Common use of Power, Authorization and Validity Clause in Contracts

Power, Authorization and Validity. 2.2.1 The Companies and each Shareholder has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and all agreements to which the Companies and each Shareholder is or will be a party that are required to be executed pursuant to this Agreement (the "Ancillary Agreements"). The execution, delivery and performance of this Agreement and the Ancillary Agreements have been duly and validly approved and authorized by each of the Companies' Board of Directors. No vote of the shareholders of either of the Companies is required by the Articles of Incorporation, bylaws, other governing documents of the Companies or applicable law with respect to the due authorization and approval of this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby. Each Shareholder is an "accredited investor" as such term is defined in Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"). 2.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable the Companies or the Shareholders to enter into, and to perform their respective obligations under, this Agreement and the Ancillary Agreements, except for such qualifications and filings as may be required to comply with federal and state securities laws as may be required in connection with the transactions contemplated by this Agreement. All such qualifications and filings will, in the case of qualifications, be effective on the Closing, and will, in the case of filings, be made within the time prescribed below. 2.2.3 This Agreement and the Ancillary Agreements are, or when executed by the Companies and the Shareholders will be, valid and binding obligations of the Companies and the Shareholders enforceable against the Companies and the Shareholders in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (b) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities.

Power, Authorization and Validity. 2.2.1 The Companies Company and each Shareholder has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and all agreements to which the Companies Company and each Shareholder is or will be a party that are required to be executed pursuant to this Agreement (the "Ancillary Agreements"). The execution, delivery and performance of this Agreement and the Ancillary Agreements have been duly and validly approved and authorized by each of the Companies' Company's Board of Directors. No vote of the shareholders of either of the Companies Company is required by the Articles of Incorporation, bylaws, other governing documents of the Companies Company or applicable law with respect to the due authorization and approval of this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby. Each Shareholder is an "accredited investor" as such term is defined in Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"). 2.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable the Companies Company or the Shareholders to enter into, and to perform their respective obligations under, this Agreement and the Ancillary Agreements, except for such qualifications and filings as may be required to comply with federal and state securities laws as may be required in connection with the transactions contemplated by this Agreement. All such qualifications and filings will, in the case of qualifications, be effective on the Closing, and will, in the case of filings, be made within the time prescribed belowby applicable law. 2.2.3 This Agreement and the Ancillary Agreements are, or when executed by the Companies Company and the Shareholders will be, valid and binding obligations of the Companies Company and the Shareholders enforceable against the Companies Company and the Shareholders in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (b) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities.

Power, Authorization and Validity. 2.2.1 The Companies Company and each Shareholder has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and all agreements to which the Companies Company and each Shareholder is or will be a party that are required to be executed pursuant to this Agreement (the "Ancillary Agreements"). The execution, delivery and performance of this Agreement and the Ancillary Agreements have been duly and validly approved and authorized by each of the Companies' Company's Board of Directors. No vote of Directors and the shareholders of either of the Companies is required by the Articles of Incorporation, bylaws, other governing documents of the Companies or applicable law with respect to the due authorization and approval of this Agreement, the Ancillary Agreements or the transactions contemplated hereby or therebyShareholders. Each Shareholder is an "accredited investor" as such term is defined in Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"). 2.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable the Companies Company or the Shareholders to enter into, and to perform their respective obligations under, this Agreement and the Ancillary Agreements, except for such qualifications and filings as may be required to comply with federal and state securities laws as may be required in connection with the transactions contemplated by this Agreement. All such qualifications and filings will, in the case of qualifications, be effective on the Closing, and will, in the case of filings, be made within the time prescribed belowby applicable law. 2.2.3 This Agreement and the Ancillary Agreements are, or when executed by the Companies Company and the Shareholders will be, valid and binding obligations of the Companies Company and the Shareholders enforceable against the Companies Company and the Shareholders in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (b) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities.

Power, Authorization and Validity. 2.2.1 The Companies Company, each Shareholder and each Shareholder Beneficiary has the right, power, legal capacity and authority (corporate or trust) to enter into and perform its obligations under this Agreement, and all agreements to which the Companies and each Company, such Shareholder or such Beneficiary is or will be a party that are required to be executed pursuant to this Agreement (the "Ancillary Agreements"). The execution, delivery and performance of this Agreement and the Ancillary Agreements have been duly and validly approved and authorized by each of the Companies' Company's Board of Directors. No vote of the shareholders of either of the Companies Company is required by the Articles of Incorporation, bylaws, other governing documents of the Companies Company or applicable law with respect to the due authorization and approval of this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby. Each Shareholder is an "accredited investor" as such term is defined in Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"). 2.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable the Companies Company, the Shareholders or the Shareholders Beneficiaries to enter into, and to perform their respective obligations under, this Agreement and the Ancillary Agreements, except for such qualifications and filings as may be required to comply with federal and state securities laws as may be required in connection with the transactions contemplated by this Agreement. All such qualifications and filings will, in the case of qualifications, be effective on the Closing, and will, in the case of filings, be made within the time prescribed below. 2.2.3 This Agreement and the Ancillary Agreements are, or when executed by the Companies Company, the Shareholders and the Shareholders Beneficiaries will be, valid and binding obligations of the Companies Company, the Shareholders and the Shareholders Beneficiaries enforceable against the Companies Company, the Shareholders and the Shareholders Beneficiaries in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (b) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities.

Power, Authorization and Validity. 2.2.1 The Companies and each Shareholder Matchlogic has the right, power, legal capacity and authority to enter into and and, subject to Matchlogic Stockholder approval, perform its obligations under this Agreement, and all agreements to which the Companies and each Shareholder Matchlogic is or will be a party that are required to be executed pursuant to this Agreement (the "Ancillary AgreementsMATCHLOGIC ANCILLARY AGREEMENTS"). The execution, delivery and performance of this Agreement and the Matchlogic Ancillary Agreements have been duly and validly approved and authorized by each of the Companies' Matchlogic's Board of Directors. No vote of the shareholders of either of the Companies is required by the Articles of Incorporation, bylaws, other governing documents of the Companies or applicable law with respect to the due authorization and approval of this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby. Each Shareholder is an "accredited investor" as such term is defined in Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"). 2.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable the Companies or the Shareholders Matchlogic to enter into, and to perform their respective its obligations under, this Agreement and the Matchlogic Ancillary Agreements, except for (a) the filing of the Certificate of Merger with the Delaware Secretary of State, and the filing of appropriate documents with the relevant authorities of other states in which Matchlogic is qualified to do business, if any, (b) such qualifications and filings as may be required to comply with federal and state securities laws as may be laws, (c) consents required under contracts disclosed in connection with Exhibit 2.11 and (d) the approval of the Matchlogic Stockholders of the transactions contemplated by this Agreement. All such qualifications hereby, as provided under applicable law and filings will, in the case Matchlogic's Certificate of qualifications, be effective on the Closing, Incorporation and will, in the case of filings, be made within the time prescribed belowBylaws. 2.2.3 This Agreement and the Matchlogic Ancillary Agreements are, or when executed by the Companies and the Shareholders Matchlogic will be, valid and binding obligations of the Companies and the Shareholders Matchlogic enforceable against the Companies and the Shareholders in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (b) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities; provided, however, that the Certificate of Merger will not be effective until filed with the Delaware Secretary of State.

Power, Authorization and Validity. 2.2.1 The Companies and each Shareholder (a) Company has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, Agreement and all agreements to which the Companies and each Shareholder documents that Company is or will be a party that are required to be executed execute pursuant to this Agreement (collectively, the "“Company Ancillary Agreements"”). The execution, execution and delivery and performance of this Agreement and the Company Ancillary Agreements provided for herein have been duly and validly approved and authorized by each all necessary corporate action. Each Company Shareholder has the right, power, legal capacity and authority to enter into and perform his respective obligations under this Agreement and all agreements and documents that such Company Shareholders is required to execute pursuant to this Agreement (the “Shareholders Ancillary Agreements”). (b) Except as set forth in Part 2.2(b) of the Companies' Board of Directors. No vote of Company Disclosure Letter, no filing, authorization, consent or approval, from a Governmental Body (as defined herein) or otherwise, or filing with any Governmental Body is necessary to enable Company or the shareholders of either of the Companies is required by the Articles of Incorporation, bylaws, other governing documents of the Companies Company Shareholders to enter into or applicable law with respect to the due authorization and approval of perform their respective obligations under this Agreement, the Company Ancillary Agreements or the transactions contemplated hereby or thereby. Each Shareholder is an "accredited investor" as such term is defined in Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"). 2.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable the Companies or the Shareholders to enter into, and to perform their respective obligations under, this Agreement and the Ancillary Agreements, or to complete the Merger, except for such qualifications and filings as may be required to comply with federal and state securities laws as may be required in connection the filing of the Certificate of Merger with the transactions contemplated by this Agreement. All such qualifications and filings will, in the case Ohio Secretary of qualifications, be effective on the Closing, and will, in the case of filings, be made within the time prescribed belowState. 2.2.3 (c) This Agreement has been duly executed and delivered by Company and the Company Shareholders. This Agreement and the Company Ancillary Agreements are, or when executed by the Companies and the Shareholders will be, are valid and binding obligations of the Companies and the Shareholders Company enforceable against the Companies and the Shareholders Company in accordance with their respective terms, except as subject only to the effect, if any, of (ai) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (bii) rules of law governing specific performance, injunctive relief and other equitable remedies remedies, and (ciii) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securitiessecurities (the “Enforceability Exceptions”). This Agreement is, and the Shareholders Ancillary Agreements when executed by the Company Shareholders will be, valid and binding obligations of the Company Shareholders enforceable against the Company Shareholders in accordance with their respective terms, subject only to the Enforceability Exceptions.

Power, Authorization and Validity. 2.2.1 The Companies and each Shareholder Company has the right, power, legal capacity limited liability company power and authority to enter into and perform its obligations under this Agreement, Agreement and all agreements to which the Companies and each Shareholder documents that Company is or will be a party that are required to be executed execute pursuant to this Agreement (collectively, the "“Company Ancillary Agreements"”). The execution, execution and delivery and performance of this Agreement and the Company Ancillary Agreements provided for herein have been duly and validly approved and authorized by each of all necessary limited liability company action by Company. Each Seller has the Companies' Board of Directors. No vote of the shareholders of either of the Companies right and legal capacity to enter into and perform such Seller’s respective obligations under this Agreement and all agreements and documents that such Seller is required by to execute pursuant to this Agreement (the Articles of Incorporation“Members Ancillary Agreements”). (a) No material authorization, bylaws, other governing documents of the Companies consent or applicable law approval from a Governmental Body or material filing with respect any Governmental Body is necessary to the due authorization and approval of enable Company or Sellers to enter into or perform their respective obligations under this Agreement, the Company Ancillary Agreements or the transactions contemplated hereby or thereby. Each Shareholder is an "accredited investor" as such term is defined in Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act")Members Ancillary Agreements. 2.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable the Companies or the Shareholders to enter into(b) This Agreement has been duly executed and delivered by Company and Sellers. This Agreement is, and to perform their respective obligations under, this Agreement and the Ancillary Agreements, except for such qualifications and filings as may be required to comply with federal and state securities laws as may be required in connection with the transactions contemplated by this Agreement. All such qualifications and filings will, in the case of qualifications, be effective on the Closing, and will, in the case of filings, be made within the time prescribed below. 2.2.3 This Agreement and the Company Ancillary Agreements are, or when executed and delivered by the Companies and the Shareholders Company will be, valid and binding obligations of the Companies and the Shareholders Company enforceable against the Companies and the Shareholders Company in accordance with their respective terms, except as subject only to the effect, if any, of (ai) applicable bankruptcy and other similar laws affecting the rights of creditors generally, and (bii) rules of law governing specific performance, injunctive relief and other equitable remedies (the “Enforceability Exceptions”). This Agreement is, and (c) the enforceability Members Ancillary Agreements when executed and delivered by Sellers will be, valid and binding obligations of provisions requiring indemnification Sellers enforceable against Sellers in connection accordance with their respective terms, subject only to the offering, issuance or sale of securitiesEnforceability Exceptions.

Power, Authorization and Validity. 2.2.1 The Companies and each Shareholder 3.2.1 NetSelect has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and all agreements contemplated hereby to which the Companies and each Shareholder NetSelect is or will be a party that are required to be executed pursuant to this Agreement (the "NetSelect Ancillary Agreements"). The execution, delivery and performance of this Agreement and the NetSelect Ancillary Agreements have been duly and validly approved and authorized by each of the Companies' NetSelect's Board of Directors. No vote of the shareholders of either of the Companies is required by the Articles of Incorporation, bylaws, other governing documents of the Companies or applicable law with respect to the due authorization and approval of this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby. Each Shareholder is an "accredited investor" as such term is defined in Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"). 2.2.2 3.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable the Companies or the Shareholders NetSelect to enter into, and to perform their respective its obligations under, this Agreement and the NetSelect Ancillary Agreements, except for (a) the filing of the Certificate of Merger with the Delaware Secretary of State, the recording of the Certificate of Merger in the office of the Recorder of the Delaware county in which NetSelect's registered office is located, and the filing of appropriate documents with the relevant authorities of other states in which NetSelect is qualified to do business, if any, (b) such qualifications and filings as may be required to comply with federal and state securities laws as may be required in connection with laws, (c) the approval of and adoption by the holders of NetSelect Stock of this Agreement and all transactions contemplated by this Agreement, as provided under applicable law, the NetSelect Certificate of Incorporation, the Bylaws of NetSelect and any other charter document of NetSelect (the "NetSelect Stockholder Approval"), (d) the (i) termination, as contemplated by this Agreement, of the InfoTouch Stockholder Agreement, (ii) the amendment and restatement, as contemplated by this Agreement, of the NetSelect Stockholders' Agreement, and (iii) the amendment and restatement, as contemplated by this Agreement, of the RealSelect. All such qualifications Stockholders' Agreement, and (e) those consents, approvals and filings will, in the case of qualifications, which will be effective on the Closing, and will, in the case of filings, be made within the time prescribed below. 2.2.3 This Agreement and the Ancillary Agreements are, or when executed by the Companies and the Shareholders will be, valid and binding obligations of the Companies and the Shareholders enforceable against the Companies and the Shareholders in accordance with their respective terms, except as obtained prior to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (b) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securitiesEffective Time.