such Shareholder has the requisite full power and authority and/or capacity to execute and deliver this Agreement, to carry out its obligations hereunder Agreement and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by such Shareholder of this Agreement, and the consummation by such Shareholder of the transactions contemplated hereby and thereby to be consummated by it, have been duly authorized by the governing body of such Shareholder, if applicable, and no other action on the part of such Shareholder is necessary to authorize the execution and delivery by such Shareholder of this Agreement, the performance by it of the obligations hereunder Agreement and the consummation by such Shareholder of the transactions contemplated hereby have been duly and validly authorized thereby to be consummated by such Shareholder and no other actions or proceedings on the part of such Shareholder to authorize the execution and delivery of this Agreement, the performance by such Shareholder of the obligations hereunder or the consummation of the transactions contemplated hereby are requiredit. This Agreement has been duly executed and delivered by such Shareholder Shareholder, and, assuming the due and valid authorization, execution and delivery hereof by each of this Agreement by the Goalie Partiesother Parties hereto, constitutes is a legal, valid and binding agreement obligation of such the Shareholder, enforceable against it in accordance with its terms, subject to except as may be limited by any bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and moratorium, fraudulent conveyance or other similar laws affecting the enforcement of general applicability relating to or affecting creditors’ rights and to generally or by general equitable principlesprinciples of equity.

Authorization; Validity of Agreement; Necessary Action. Such Shareholder Stockholder has the requisite power and authority and/or capacity to execute and deliver this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by such Shareholder Stockholder of this Agreement, the performance by it of the obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by such Shareholder by, or on behalf of, Stockholder and no other actions or proceedings on the part of such Shareholder Stockholder to authorize the execution and delivery of this Agreement, the performance by such Shareholder Stockholder of the obligations hereunder or the consummation of the transactions contemplated hereby are required. This Agreement has been duly executed and delivered by such Shareholder Stockholder and, assuming the due authorization, execution and delivery of this Agreement by the Goalie Parent Parties, constitutes a legal, valid and binding agreement of such ShareholderStockholder, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equitable principles.

Authorization; Validity of Agreement; Necessary Action. Such Shareholder Stockholder has the requisite power and authority and/or capacity to execute and deliver this Agreement, to carry out perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by such Shareholder Stockholder of this Agreement, Agreement and the performance by it of the its obligations hereunder and the consummation by it of the transactions contemplated hereby have been duly and validly authorized by such Shareholder Stockholder and no other actions or proceedings on the part of such Shareholder Stockholder or any stockholder or equity holder thereof or any other Person are necessary to authorize the execution and delivery by it of this Agreement, the performance by such Shareholder it of the its obligations hereunder or the consummation by it of the transactions contemplated hereby are requiredby this Agreement. This Agreement has been duly executed and delivered by such Shareholder Stockholder and, assuming the due authorization, execution and delivery of this Agreement by the Goalie Partiesconstitutes a valid and binding obligation of Parent, constitutes a legal, valid and binding agreement obligation of such ShareholderStockholder, enforceable against it in accordance with its terms, except as such enforcement may be subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or other similar laws of general applicability relating to or affecting creditors’ rights generally, and to general equitable principles.

Authorization; Validity of Agreement; Necessary Action. Such Shareholder Stockholder has the requisite power and authority and/or capacity to execute and deliver this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by such Shareholder Stockholder of this Agreement, the performance by it of the obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by such Shareholder by, or on behalf of, Stockholder and no other actions or proceedings on the part of such Shareholder Stockholder to authorize the execution and delivery of this Agreement, the performance by such Shareholder Stockholder of the obligations hereunder or the consummation of the transactions contemplated hereby are required. This Agreement has been duly executed and delivered by such Shareholder Stockholder and, assuming the due authorization, execution and delivery of this Agreement by the Goalie PartiesCompany, constitutes a legal, valid and binding agreement of such ShareholderStockholder, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equitable principles.

Authorization; Validity of Agreement; Necessary Action. Such Shareholder Parent has the requisite power and authority and/or capacity to execute and deliver this Agreement, to carry out perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by such Shareholder Parent of this Agreement, Agreement and the performance by it of the its obligations hereunder and the consummation by it of the transactions contemplated hereby have been duly and validly authorized by such Shareholder Parent and no other actions or proceedings on the part of such Shareholder Parent or any stockholder or equity holder thereof or any other Person are necessary to authorize the execution and delivery by it of this Agreement, the performance by such Shareholder it of the its obligations hereunder or the consummation by it of the transactions contemplated hereby are requiredby this Agreement. This Agreement has been duly executed and delivered by such Shareholder Parent and, assuming the due authorization, execution and delivery of this Agreement by constitutes a valid and binding obligation of the Goalie Partiesother parties hereto, constitutes a legal, valid and binding agreement obligation of such ShareholderParent, enforceable against it in accordance with its terms, except as such enforcement may be subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or other similar laws of general applicability relating to or affecting creditors’ rights generally, and to general equitable principles.

Authorization; Validity of Agreement; Necessary Action. Such Shareholder Stockholder has the requisite full power and authority and/or capacity to execute and deliver this Agreement, to carry out its perform such Stockholder's obligations hereunder and to consummate the transactions contemplated hereby. The execution execution, delivery and delivery performance by such Shareholder Stockholder of this Agreement, the performance by it of the obligations hereunder Agreement and the consummation by it of the transactions contemplated hereby have been duly and validly authorized by such Shareholder Stockholder and no other actions or proceedings on the part of such Shareholder Stockholder or any record holder of such Stockholders' Shares are necessary to authorize the execution and delivery by it of this Agreement, the performance by such Shareholder of the obligations hereunder or Agreement and the consummation by it of the transactions contemplated hereby are requiredhereby. This Agreement has been duly executed and delivered by such Shareholder Stockholder, and, assuming the due authorization, execution and delivery of this Agreement by the Goalie Partiesconstitutes a valid and binding obligation of Parent, constitutes a legal, valid and binding agreement obligation of such ShareholderStockholder, enforceable against it in accordance with its terms. No Stockholder who is executing and delivering this Agreement in a trustee capacity is required to obtain the consent of any beneficiary or other person to execute and deliver this Agreement or to consummate the transactions contemplated hereby, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws other than any consent that has been obtained as of general applicability relating to or affecting creditors’ rights and to general equitable principlesthe date hereof.