Common use of Corporate Authorization Clause in Contracts

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

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

Corporate Authorization. The execution, delivery and performance by Buyer of this Agreement and each Related Agreement to which it is a party and the consummation by Buyer of the transactions contemplated hereby are within the corporate powers of Buyer and thereby have been duly authorized by all necessary corporate actionand shareholder action by Buyer. Buyer has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes has been duly executed and delivered by Buyer and, assuming due and valid authorization, execution and delivery thereof by each Seller party thereto, this Agreement is a valid and binding Agreement obligation of Buyer, enforceable in accordance with its terms and conditions.

Corporate Authorization. The Buyer has taken all necessary corporate actions to authorize and approve the execution, delivery delivery, and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby are within by this Agreement (including approval by the corporate powers Board of Buyer and have been duly authorized by all necessary corporate actionDirectors of Buyer). This Agreement constitutes a valid the legal, valid, and binding Agreement obligation of Buyer, enforceable against Buyer in accordance with its terms.

Corporate Authorization. The execution, execution and delivery of and performance by Buyer the Purchaser of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation by Buyer of the transactions contemplated hereby are within the corporate powers of Buyer and by them have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding Agreement action on the part of Buyerthe Purchaser.

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

Corporate Authorization. The This execution, delivery and performance by Buyer Investor of this Agreement and the consummation by Buyer of the transactions contemplated hereby are within the corporate powers of Buyer Investor and have been duly authorized by all necessary corporate actionpartnership action on the part of Investor. This Agreement constitutes a the valid and legally binding Agreement obligation of BuyerInvestor, enforceable against Investor in accordance with its terms.

Corporate Authorization. The execution, delivery and performance by Buyer the Company of this Agreement and the consummation by Buyer the Company of the transactions contemplated hereby are within the corporate powers of Buyer the Company and have been duly authorized by all necessary corporate actionaction of the Company. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding Agreement agreement of Buyerthe Company, enforceable against the Company in accordance with its terms.

Corporate Authorization. The execution, delivery and performance by Buyer Shareholder of this Agreement and the consummation by Buyer Shareholder of the transactions contemplated hereby are within the corporate powers power and capacity of Buyer Shareholder and have been duly authorized by all necessary corporate actionaction of the Shareholder. This Agreement has been duly and validly executed and delivered by Shareholder and constitutes a valid and binding Agreement of BuyerShareholder, enforceable against Shareholder in accordance with its terms.

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

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

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

Corporate Authorization. The execution, delivery and performance by Buyer Seller of this Agreement and the consummation by Buyer Seller of the transactions contemplated hereby and thereby are within the Seller's corporate powers of Buyer and have been duly authorized by all necessary corporate actionaction on the part of Seller. This Agreement constitutes a valid and binding Agreement agreement of BuyerSeller.

Corporate Authorization. The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby are within the corporate powers of Buyer and have been duly authorized by all necessary corporate action. This Agreement action on the part of Buyer and constitutes a valid and binding Agreement agreement of Buyer.Buyer enforceable in accordance with its terms subject to the laws of bankruptcy and those laws affecting creditors rights generally;

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

Corporate Authorization. The execution, delivery and performance by Buyer the Purchaser of this Agreement and the consummation by Buyer the Purchaser of the transactions contemplated hereby are within the corporate powers of Buyer the Purchaser and have been duly authorized by all necessary corporate actionaction on the part of the Purchaser, including each of the Purchaser Parties’ board of directors to the extent required by the its organizational documents, any other applicable Law or any contract to which Purchase or any of its shareholders is a party or by which or its securities are bound. This Agreement has been duly executed and delivered by each Purchaser and it constitutes a valid and legally binding Agreement agreement of BuyerPurchaser, enforceable against it in accordance with its terms.

Corporate Authorization. Purchaser has full corporate power and authority to execute and deliver this Agreement, and to perform its obligations hereunder. The execution, delivery and performance by Buyer Purchaser of this Agreement and the consummation by Buyer of the transactions contemplated hereby are within the corporate powers of Buyer and have been duly authorized by all necessary requisite corporate action. This Agreement constitutes a valid action on the part of Purchaser and binding Agreement no other corporate proceedings on the part of BuyerPurchaser are required in connection with the execution, delivery and performance by Purchaser of this Agreement.

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

Corporate Authorization. The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated effected hereby by Seller are within the its corporate powers of Buyer and have been duly authorized by all necessary corporate action, including the approval by its board of directors. This Agreement constitutes a valid and binding Agreement agreement of BuyerSeller.

Corporate Authorization. The execution, delivery and performance by Buyer of this Agreement and all other Transaction Documents to which Buyer is or will be a party and the consummation by Buyer of the transactions contemplated hereby and thereby are within the corporate powers of Buyer and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding Agreement action on the part of Buyer.

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

Corporate Authorization. The Buyer has the corporate power and capacity to enter into and perform its obligations under this Agreement. The execution, delivery and performance by the Buyer of its obligations under this Agreement and the consummation by Buyer of the transactions contemplated hereby are within the corporate powers of Buyer and have been duly authorized by all necessary corporate action. This action on the part of the Buyer and no other corporate proceedings on the part of the Buyer are necessary to authorize this Agreement constitutes a valid or the consummation of the Arrangement and binding Agreement of Buyerthe other transactions contemplated hereby.

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

Corporate Authorization. The execution, delivery and performance by Buyer of this Agreement Agreement, each of the Ancillary Agreements and the consummation by Buyer of the transactions contemplated hereby Contemplated Transactions are within the corporate powers of Buyer and have been duly authorized by all necessary corporate actionaction on the part of Buyer. This Agreement constitutes and each of the Ancillary Agreements to which Buyer is a party have been duly executed and delivered by Buyer and constitute valid and binding Agreement agreements of Buyer, enforceable in accordance with its terms.

Corporate Authorization. The execution, Purchaser has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. The execution and delivery and performance by Buyer the Purchaser of this Agreement and the consummation by Buyer of the transactions contemplated hereby are within the corporate powers of Buyer and Arrangement have been duly authorized by all necessary corporate action. This Agreement constitutes a valid action on the part of the Purchaser and binding Agreement no other corporate proceedings on the part of Buyerthe Purchaser are necessary to authorize this Agreement.

Corporate Authorization. The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby are within the corporate powers of Buyer and have been duly authorized by all necessary corporate actionactions on the part of Buyer. This Agreement constitutes a legal, valid and binding Agreement agreement of Buyer, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally.

Corporate Authorization. The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby are within the corporate powers of Buyer and thereby, have been duly authorized by all necessary corporate actionaction on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes a valid and binding Agreement agreement of Buyer, enforceable in accordance with its terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium and other similar laws affecting the enforcement of creditors’ rights generally.

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

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

Corporate Authorization. The execution, delivery and performance by Buyer of this Agreement Agreement, each of the Ancillary Agreements and the consummation by Buyer of the transactions contemplated hereby and thereby are within the corporate powers of Buyer and have been duly authorized by all necessary corporate actionaction on the part of Buyer. This Agreement constitutes and each of the Ancillary Agreements to which Seller is a party have been duly executed and delivered by Buyer and constitute valid and binding Agreement agreements of Buyer.

Corporate Authorization. The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby Transactions, including the Offer and the Asset Sale, are within the Buyer’s corporate powers of Buyer and have been duly and validly authorized by all necessary corporate actionaction on the part of Buyer and Parent and no other corporate proceedings on the part of either Buyer or any of Buyer’s Affiliates are necessary. This Assuming due authorization, execution and delivery hereof by the Company, this Agreement constitutes a valid and binding Agreement agreement of Buyer, subject to the Enforceability Exceptions.

Corporate Authorization. The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby are within the corporate powers of Buyer and have been duly authorized by all necessary corporate actionaction on the part of Buyer. This Agreement constitutes a legal, valid and binding Agreement agreement of Buyer, enforceable in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and subject to general principles of equity.

Corporate Authorization. The executionexecution and delivery of, delivery and performance by Buyer of the Vendor of, this Agreement and the consummation by Buyer of the transactions contemplated hereby are within by this Agreement have been, or will prior to the corporate powers of Buyer and Closing Date have been been, duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding Agreement action on the part of Buyerthe Vendor.

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

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

Corporate Authorization. The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby are within the its corporate powers of Buyer and have been duly authorized by all necessary corporate actionaction on its part. This Agreement has been duly and validly executed by Buyer and constitutes a the legal, valid and binding Agreement of Buyeragreement thereof, enforceable in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally.

Corporate Authorization. The Purchaser has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance by Buyer the Purchaser of its obligations under this Agreement and the consummation by Buyer completion of the Arrangement and the other transactions contemplated hereby are within the corporate powers of Buyer and have been duly authorized by all necessary corporate action. This action on the part of the Purchaser and no other corporate proceedings on the part of the Purchaser are necessary to authorize this Agreement constitutes a valid or the completion of the Arrangement and binding Agreement of Buyerthe other transactions contemplated hereby.

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

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

Corporate Authorization. The execution, delivery and performance by Buyer of this Agreement the Transaction Documents and the consummation by Buyer of the transactions contemplated hereby are within the corporate powers of Buyer and have been duly authorized by all necessary corporate actionaction on the part of Buyer. This Agreement constitutes a valid and binding Agreement agreement of Buyer, and the other Transaction Documents when executed and delivered by Buyer will constitute, valid and binding agreements of Buyer.

Corporate Authorization. The execution, delivery and performance of this Agreement by ▇▇▇▇▇ and the consummation by Buyer of the transactions contemplated hereby are within the organizational powers of Buyer and have been duly authorized by all necessary corporate or other organizational action on the part of Buyer and no approval by any of the equityholders of Buyer or its Affiliates is necessary to authorize the execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby are within the corporate powers of Buyer and have been duly authorized by all necessary corporate actionhereby. This Agreement has been duly executed and delivered by ▇▇▇▇▇ and, assuming due authorization, execution and delivery by Seller and the Company, constitutes a legal, valid and binding Agreement agreement of Buyer, enforceable against Buyer in accordance with its terms (subject to the Remedies Exception).

Corporate Authorization. The execution, execution and delivery and performance by Buyer of this Agreement to Seller and the consummation by Buyer of the transactions transaction contemplated hereby are within herein in accordance with all the corporate powers of Buyer and terms hereof have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding Agreement actions on the part of Buyer. The execution, delivery and performance of this Agreement by ▇▇▇▇▇ will not conflict with or result in the breach or violation of any term or provision of Buyer's Articles of Incorporation or By-Laws.

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

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

Corporate Authorization. The execution, delivery and performance by the Buyer of this Agreement and the Stock Purchase Agreement and the consummation by the Buyer of the transactions contemplated hereby and thereby are within the Buyer's corporate powers of Buyer and have been duly authorized by all necessary corporate actionaction on the part of the Buyer. This The Buyer has duly executed and delivered each of this Agreement and the Stock Purchase Agreement, and each of this Agreement and the Stockholder Agreement constitutes a valid and binding Agreement agreement of the Buyer.

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

Corporate Authorization. The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby are within the Buyer’s corporate powers of Buyer and have been duly authorized by all necessary corporate actionaction on the part of Buyer. This Agreement constitutes a valid and binding Agreement agreement of BuyerBuyer enforceable against Buyer in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions.

Corporate Authorization. The execution, execution and delivery and performance by Buyer of this Agreement Agreement, and the Buyer’s consummation by Buyer of the transactions contemplated hereby are within the corporate powers of Buyer and hereby, have been duly authorized by all necessary requisite corporate action. This , and the consummation of the transactions contemplated by this Agreement constitutes a valid and binding Agreement of Buyerdoes not violate any Law.

Corporate Authorization. The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby are within the corporate or similar powers of Buyer and have been duly authorized by all necessary corporate actionor similar action on the part of Buyer. This Agreement constitutes a valid and binding Agreement agreement of BuyerBuyer enforceable against Buyer in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity).

Corporate Authorization. The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby are within the corporate Buyer’s organizational powers of Buyer and have been duly authorized by all necessary corporate actionor other action on the part of Buyer. This Agreement constitutes a valid and binding Agreement agreement of Buyer.

Corporate Authorization. The execution, delivery and performance transactions contemplated by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby are within the corporate powers of Buyer and have been duly authorized by all necessary appropriate corporate action. This Agreement constitutes actions, and upon the execution and delivery of this Agreement, it shall be a valid and binding Agreement obligation of the Buyer.

Corporate Authorization. The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby are within the corporate powers of Buyer and B▇▇▇▇ have been duly authorized by all necessary requisite corporate actionaction on the part of Buyer. This Agreement has been duly executed and delivered by B▇▇▇▇ and constitutes a the legal, valid and binding Agreement obligation of Buyer, enforceable against Buyer in accordance with its terms.

Corporate Authorization. The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby are within the corporate powers of Buyer and have been duly authorized by all necessary corporate actionaction on the part of Buyer. This Agreement constitutes a valid and binding Agreement agreement of BuyerBuyer except as limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Applicable Laws affecting the enforcement of creditors’ rights and (ii) general rules of equity.

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

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

Corporate Authorization. The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby are within the corporate powers of Buyer and have been duly authorized by all necessary corporate actionaction on the part of Buyer. This Agreement constitutes a valid and binding Agreement agreement of BuyerBuyer enforceable against Buyer in accordance with its terms, except as enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to the enforcement of creditors' rights generally and by general principles of equity.

Corporate Authorization. The execution, delivery and performance by the Buyer of this Agreement and the Security Documents and the consummation by Buyer of the transactions contemplated hereby and thereby are within the corporate or equivalent powers of the Buyer and have been duly authorized by all necessary corporate actionor other action on the part of the Buyer. This Agreement constitutes a and the Security Documents constitute valid and binding Agreement agreements of the Buyer, enforceable in accordance with each of their terms.

Corporate Authorization. The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby are within the Buyer’s corporate powers of Buyer and have been duly authorized by all necessary corporate actionaction by or on behalf of Buyer. This Agreement constitutes a valid and binding Agreement agreement of Buyer.

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

Corporate Authorization. The execution, delivery and performance by Buyer Seller of this Agreement and the consummation by Buyer Seller of the transactions contemplated hereby are within the Seller’s corporate powers of Buyer and have been duly authorized by all necessary corporate actionaction by or on behalf of Seller. This Agreement constitutes a valid and binding Agreement agreement of BuyerSeller.

Corporate Authorization. The execution, delivery and performance by Buyer the Purchaser of its obligations under this Agreement and the consummation by Buyer the Purchaser of the transactions contemplated hereby are within the Purchaser's corporate powers of Buyer and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding Agreement or other action on the part of Buyerthe Purchaser.

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

Corporate Authorization. The execution, delivery and performance by the Buyer of this Agreement and the Amendment and the consummation by the Buyer of the transactions contemplated hereby and thereby are within the Buyer's corporate powers of Buyer and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding Agreement or other action on the part of the Buyer.

Corporate Authorization. The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby are within the Buyer’s corporate powers of Buyer and have been duly authorized by all necessary corporate actionaction on the part of Buyer. This Agreement constitutes a valid and binding Agreement agreement of Buyer, enforceable against Buyer 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 equity principles.

Corporate Authorization. The execution, delivery and performance by Buyer the Seller of this Agreement and the Stock Purchase Agreement and the consummation by Buyer the Seller of the transactions contemplated hereby and thereby are within the Seller's corporate powers of Buyer and have been duly authorized by all necessary corporate actionaction on the part of the Seller. This The Seller has duly executed and delivered each of this Agreement and the Stock Purchase Agreement, and each of this Agreement and the Stockholder Agreement constitutes a valid and binding Agreement agreement of Buyerthe Seller.

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

Corporate Authorization. The execution, delivery and performance by Buyer the Purchaser of this Agreement and the consummation by Buyer completion of the transactions contemplated hereby Arrangement are within the corporate powers of Buyer the Purchaser and have been duly authorized by all authorized, and no other corporate proceedings on the part of the Purchaser are necessary corporate actionto authorize this Agreement or the transactions contemplated hereby. This Agreement constitutes a valid and binding Agreement agreement of Buyerthe Purchaser enforceable against the Purchaser in accordance with its terms.

Corporate Authorization. The execution, delivery and performance transactions contemplated by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby are within the corporate powers of Buyer and have been duly authorized by all necessary appropriate corporate action. This Agreement constitutes actions on the part of Seller and, upon the execution and delivery of this Agreement, it shall be a valid and binding Agreement obligation of Buyerthe Seller.

Corporate Authorization. The execution, delivery and performance by Buyer Purchaser of this Agreement and the consummation by Buyer of the transactions contemplated hereby Transactions are within the corporate powers of Buyer Purchaser and have been duly authorized by all necessary corporate actionactions on the part of Purchaser. This Agreement constitutes a valid and binding Agreement agreement of BuyerPurchaser that is enforceable in accordance with its terms.

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

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

Corporate Authorization. The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby by Buyer are within the Buyer’s corporate powers of Buyer and have been duly authorized by all necessary corporate actionaction on the part of Buyer. This Agreement constitutes a valid and binding Agreement agreement of Buyer, enforceable against Buyer in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity).

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

Corporate Authorization. The execution, delivery and performance by Buyer of this Agreement and each of the Ancillary Agreements and the consummation by Buyer of the transactions contemplated hereby and thereby are within the corporate powers of Buyer and have been duly authorized by all necessary corporate actionaction on the part of Buyer. This Agreement constitutes and each of the Ancillary Agreements to which Buyer is a party constitute valid and binding Agreement agreements of Buyer, enforceable in accordance with their terms.

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

Corporate Authorization. The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby are within the corporate powers of Buyer and have been duly authorized by all necessary corporate actionaction on the part of Buyer. This Agreement constitutes a contains valid and binding Agreement obligations of BuyerBuyer enforceable in accordance with their terms, except as enforcement thereof may be limited by insolvency laws.

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

Corporate Authorization. The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby Transactions, including the Offer, are within the Buyer’s corporate powers of Buyer power and have been duly and validly authorized by all necessary corporate actionaction on the part of Buyer and no other corporate proceedings on the part of Buyer or any of its Subsidiaries are necessary. This Assuming due authorization, execution and delivery hereof by the Company, this Agreement constitutes a valid and binding Agreement agreement of Buyer, subject to the Enforceability Exceptions.

Corporate Authorization. The execution, delivery and performance by Buyer of this Agreement and (to the extent a party thereto) the other Transaction Documents and the consummation by Buyer of the transactions contemplated hereby and thereby are within the corporate powers of Buyer and have been duly authorized by all necessary corporate actionaction on the part of Buyer. This Assuming due execution and delivery by the Sellers of this Agreement, this Agreement constitutes and (to the extent a party thereto) the other Transaction Documents constitute valid and binding Agreement agreements of Buyer.

Corporate Authorization. The execution, delivery and performance by Buyer such Purchaser of this Agreement and the consummation by Buyer of the the. transactions contemplated hereby are within the corporate powers of Buyer such Purchaser and have been duly authorized by all necessary corporate actionaction on the part of such Purchaser. This Agreement and each other Transaction Document to which such Purchaser is a party constitutes a valid and binding Agreement agreement of Buyersuch Purchaser.

Corporate Authorization. The execution, delivery and performance by Buyer each Seller of this Agreement and the consummation by Buyer it of the transactions contemplated hereby are within the its corporate powers of Buyer and have been duly authorized by all necessary corporate actionaction of such Seller. This Agreement has been duly and validly executed and delivered by each Seller and constitutes a valid and binding Agreement agreement of Buyereach Seller, enforceable against it in accordance with its terms.

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

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

Corporate Authorization. The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby are within the corporate powers of Buyer and have been duly authorized by all necessary corporate actionaction on the part of Buyer. This Agreement has been duly and validly executed by Buyer and constitutes a the legal, valid and binding Agreement agreement of Buyer, enforceable in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights.

Corporate Authorization. The execution, delivery and performance by Buyer of this Agreement and each of the Ancillary Agreements, and the consummation by Buyer of the transactions contemplated hereby and thereby are within the corporate powers of Buyer and have been duly authorized by all necessary corporate actionaction on the part of Buyer. This Agreement constitutes and each of the Ancillary Agreements have been duly executed and delivered by Buyer and constitute a valid and binding Agreement agreement of Buyer.

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

Corporate Authorization. The execution, delivery and performance by Buyer the Purchaser of this Agreement and the consummation by Buyer the Purchaser of the transactions contemplated hereby are within the corporate powers of Buyer the Purchaser and have been duly authorized by all authorized, and no other corporate proceedings on the part of the Purchaser are necessary corporate actionto authorize this Agreement or the transactions contemplated hereby. This Agreement constitutes a valid and binding Agreement agreement of Buyerthe Purchaser enforceable against the Purchaser in accordance with its terms.

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

Corporate Authorization. The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby are within the corporate powers of Buyer and have been duly authorized by all necessary corporate actionaction on the part of Buyer. This Agreement constitutes a the legal, valid and binding Agreement agreement of Buyer, enforceable in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity.

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

Corporate Authorization. The execution, delivery and performance by Buyer the Purchaser of this Agreement and the consummation by Buyer of the transactions contemplated hereby are within the corporate powers of Buyer and have been duly and validly authorized by all the board of directors of the Purchaser and no other corporate proceeding on the part of the Purchaser is necessary corporate action. This Agreement constitutes a valid and binding Agreement for the consummation by the Purchaser of Buyerthe transactions contemplated hereby.

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

Corporate Authorization. The execution, Buyer has taken all corporate action necessary to approve the execution and delivery and performance by Buyer of this the Agreement and the consummation by Buyer of the transactions contemplated hereby are within the corporate powers of Buyer and have been duly authorized by all necessary corporate actionhereby. This Agreement constitutes a the valid and binding Agreement obligation of the Buyer, enforceable in accordance with its terms.

Corporate Authorization. The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby by ▇▇▇▇▇ are within the Buyer’s corporate powers of Buyer and have been duly authorized by all necessary corporate actionaction on the part of Buyer. This Agreement constitutes a valid and binding Agreement agreement of Buyer, enforceable against Buyer in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity).

Corporate Authorization. The execution, delivery and performance by the Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby are within the corporate powers of the Buyer and have been duly authorized by all necessary corporate actionaction on the part of the Buyer. This Agreement constitutes a valid and binding Agreement agreement of Buyerthe Buyer in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity).

Corporate Authorization. The execution, execution delivery and performance by Buyer of this Agreement and of each of the Ancillary Agreements and the consummation by Buyer of the transactions contemplated hereby and thereby are within the corporate powers of Buyer and have been duly authorized by all necessary corporate actionaction on the part of Buyer. This Agreement constitutes and each of the Ancillary Agreements to which Buyer is a party constitute valid and binding Agreement agreements of Buyer.

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

Corporate Authorization. The execution, delivery and performance by Buyer the Seller of this Agreement and the consummation by Buyer of the transactions contemplated hereby are within the corporate powers of Buyer and have been duly authorized by all necessary authorized, and no additional corporate actionor stockholder action is required for the approval of this Agreement. This Agreement has been duly executed and delivered and constitutes a the legal, valid and binding Agreement agreement of Buyerthe Seller, enforceable against the Seller in accordance with its terms.

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

Corporate Authorization. The executionexecution and delivery of, delivery and performance by Buyer of the Purchaser of, this Agreement and the consummation by Buyer of the transactions contemplated hereby are within the corporate powers of Buyer and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding Agreement action on the part of Buyerthe Purchaser.