Common use of Enforceability; Authority; No Conflict Clause in Contracts

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of each agreement and certificate to be executed or delivered by Buyer at Closing pursuant to Section 2.6(b) (the “Buyer’s Closing Documents”), each of Buyer’s Closing Documents will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer, as the case may be, in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Buyer’s Closing Documents and to perform its obligations under this Agreement and Buyer’s Closing Documents, and such action has been duly authorized by all necessary corporate action.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of BuyerSeller, enforceable against Buyer it in accordance with its terms. Upon the execution and delivery by Buyer Seller of each agreement and certificate to be executed or delivered by Buyer Seller at the Closing pursuant to Section 2.6(b2.6(a) (the “BuyerSeller’s Closing Documents”), each of BuyerSeller’s Closing Documents will constitute the legal, valid and binding obligation of BuyerSeller, enforceable against Buyer, as the case may be, it in accordance with its respective terms. Buyer Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and BuyerSeller’s Closing Documents and to perform its obligations under this Agreement and BuyerSeller’s Closing Documents, and such action has been duly authorized by all necessary corporate actionaction by the Seller Stockholders and directors of Seller.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of BuyerSeller, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer Seller of each other agreement and certificate to be executed or delivered by Buyer Seller at the Closing pursuant to Section 2.6(b) (collectively, the “Buyer’s "Seller's Closing Documents”"), each of Buyer’s Seller's Closing Documents will constitute the legal, valid and binding obligation of BuyerSeller, enforceable against Buyer, as the case may be, in accordance with its respective terms. Buyer Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Buyer’s the Seller's Closing Documents and to perform its obligations under this Agreement and Buyer’s the Seller's Closing Documents, and such action has been duly authorized by all necessary corporate actionaction by Seller's shareholders and board of directors.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of each agreement and certificate to be executed or delivered by Buyer at Closing pursuant to Section 2.6(b) (the “Buyer’s Closing Documents”), each of the Buyer’s Closing Documents will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer, as the case may be, in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Buyer’s Closing Documents and to perform its obligations under this Agreement and the Buyer’s Closing Documents, and such action has been duly authorized by all necessary corporate action.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of BuyerSeller, enforceable against Buyer it in accordance with its terms. Upon the execution and delivery by Buyer Seller of each agreement and certificate to be executed or delivered by Buyer Seller upon execution of this Agreement and at the Closing pursuant to Section 2.6(b) (collectively, the “BuyerSeller’s Closing Documents”), each of BuyerSeller’s Closing Documents will constitute the legal, valid and binding obligation of BuyerSeller, enforceable against Buyer, as the case may be, Seller in accordance with its respective terms. Buyer Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Buyerthe Seller’s Closing Documents to which it is a party and to perform its obligations under this Agreement and Buyerthe Seller’s Closing Documents, and such action has been duly authorized by all necessary corporate actionaction by its board of directors.

Enforceability; Authority; No Conflict. (a) 1. This Agreement constitutes the legal, valid valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of each agreement and certificate to be executed or delivered by Buyer at Closing pursuant to Section 2.6(b) (the “Buyer’s Closing Documents”), each of the Buyer’s Closing Documents will constitute the legal, valid valid, and binding obligation of Buyer, enforceable against Buyer, as the case may be, Buyer in accordance with its respective terms. Buyer has the absolute and unrestricted right, power power, and authority to execute and deliver this Agreement and the Buyer’s Closing Documents and to perform its obligations under this Agreement and the Buyer’s Closing Documents, and such action has been duly authorized by all necessary corporate action.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of each agreement and certificate of the documents referred to be executed or delivered by Buyer at Closing pursuant to in Section 2.6(b2.4(a) (collectively, the “"Buyer’s 's Closing Documents”"), each of Buyer’s 's Closing Documents will constitute the legal, valid valid, and binding obligation obligations of Buyer, enforceable against Buyer, as the case may be, Buyer in accordance with its respective terms. Buyer has the absolute and unrestricted right, power power, authority, and authority capacity to execute and deliver this Agreement and Buyer’s 's Closing Documents and to perform its obligations under this Agreement hereunder and Buyer’s Closing Documents, and such action has been duly authorized by all necessary corporate actionthereunder.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Escrow Agreement, and each other agreement and certificate to be executed or delivered by Buyer at the Closing pursuant to Section 2.6(b) (collectively, the “Buyer’s Closing Documents”), each of Buyer’s Closing Documents will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer, as the case may be, Buyer in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Buyer’s Closing Documents and to perform its obligations under this Agreement and the Buyer’s Closing Documents, and such action has been duly authorized by all necessary corporate actionaction by Buyer’s Board of Directors and stockholders.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of each agreement and certificate to be executed or delivered by Buyer at Closing pursuant to Section 2.6(b) (collectively, the “Buyer’s Closing Documents”), each of Buyer’s Closing Documents will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer, as the case may be, Buyer in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Buyer’s Closing Documents and to perform its obligations under this Agreement and Buyer’s Closing Documents, and such action has been duly authorized by all necessary corporate action.