Common use of Power and Authority; Binding Agreement Clause in Contracts

Power and Authority; Binding Agreement. The Seller has all requisite power and authority to execute and deliver this Agreement and the Transaction Documents, to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution and delivery by the Seller of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Seller and no other proceedings on the part of the Seller are necessary to authorize this Agreement or the Transaction Documents or consummate the transactions contemplated hereby and thereby. This Agreement and each of the Transaction Documents has been duly executed and delivered by the Seller and, assuming due execution and delivery by the other Parties, constitutes a valid and binding obligation of the Seller, enforceable against each of them in accordance with its terms, except as enforcement may be subject to or limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting enforcement of creditors’ rights generally.

Power and Authority; Binding Agreement. The Seller Subject to obtaining the approval of the holders of the Company’s Capital Stock, (i) the Company has all requisite corporate power and authority to execute and deliver this Agreement and the Transaction Documents, to consummate the Merger and the other transactions contemplated hereby and thereby (including, without limitation, the actions related to stock options described in Section 1.7(d) above) and to perform its obligations hereunder and thereunder. The , and (ii) the execution and delivery by the Seller Company of this Agreement and the Transaction Documents Documents, and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Seller Company, and no other proceedings on the part of the Seller are Company or the holders of its Capital Stock shall be necessary to authorize this Agreement or the Transaction Documents or to consummate the Merger and the other transactions contemplated hereby and therebyhereby. This Agreement and each of the Transaction Documents has have been duly executed and delivered by the Seller Company and, assuming due execution and delivery by the other Partiesparties thereto, constitutes a valid and binding obligation of the SellerCompany, enforceable against each of them the Company in accordance with its terms, terms (except as enforcement the enforceability thereof may be subject to or limited by any applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws of general application applicability relating to or affecting enforcement of creditors’ rights generallyand to general equity principles, regardless of whether enforceability is considered in equity or at law).

Power and Authority; Binding Agreement. The Seller is disregarded as an entity separate from its owner for U.S. federal tax purposes. Seller has all requisite power and authority to execute and deliver this Agreement and the Transaction Documents, to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution and delivery by the Seller of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate limited liability company action on the part of the Seller and no other proceedings on the part of the Seller are necessary to authorize this Agreement or the Transaction Documents or consummate the transactions contemplated hereby and thereby. This Agreement and each of the Transaction Documents has been duly executed and delivered by the Seller and, assuming due execution and delivery by the other PartiesPurchaser, constitutes a valid and binding obligation of the Seller, enforceable against each of them it in accordance with its terms, except as enforcement may be subject to or limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting enforcement of creditors’ rights generally.

Power and Authority; Binding Agreement. The Seller Purchaser has all requisite corporate power and authority to execute and deliver this Agreement and the Transaction Documents, to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution and delivery by the Seller Purchaser of this Agreement and the Transaction Documents and the consummation by the Purchaser of the transactions contemplated hereby and thereby thereby, have been duly authorized by all necessary corporate action on the part of the Seller Purchaser, and no other proceedings on the part of the Seller Purchaser are necessary to authorize this Agreement or and the Transaction Documents or to consummate the transactions contemplated hereby and thereby. This Agreement and each of the Transaction Documents has been duly executed and delivered by the Seller Purchaser and, assuming the due execution and delivery of this Agreement by the other Parties, constitutes a valid and binding obligation of the SellerPurchaser, enforceable against each of them the Purchaser in accordance with its terms, except as enforcement may be subject to or limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting enforcement of creditors’ rights generally.

Power and Authority; Binding Agreement. The Seller Purchaser has all requisite corporate power and authority to execute and deliver this Agreement and the Transaction Documents, to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution and delivery by the Seller Purchaser of this Agreement and the Transaction Documents and the consummation by Purchaser of the transactions contemplated hereby and thereby thereby, have been duly authorized by all necessary corporate action on the part of the Seller Purchaser, and no other proceedings on the part of the Seller Purchaser are necessary to authorize this Agreement or and the Transaction Documents or to consummate the transactions contemplated hereby and thereby. This Agreement and each of the Transaction Documents has been duly executed and delivered by the Seller Purchaser and, assuming the due execution and delivery of this Agreement by the other Parties, constitutes a valid and binding obligation of the SellerPurchaser, enforceable against each of them Purchaser in accordance with its terms, except as enforcement may be subject to or limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting enforcement of creditors’ rights generally.