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

Power and Authority; Effect of Agreement. Each of Trak and Seller have, and the Company will have, all requisite power and authority to execute, deliver and perform this Agreement and all other agreements, certificates, instruments and other documents to be executed and delivered by it in connection herewith (collectively, the "Ancillary Documents"), as the case may be, and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by each of Trak and Seller and constitutes the valid and binding obligation of Trak and Seller, and each such Ancillary Document, upon execution and delivery by Trak, Seller or the Company, will constitute the valid and binding obligation of Trak, Seller or the Company, as the case may be, in each case enforceable against Trak, Seller or the Company, as the case may be, in accordance with its terms, except to the extent that such enforceability (i) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and (ii) is subject to general principles of equity. The execution, delivery and performance by Trak and Seller of this Agreement, the execution, delivery and performance by Trak, Seller or the Company of such Ancillary Documents to which it is a party, and the consummation by each of Trak, Seller and the Company of the transactions contemplated hereby and thereby will not, with or without the giving of notice or the lapse of time, or both, (A) subject to compliance with the applicable requirements of the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), violate or conflict with any provision of law, rule or regulation to which Trak, Seller or the Company is subject or by which any of the property of Trak, Seller or the Company is bound, (B) violate or conflict with any order, judgment or decree applicable to Seller or the Company, or (C) violate or conflict with any provision of the organizational documents of Trak, Seller or the Company.

Power and Authority; Effect of Agreement. Each of Trak and The Seller have, and the Company will have, all requisite has full power and authority to execute, execute and deliver and perform this Agreement and all other agreements, certificates, instruments and other documents to be executed and delivered by it in connection herewith (collectively, the "Ancillary Documents"), as the case may be, perform its obligations and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by each of Trak and Seller and constitutes the valid and binding obligation of Trak and Seller, and each such Ancillary Document, upon execution and delivery by Trak, Seller or the Company, will constitute the valid and binding obligation of Trak, Seller or the Company, as the case may be, in each case enforceable against Trak, Seller or the Company, as the case may be, in accordance with its terms, except to the extent that such enforceability (i) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and (ii) is subject to general principles of equityhereby. The execution, delivery and performance by Trak and the Seller of this Agreement, the execution, delivery and performance by Trak, Seller or the Company of such Ancillary Documents to which it is a party, its obligations hereunder and the consummation by each of Trak, Seller and the Company of the transactions contemplated hereby (i) have been duly and thereby will notvalidly authorized by the Seller, and no other corporate actions on the part of the Seller are necessary to authorize the execution and delivery of this Agreement and the consummation by the Seller of the transactions contemplated hereby; (ii) do not contravene, conflict with or result in a violation of any Applicable Law, or the Seller’s certificate or articles of organization or incorporation or bylaws, (iii) do not require any consent under, or violate, conflict, constitute a default (or an event which, with or without the giving of notice or the lapse of time, or both, would constitute a default) under, any term, condition or provision of any agreement or other instrument binding upon the Seller; and (Aiv) do not require any consent, notice or filing of any kind from or to any Governmental Authority having competent jurisdiction over the Seller, except for any filings required to be made under Section 13(d) and Section 16 of the Exchange Act. This Agreement has been duly executed and delivered by the Seller and constitutes, assuming execution and delivery thereof by the Purchasers, a valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, subject to compliance with the applicable requirements bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and similar Applicable Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and to general principles of the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), violate or conflict with any provision of law, rule or regulation to which Trak, Seller or the Company is subject or by which any of the property of Trak, Seller or the Company is bound, (B) violate or conflict with any order, judgment or decree applicable to Seller or the Company, or (C) violate or conflict with any provision of the organizational documents of Trak, Seller or the Companyequity.

Power and Authority; Effect of Agreement. Each of Trak and Seller have, and the Company will have, EISI has all ---------------------------------------- requisite power and authority to execute, deliver and perform this Agreement and all other the agreements, certificates, instruments and or other documents to be executed and delivered by it in connection herewith, including, but not limited to, the Registration Rights Agreement and the Investor Agreement contemplated hereby, each of even date herewith (collectively, the "Ancillary Documents"), as the case may be, and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by each of Trak and Seller EISI and constitutes the valid and binding obligation of Trak and SellerEISI, and the Ancillary Documents, assuming the due execution and delivery hereof by each such Ancillary DocumentPurchaser, upon execution and delivery by Trak, Seller or the CompanyEISI, will constitute the valid and binding obligation obligations of Trak, Seller or the Company, as the case may beEISI, in each case enforceable against Trak, Seller or the Company, as the case may be, EISI in accordance with its terms, except to the extent that such enforceability (i) may be limited by (A) bankruptcy, insolvency, reorganization, moratorium (whether general or other specific) or similar laws now or hereafter in effect relating to creditors' rights generally generally, and (iiB) is subject to general principles of equityequity (regardless of whether such enforcement is sought in a proceeding in equity or at law). The execution, delivery and performance by Trak and Seller EISI of this Agreement, Agreement and the execution, delivery and performance by Trak, Seller or the Company of such Ancillary Documents to which it is a party, and the consummation by each of Trak, Seller and the Company EISI of the transactions contemplated hereby and thereby will not, with or without the giving of notice or the lapse of time, or both, (Ai) subject to compliance with the applicable requirements of the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), violate or conflict with any provision of law, rule or regulation to which Trak, Seller EISI or the Company Subsidiary is subject or by which any of the property of Trak, Seller EISI or the Company Subsidiary is bound, (Bii) violate or conflict with any order, judgment or decree applicable to Seller EISI or the CompanySubsidiary, or (Ciii) violate or conflict with any provision of the organizational documents Articles of Trak, Seller Incorporation or the CompanyBylaws of EISI or the Subsidiary or (iv) result in a violation or breach of, or permit any third party to modify, terminate or rescind any term or provision of, or constitute a default under, any Commitment (as defined in Section 3(o)), including, without limitation, any indenture, mortgage, deed of trust, promissory note or industrial revenue bond, if any, to which EISI or the Subsidiary is a party or by which any of the property of EISI or the Subsidiary is bound, or result in the creation of an Encumbrance on any of the assets of EISI or the Subsidiary.