Common use of Power and Authority; Enforceability Clause in Contracts

Power and Authority; Enforceability. This Agreement constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms. The Company has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The Company has taken all actions necessary to authorize the execution and delivery of this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby. This Agreement has been duly authorized, executed, and delivered by, and is enforceable against, the Company.

Power and Authority; Enforceability. This Agreement constitutes the legal, valid, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. The Company has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The Company has taken all actions necessary to authorize the execution and delivery of this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby. This Agreement has been duly authorized, executed, and delivered by, and is enforceable against, the Company.

Power and Authority; Enforceability. This Agreement constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms. The Company has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The Company has taken all actions necessary to authorize the execution and delivery of this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby. This Agreement has been duly authorized, executed, and delivered by, and is enforceable against, by the Company.

Power and Authority; Enforceability. The Company has the power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement constitutes the a legal, valid, and binding obligation of the Company, and is enforceable against the Company in accordance with its terms. The Company has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The Company has taken all actions necessary to authorize the execution and delivery of this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby. This Agreement has been duly authorized, executed, and delivered by, and is enforceable against, the Company.

Power and Authority; Enforceability. This Agreement constitutes the legal, valid, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. The Company has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The Company has taken all actions necessary to authorize the execution and delivery of this Agreement, the performance of its obligations hereunder, hereunder and the consummation of the transactions contemplated hereby. This Agreement has been duly authorized, executed, executed and delivered by, and is enforceable against, the Company.

Power and Authority; Enforceability. This Agreement constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms. The Company has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The Company has taken all actions necessary to authorize the execution and delivery of this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby. This Agreement has been been, or will be, duly authorized, executed, ratified and delivered by, and is enforceable against, the Company.

Power and Authority; Enforceability. (a) The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to engage in and perform the Transactions. This Agreement constitutes and the legal, valid, Transactions have been duly and binding obligation of the Company, enforceable against validly authorized by the Company and, when executed and delivered in accordance with its terms. The Company has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The Company has taken all actions necessary to authorize terms (assuming the due authorization, execution and delivery of by the Purchaser), this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby. This Agreement has will have been duly authorized, executed, executed and delivered by, and is enforceable against, the Company.will constitute a valid and legally binding agreement

Power and Authority; Enforceability. This Agreement constitutes the legal, valid, and binding obligation of the Company, enforceable against (i) the Company in accordance with its terms. The Company has full the corporate power and authority necessary to execute and deliver consummate the transactions contemplated by this Agreement and to execute, deliver, and perform its obligations hereunder. The this Agreement; (ii) the Company has taken all actions necessary to authorize the execution and delivery of this Agreement, the performance ; and (iii) execution of its obligations hereunder, and the consummation of the transactions contemplated hereby. This this Agreement has been duly authorized, executedand approved by the Company’s current management, and delivered by, the Existing Directors (as defined in Section 4.03(d)) and/or shareholders and is binding upon and enforceable against, the Company.

Power and Authority; Enforceability. This Agreement constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms. The Company has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The Company has taken all actions necessary to authorize the execution and delivery of this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby. This Agreement has been duly authorized, executed, and delivered by, and is enforceable against, the CompanyCompany and their respective successors and permitted assigns.