Common use of Corporate Authorization Clause in Contracts

Corporate Authorization. The execution, delivery and performance by Parent of this Agreement are within the corporate powers of Parent and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of Parent.

Corporate Authorization. The execution, delivery and performance by Parent of this Agreement and the Additional Agreements and the consummation by Parent of the transactions contemplated hereby and thereby are within the corporate powers of Parent and have been duly authorized by all necessary corporate actionaction on the part of Parent. This Agreement constitutes has been duly executed and delivered by Parent and it constitutes, and upon their execution and delivery, the Additional Agreements will constitute, a valid and legally binding agreement of Parent, enforceable against it in accordance with its terms.

Corporate Authorization. The execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized by all necessary corporate action. This Agreement constitutes a legal valid and binding agreement of Parent, enforceable against Parent in accordance with its terms.

Corporate Authorization. The execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement Agreement of Parent, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and similar laws relating to or affecting creditors generally.

Corporate Authorization. The execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of Parent.

Corporate Authorization. The execution, delivery and performance by Parent and Purchaser of this Agreement and the consummation by Parent and Purchaser of the transactions contemplated hereby are within the corporate powers of Parent and Purchaser and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of ParentParent and Purchaser.

Corporate Authorization. (a) The execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized by all necessary corporate actionaction on the part of Parent. This Agreement constitutes a valid and binding agreement of each of Parent.

Corporate Authorization. Parent has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance by Parent of this Agreement are within the corporate powers of Parent and have has been duly and validly authorized and no additional corporate, shareholder or similar authorization or consent is required in connection with the execution, delivery and performance by all necessary corporate action. This Agreement constitutes a valid and binding agreement Parent of Parentthis Agreement.

Corporate Authorization. The execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby and thereby are within the corporate powers of Parent and have been duly authorized by all necessary corporate actionaction on the part of Parent. This Agreement constitutes has been duly executed and delivered by Parent and it constitutes, and upon its execution and delivery will constitute a valid and legally binding agreement of Parent, enforceable against it in accordance with its terms.

Corporate Authorization. Parent has full corporate power and authority to execute and deliver this Agreement and to consummate the Transaction and the other transactions contemplated hereby. The execution, execution and delivery and performance by Parent of this Agreement are within and the corporate powers consummation of Parent the Transaction and the other transactions contemplated hereby have been duly authorized authorized, validly executed and approved by all necessary corporate actionthe Parent Board. This Agreement has been duly and validly executed and delivered by Parent and constitutes a valid and binding agreement obligation of Parent, enforceable against Parent in accordance with its terms (except as may be limited by the Enforceability Exceptions).

Corporate Authorization. Parent has full power and authority to execute and deliver this Agreement, to perform Parent’s obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of Parent.

Corporate Authorization. The execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby are within the corporate powers of Parent and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement Agreement of Parent.

Corporate Authorization. The executionParent has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. The execution and delivery of, delivery and performance by by, the Parent of this Agreement are within and the corporate powers consummation of Parent the Offer and the other transactions contemplated hereby have been been, or will at Closing be, duly authorized by all necessary corporate action. This action on the part of the Parent and, subject to obtaining the Parent Stockholder Approval, no other corporate actions on the part of the Parent are necessary to authorize this Agreement constitutes a valid or to consummate the Offer and binding agreement of Parentthe other transactions contemplated hereby.

Corporate Authorization. The execution, delivery and performance by Parent Company of this Agreement and the Additional Agreements and the consummation by Parent Company of the transactions contemplated hereby and thereby are within the corporate powers of Parent Company and have been duly authorized by all necessary corporate actionaction on the part of Parent Company. This Agreement constitutes has been duly executed and delivered by Parent Company and it constitutes, and upon their execution and delivery, the Additional Agreements will constitute, a valid and legally binding agreement of ParentParent Company, enforceable against it in accordance with its terms.

Corporate Authorization. The execution, delivery and performance by the Parent and the Purchaser of this Agreement and the consummation by the Parent and the Purchaser of the Transactions contemplated hereby are within the corporate powers of the Parent and the Purchaser and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of Parentthe Parent and the Purchaser.