Common use of Due Authority Clause in Contracts

Due Authority. Such Stockholder has the full power and authority to make, enter into and carry out the terms of this Agreement. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes a valid and binding agreement of such Stockholder enforceable against it in accordance with its terms, except to the extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other applicable Law affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity.

Due Authority. Such Stockholder has the full power and authority to make, enter into execute and carry out the terms of deliver this AgreementAgreement and to perform his or her obligations hereunder. This Agreement has been duly and validly executed and delivered by such or on behalf of Stockholder and constitutes a legal, valid and binding agreement obligation of such Stockholder Stockholder, enforceable against it Stockholder in accordance with its terms, except subject to: (a) laws of general application relating to the extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other applicable Law affecting the enforcement of creditors’ rights generally insolvency and the effect relief of general principles debtors; and (b) rules of equitylaw governing specific performance, regardless of whether such enforceability is considered in a proceeding at law or in equityinjunctive relief and other equitable remedies.

Due Authority. Such Stockholder has the full power power, corporate or otherwise, and authority to make, enter into execute and carry out the terms of deliver this AgreementAgreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by such or on behalf of Stockholder and constitutes a legal, valid and binding agreement obligation of such Stockholder Stockholder, enforceable against it Stockholder in accordance with its terms. The Stockholder has not granted any proxies relating to, except to transferred any interests in or otherwise granted any rights with respect to, the extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other applicable Law affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equityShares.

Due Authority. Such Stockholder has the full power and authority to make, enter into and carry out the terms of this Agreement. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes a valid and binding agreement of such Stockholder enforceable against it in accordance with its terms, except to the extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other applicable Law Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at law Law or in equity.

Due Authority. Such The Stockholder has the full power and authority to make, enter into execute and carry out deliver this Agreement and to perform his obligations hereunder and consummate the terms of this Agreementtransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such or on behalf of the Stockholder and, assuming his due authorization, execution and delivery by the Company, constitutes a legal, valid and binding agreement obligation of such Stockholder the Stockholder, enforceable against it in accordance with its terms, except to the extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other applicable Law affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity.

Due Authority. Such Stockholder has the full all requisite corporate power and authority and has taken all corporate action necessary in order to makeexecute and deliver, enter into and carry out the terms of to perform its obligations under this Agreement. This Agreement has been duly and validly executed and delivered by such or on behalf of Stockholder and constitutes is a valid and binding agreement of such Stockholder enforceable against it in accordance with its terms, except subject, as to the extent enforceability may be limited by the effect of applicable bankruptcyenforcement, reorganization, insolvency, moratorium to laws relating to or other applicable Law affecting generally the enforcement of creditors’ rights generally creditors rights, including, without limitation, bankruptcy and the effect of insolvency laws and to general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity.

Due Authority. Such Stockholder has the full power and authority to make, enter into and carry out the terms of this Agreement. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes a valid and binding agreement of such Stockholder enforceable against it in accordance with its terms, except subject to the extent enforceability may be limited by the effect of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency, moratorium or other applicable Law and similar Laws affecting the enforcement of creditors’ rights generally and the effect of subject, as to enforceability, to general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity.

Due Authority. Such Stockholder has the full power and authority capacity to make, enter into and carry out the terms of this Agreement. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes a valid and binding agreement obligation of such Stockholder Stockholder, enforceable against it Stockholder in accordance with its terms, except subject to the extent enforceability may be limited by the effect of applicable (i) bankruptcy, insolvency, reorganization, insolvencymoratorium, moratorium fraudulent conveyance or other applicable Law laws relating to or affecting the enforcement of creditors’ rights generally and the effect of (ii) general principles of equityequitable principles, regardless of whether such enforceability is considered applied in a proceeding at law or in equity.

Due Authority. Such The Stockholder has the full power and authority capacity to make, enter into and carry out the terms of this Agreement. This Agreement has been duly and validly executed and delivered by such the Stockholder and, assuming due authorization, execution and delivery by Parent, constitutes a valid and binding agreement obligation of such the Stockholder enforceable against it in accordance with its terms, except subject to the extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other applicable Law affecting the enforcement of creditorsCreditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equityRights.

Due Authority. Such The Stockholder represents that he has the full power and authority to make, enter into execute and carry out deliver this Agreement and to perform his obligations hereunder and consummate the terms of this Agreementtransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such or on behalf of the Stockholder and constitutes a legal, valid and binding agreement obligation of such Stockholder Stockholder, enforceable against it him in accordance with its terms, except to the extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other applicable Law affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity.

Due Authority. Such Stockholder has the full power power, corporate or otherwise, and authority to make, enter into execute and carry out the terms of deliver this AgreementAgreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by or on behalf of such Stockholder and, assuming its due authorization, execution and delivery by Patriot, constitutes a legal, valid and binding agreement obligation of such Stockholder Stockholder, enforceable against it such Stockholder in accordance with its terms, except to the extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other applicable Law affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity.

Due Authority. Such Seller Stockholder has the full power and authority to make, enter into and carry out the terms of this Agreement. This Agreement has been duly and validly executed and delivered by such Seller Stockholder and constitutes a valid and binding agreement of such Seller Stockholder enforceable against it in accordance with its terms, except subject to the extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other applicable Law affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equityEnforceability Exceptions.

Due Authority. Such The Stockholder has the full power and authority to make, enter into and carry out the terms of this Agreement. This Agreement has been duly and validly executed and delivered by such the Stockholder and constitutes a valid and binding agreement of such the Stockholder enforceable against it in accordance with its terms, except subject to the extent enforceability may be limited by the effect of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, insolvency, moratorium or other applicable Law and similar laws affecting the enforcement of creditors’ rights generally and the effect of subject, as to enforceability, to general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity.

Due Authority. Such Company Stockholder has the full power and authority to make, enter into and carry out the terms of this Agreement. This Agreement has been duly and validly executed and delivered by such Company Stockholder and constitutes a valid and binding agreement of such Company Stockholder enforceable against it in accordance with its terms, terms (except to the extent as such enforceability may be limited by the effect of applicable bankruptcy, insolvency, fraudulent transfer, reorganization, insolvency, moratorium or and other applicable Law affecting the enforcement of creditors’ rights generally and the effect similar laws of general principles of equityapplicability relating to or affecting creditor’s rights, regardless of whether such enforceability is considered in a proceeding at law or in equityand to general equitable principles).

Due Authority. Such Stockholder has the full power and authority to makeexecute and deliver this Agreement and perform its obligations hereunder. If such Stockholder is an individual, enter into the signature to this agreement is genuine and carry out such Stockholder has legal competence and capacity to execute the terms of this Agreementsame. This Agreement has been duly and validly executed and delivered by such Stockholder and, assuming due execution and delivery by the other parties hereto, constitutes a legal, valid and binding agreement obligation of such Stockholder Stockholder, enforceable against it such Stockholder in accordance with its terms, except to the extent enforceability may be as limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other applicable Law affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equityremedies exceptions.

Due Authority. Such Stockholder has the full power and authority to make, enter into and carry out the terms of this Agreement. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes a valid and binding agreement of such Stockholder enforceable against it in accordance with its terms, except to the extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other applicable Law Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at law Law or in equity.

Due Authority. Such Stockholder has the full power and authority to make, enter into and carry out the terms of this Agreement. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes a valid and binding agreement of such Stockholder enforceable against it in accordance with its terms, except to the extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other applicable Applicable Law affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity.

Due Authority. Such The Stockholder has the full power and authority to make, enter into execute and carry out deliver this Agreement and to perform its obligations hereunder and consummate the terms of this Agreementtransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such or on behalf of the Stockholder and, assuming its due authorization, execution and delivery by the Company, constitutes a legal, valid and binding agreement obligation of such Stockholder the Stockholder, enforceable against it in accordance with its terms, except to the extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other applicable Law affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity.