Common use of Power, Authorization and Non-Contravention Clause in Contracts

Power, Authorization and Non-Contravention. (a) Each of Platinum and Purchaser has the corporate power, legal capacity and authority to (i) carry on its business as now conducted; (ii) own, operate and lease its properties in the manner in which its properties are currently owned, used and leased; (iii) perform its obligations under Contracts to which Platinum or any of its Subsidiaries is a party or bound, enter into and perform its obligations under this Agreement, and all agreements to which Platinum or Purchaser is or will be a party that are required to be executed pursuant to this Agreement (the "PLATINUM ANCILLARY AGREEMENTS"); except in the case of clauses (i), (ii) and (iii) of this Section 4.2 where the failure to have such power, capacity or authority would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Platinum or Purchaser. The execution, delivery and performance of this Agreement and the Platinum Ancillary Agreements have been duly and validly approved and authorized by Platinum's Board of Directors and Purchaser's Board of Directors, as applicable. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate and stockholder action on the part of Platinum and Purchaser. The written consent of Platinum, as the sole stockholder of Purchaser, a certified copy of which has previously been delivered to Seller, is sufficient for the approval, and no other approval of any holder of any securities of Platinum is required in connection with the consummation of the transactions contemplated hereby.

Power, Authorization and Non-Contravention. (a) Each of Platinum Presstek and Purchaser has the corporate power, legal capacity and authority to (i) carry on its business as now conducted; (ii) own, operate and lease its properties in the manner in which its properties are currently owned, used and leased; (iii) perform its obligations under Contracts to which Platinum Presstek or any of its their respective Subsidiaries is a party or bound, ; and (iv) enter into and perform its obligations under this Agreement, and all agreements to which Platinum Presstek or Purchaser is or will be a party that are required to be executed pursuant to this Agreement (the "PLATINUM PRESSTEK ANCILLARY AGREEMENTS"); except in the case of clauses (i), (ii), (iii) and (iiiiv) of this Section 4.2 where the failure to have such power, capacity or authority would not, individually or in the aggregate, reasonably be expected to have a material adverse effect Material Adverse Effect on Platinum Presstek or Purchaser. The execution, delivery and performance of this Agreement and the Platinum Presstek Ancillary Agreements have been duly and validly approved and authorized by PlatinumPresstek's Board of Directors and Purchaser's Board of Directors, as applicable. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate and stockholder action on the part of Platinum Presstek and Purchaser. The written consent of PlatinumPresstek, as the sole stockholder of Purchaser, a certified copy of which has previously been delivered to Seller, is sufficient for the approvalapproval of, and no other approval of any holder of any securities of Platinum Presstek is required in connection with with, the consummation of the transactions contemplated hereby.

Power, Authorization and Non-Contravention. (a) Each of Platinum Broadbase and Purchaser Newco has the corporate power, legal capacity power and authority to to: (i) carry on its business as now conducted; (ii) own, operate and lease its properties in the manner in which its properties are currently owned, used and leased and in the manner in which its properties are proposed to be owned, used and leased; (iii) perform its obligations under all Contracts to which Platinum or any of its Subsidiaries it is a party or boundparty, and (iv) enter into and perform its obligations under this Agreement, and all agreements to which Platinum Broadbase or Purchaser Newco is or will be a party that are required to be executed pursuant to this Agreement (the "PLATINUM BROADBASE ANCILLARY AGREEMENTS"); except in the case of clauses (i), (ii) and (iii) of this Section 4.2 where the failure to have such power, capacity or authority would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Platinum or Purchaser. The execution, delivery and performance of this Agreement and the Platinum Broadbase Ancillary Agreements have been duly and validly approved and authorized by PlatinumBroadbase's Board of Directors and PurchaserNewco's Board of Directors, as applicable. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate and stockholder action on the part of Platinum Broadbase and PurchaserNewco, subject only to the approval and adoption of this Agreement and the approval of the Merger by Broadbase's stockholders (the "BROADBASE STOCKHOLDER APPROVAL") and the filing of the Certificate of Merger pursuant to Delaware Law. The written consent affirmative vote of Platinum, as the sole stockholder holders of Purchaser, a certified copy majority in interest of which has previously been delivered to Seller, the stock present or represented by proxy at a valid meeting of Broadbase's stockholders is sufficient for the approvalBroadbase Stockholder Approval, and no other approval of any holder of any securities of Platinum Broadbase is required in connection with the consummation of the transactions contemplated hereby.

Power, Authorization and Non-Contravention. (a) Each Seller and each Subsidiary of Platinum and Purchaser Seller has the requisite corporate power, legal capacity and authority to to: (i) carry on its business as now conducted; (ii) own, operate and lease its properties in the manner in which its properties are currently owned, used and leased; (iii) perform its obligations under all Seller Contracts constituting Assets to which Platinum or any be purchased under Section 2.1, and (iv) upon entry of its Subsidiaries is a party or bound, the Sale Order (as defined in Section 8.1(b)) enter into and perform its obligations under this Agreement, Agreement and all agreements to which Platinum or Purchaser it is or will be a party that are required to be executed pursuant to or in connection with this Agreement (the "PLATINUM SELLER ANCILLARY AGREEMENTS"); except in the case of clauses (i), (ii) and clause (iii) of this Section 4.2 3.4 where the failure to have such power, capacity or authority would not, individually or in the aggregate, reasonably be expected to have a material adverse effect Material Adverse Effect on Platinum Seller, the Business or Purchaser. The execution, delivery and performance of this Agreement and the Platinum Ancillary Agreements have been duly and validly approved and authorized by Platinum's Board of Directors and Purchaser's Board of Directors, as applicableAssets. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate and stockholder action on the part of Platinum and PurchaserSeller. The written consent of PlatinumParent, as the sole stockholder of PurchaserSeller, a certified copy of which has previously been delivered to SellerPurchaser, is sufficient for the approval, approval of the transactions contemplated hereby by Seller's stockholders and no other approval of any holder of any securities of Platinum Seller is required in connection with the consummation of the transactions contemplated hereby.

Power, Authorization and Non-Contravention. (a) Each of Platinum Broadbase and Purchaser Newco has the corporate power, legal capacity power and authority to to: (i) carry on its business as now conducted; (ii) own, operate and lease its properties in the manner in which its properties are currently owned, used and leased and in the manner in which its properties are proposed to be owned, used and leased; (iii) perform its obligations under all Contracts to which Platinum or any of its Subsidiaries it is a party or boundparty, and (iv) enter into and perform its obligations under this Agreement, and all agreements to which Platinum Broadbase or Purchaser Newco is or will be a party that are required to be executed pursuant to this Agreement (the "PLATINUM BROADBASE ANCILLARY AGREEMENTS"); except in the case of clauses (i), (ii) and (iii) of this Section 4.2 where the failure to have such power, capacity or authority would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Platinum or Purchaser. The execution, delivery and performance of this Agreement and the Platinum Broadbase Ancillary Agreements have been duly and validly approved and authorized by PlatinumBroadbase's Board of Directors and PurchaserNewco's Board of Directors, as applicable. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate and stockholder action on the part of Platinum Broadbase and PurchaserNewco, subject only to the approval and adoption of this Agreement and the approval of the Merger by Broadbase's stockholders (THE "BROADBASE STOCKHOLDER APPROVAL") and the filing of the Certificate of Merger pursuant to Delaware Law. The written consent of Platinum, as the sole stockholder of Purchaser, a certified copy of which has previously been delivered to Seller, is sufficient for the approval, and no other approval of any holder of any securities of Platinum is required in connection with the consummation affirmative vote of the transactions contemplated hereby.holders of a majority in interest of the stock