Common use of Power, Authorization and Validity Clause in Contracts

Power, Authorization and Validity. (a) Company has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement and all agreements to which Company is or will be a party that are required to be executed pursuant to this Agreement (the "COMPANY ANCILLARY AGREEMENTS"). This Agreement and the Company Ancillary Agreements have been duly and validly approved by Company. (b) No filing, authorization, consent or approval, governmental or otherwise, or filing with any governmental authority or court is necessary to enable Company to enter into, and to perform their respective obligations under, this Agreement, the Company Ancillary Agreements except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware; (ii) such filings and notifications as may be required to be made by Company in connection with the Merger under the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇itrust Improvements Act of 1976, as amended (the "HSR ACT") and the expiration of applicable waiting periods under the HSR Act; and (iii) consents required under contracts disclosed in Schedule 2.5. (c) This Agreement and the Company Ancillary Agreements are, or when executed by Company will be, valid and binding obligations of Company enforceable against Company in accordance with their respective terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies, and (iii) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities; provided, however, that the Company Ancillary Agreements will not be effective until the date provided for therein.

Power, Authorization and Validity. (a) Company 3.2.1 Aimtech has the corporate right, power, legal capacity and authority to enter into and perform its obligations under this Agreement Agreement, and all agreements to which Company Aimtech is or will be a party that are required to be executed at the Closing pursuant to this Agreement (the "COMPANY ANCILLARY AGREEMENTSAimtech Ancillary ----------------- Agreements"). This The execution, delivery and performance of ---------- this Agreement and the Company Aimtech Ancillary Agreements have been duly and validly approved and authorized by CompanyAimtech's Board of Directors. (b) 3.2.2 No filing, authorization, consent authorization or approval, governmental or otherwise, or filing with any governmental authority or court is necessary to enable Company Aimtech to enter into, and to perform their respective its obligations under, this AgreementAgreement and the Aimtech Ancillary Agreements, the Company Ancillary Agreements except for (ia) the filing of the Certificate of Merger with the Delaware Secretary of State State, and the filing of appropriate documents with the State relevant authorities of Delaware; other states in which Aimtech is qualified to do business, if any, (iib) such filings and notifications as may be required to be made by Company in connection comply with the Merger under the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇itrust Improvements Act of 1976federal and state securities laws, as amended (the "HSR ACT") and the expiration of applicable waiting periods under the HSR Act; and (iii) consents required under contracts disclosed in Schedule 2.5. (c) the approval of the Aimtech Stockholders of the transactions contemplated hereby. 3.2.3 This Agreement and the Company Aimtech Ancillary Agreements are, or when executed by Company Aimtech will be, valid and binding obligations of Company Aimtech enforceable against Company in accordance with their respective terms, subject only except as to the effect, if any, of (ia) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (iib) rules of law governing specific performance, injunctive relief and other equitable remedies, and (iiic) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities; provided, however, that the Company Ancillary Agreements Certificate of Merger will not be effective until the date provided for thereinEffective Time.

Power, Authorization and Validity. (a) Company 2.2.1 Corsa has the corporate right, power, legal capacity and authority to enter into and perform its obligations under this Agreement and all agreements to which Company Corsa is or will be a party that are required to be executed pursuant to this Agreement (the "COMPANY ANCILLARY AGREEMENTSCorsa Ancillary Agreements"). This Agreement and the Company Corsa Ancillary Agreements have been duly and validly approved by Companythe Corsa Board of Directors and shareholders, as required by applicable law. The Corsa Board of Director approval is attached hereto as Exhibit 2.2.1 (the "Corsa Board Approval"). (b) 2.2.2 No filing, authorization, consent authorization or approval, governmental or otherwise, or filing with any governmental authority or court is necessary to enable Company Corsa to enter into, and to perform their respective its obligations under, this AgreementAgreement and the Corsa Ancillary Agreements, the Company Ancillary Agreements except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware; (iia) such filings and notifications as may be required to be made by Company in connection comply with the Merger under the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇itrust Improvements Act of 1976federal and state securities laws, as amended (the "HSR ACT") and the expiration of applicable waiting periods under the HSR Act; and (iiib) consents required under contracts disclosed in Schedule 2.5. Exhibit 2.5 as exceptions to the representation made in the last sentence of Section 2.5 below and (c) the approval of the shareholders of Corsa. 2.2.3 This Agreement and the Company Corsa Ancillary Agreements are, or when executed and delivered by Company Corsa and the other parties thereto will be, valid and binding obligations of Company Corsa enforceable against Company Corsa (as applicable) in accordance with their respective terms, subject only except as to the effect, if any, of (ia) applicable bankruptcy and other similar laws affecting the rights of creditors generally, generally and (iib) rules of law governing specific performance, injunctive relief and other equitable remedies, and (iii) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities; provided, however, that the Company Corsa Ancillary Agreements will not be effective until the earlier of the Closing Date or the date provided for therein.

Power, Authorization and Validity. (a) Company Each of Axtive and Newco has the requisite corporate right, power, legal capacity and authority to enter into and perform its obligations under this Agreement and all agreements to which Company it is or will be a party that are required to be executed pursuant to as contemplated by this Agreement (the "COMPANY ANCILLARY AGREEMENTSAxtive Ancillary Agreements"). This The execution, delivery and performance of this Agreement and the Company Axtive Ancillary Agreements by Axtive and Newco have been duly and validly approved by Companythe boards of directors of Axtive and Newco and by Axtive, as the sole shareholder of Newco, as required by applicable Law. (b) No Except for the Merger Filings and such filings as may be required under federal or state securities Laws, no filing, authorization, consent approval or approvalconsent, governmental or otherwise, or filing with any governmental authority or court is necessary to enable Company Axtive and Newco to enter into, and to perform their respective obligations under, this Agreement, the Company Ancillary Agreements except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware; (ii) such filings and notifications as may be required to be made by Company in connection with the Merger under the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇itrust Improvements Act of 1976, as amended (the "HSR ACT") Agreement and the expiration of applicable waiting periods under the HSR Act; and (iii) consents required under contracts disclosed in Schedule 2.5Axtive Ancillary Agreements. (c) This Agreement has been duly and validly executed and delivered by Axtive and Newco. Assuming the due authorization, execution, and delivery thereof by Target and the Company Target Principal Shareholder, this Agreement constitutes, and the Axtive Ancillary Agreements areAgreements, or when executed and delivered by Company Axtive and/or Newco will beconstitute, valid and binding obligations of Company Axtive and Newco, as the case may be, enforceable against Company each of them in accordance with their respective terms, subject only except as to the effect, if any, of of: (i) applicable bankruptcy and Applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws affecting the rights of creditors generally, ; (ii) rules Rules of law Law governing specific performance, injunctive relief and other equitable remedies, and ; and (iii) the enforceability of provisions requiring Any rights to indemnification in connection with the offering, issuance or sale of securitiesbeing limited under applicable securities Laws; provided, however, that the Company Axtive Ancillary Agreements will not be effective until the earlier of the date provided for thereinset forth therein or the Effective Time.

Power, Authorization and Validity. (a) Company Target has the requisite corporate right, power, legal capacity and authority to enter into and perform its obligations under this Agreement and all agreements to which Company Target is or will be a party that are required to be executed pursuant to as contemplated by this Agreement (the "COMPANY ANCILLARY AGREEMENTSTarget Ancillary Agreements"). This The execution, delivery and performance of this Agreement and the Company Target Ancillary Agreements by Target have been duly and validly approved by CompanyTarget's board of directors and the Target Shareholders, as required by applicable Law. (b) No Except for the Merger Filings and the Required Consents, no filing, authorization, consent approval or approvalconsent, governmental or otherwise, or filing with any governmental authority or court is necessary to enable Company Target to enter into, and to perform their respective its obligations under, this Agreement, the Company Ancillary Agreements except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware; (ii) such filings and notifications as may be required to be made by Company in connection with the Merger under the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇itrust Improvements Act of 1976, as amended (the "HSR ACT") Agreement and the expiration of applicable waiting periods under the HSR Act; and (iii) consents required under contracts disclosed in Schedule 2.5Target Ancillary Agreements. (c) This Agreement has been duly and validly executed and delivered by Target and the Company Target Principal Shareholder. Assuming the due authorization, execution, and delivery thereof by Axtive and Newco, this Agreement constitutes, and the Target Ancillary Agreements areAgreements, or when executed and delivered by Company Target, will beconstitute, valid and binding obligations of Company Target and the Target Principal Shareholder, as the case may be, enforceable against Company each of them in accordance with their respective terms, subject only except as to the effect, if any, of of: (i) applicable bankruptcy and Applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws affecting the rights of creditors generally, ; (ii) rules Rules of law Law governing specific performance, injunctive relief and other equitable remedies, and ; and (iii) the enforceability of provisions requiring Any rights to indemnification in connection with the offering, issuance or sale of securitiesbeing limited under applicable securities Laws; provided, however, that the Company Target Ancillary Agreements will not be effective until the earlier of the date provided for thereinset forth therein or the Effective Time.

Power, Authorization and Validity. (a) Company 3.2.1 Parent has the corporate right, power, legal capacity and authority to enter into and perform its obligations under this Agreement Agreement, and all agreements to which Company Parent is or will be a party that are required to be executed pursuant to this Agreement (the "COMPANY ANCILLARY AGREEMENTSParent Ancillary Agreements"). This The execution, delivery and performance of this Agreement and the Company Parent Ancillary Agreements have been duly and validly approved and authorized by Companyall necessary corporate action on the part of Parent. The Parent Stock to be issued to the Shareholders in the Merger will be , upon such issuance, duly authorized, validly issued, fully paid and non-assessable, and, except as provided in this Agreement and the Escrow Agreement, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever. (b) 3.2.2 No filing, authorization, consent authorization or approval, governmental or otherwise, or filing with any governmental authority or court is necessary to enable Company Parent to enter into, and to perform their respective its obligations under, this AgreementAgreement and the Parent Ancillary Agreements, the Company Ancillary Agreements except for (ia) the filing of the Certificate Agreement of Merger with the Secretary of State of the State of Delaware; , (iib) such filings and notifications as may be required to be made by Company in connection comply with federal and state securities laws, (c) the filing of a share listing with the Merger under London Stock Exchange in respect of the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇itrust Improvements Act of 1976Parent Stock to be issued in the Merger, as amended and (the "HSR ACT"d) and the expiration of applicable waiting periods filings required under the HSR Act; and (iii) consents required under contracts disclosed in Schedule 2.5. (c) 3.2.3 This Agreement and the Company Parent Ancillary Agreements are, or when executed by Company Parent will be, valid and binding obligations of Company Parent, enforceable against Company Parent in accordance with their respective terms, subject only except as to the effect, if any, of (ia) applicable bankruptcy and other similar laws affecting the rights of creditors generally, and (iib) rules of law governing specific performance, injunctive relief and other equitable remedies, and (iii) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities; provided, however, that the Company Agreement of Merger and the Parent Ancillary Agreements will not be effective until the earlier of the Effective Time or the date provided for therein.

Power, Authorization and Validity. (a) Company Each of IVG and Acquisition has the corporate right, power, legal capacity and authority to enter into and perform its obligations under this Agreement and all agreements Ancillary Agreements to which Company it is or will be a party that are required to be executed pursuant to as contemplated by this Agreement (the "COMPANY IVG ANCILLARY AGREEMENTS"). This The execution, delivery and performance of this Agreement and the Company IVG Ancillary Agreements have been duly and validly approved by Companythe IVG and Acquisition Boards of Directors. (b) No filing, authorization, consent authorization or approval, governmental or otherwise, or filing with any governmental authority or court is necessary to enable Company IVG or Acquisition to enter into, and to perform their respective its obligations under, this AgreementAgreement and the IVG Ancillary Agreements, the Company Ancillary Agreements except for (i) the filing of the Certificate certificate of Merger merger with the Secretary of State of the State of Delaware; Delaware (which filing has been authorized by all necessary corporate action) and (ii) such filings and notifications as may be required to be made by Company in connection with the Merger under the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇itrust Improvements Act of 1976, as amended (the "HSR ACT") and the expiration of applicable waiting periods under the HSR Act; and (iii) consents required under contracts disclosed in Schedule 2.5SCHEDULE 6.2(b). (c) This Agreement and the Company IVG Ancillary Agreements are, or when executed and delivered by Company IVG and Acquisition will be, valid and binding obligations of Company IVG and Acquisition, enforceable against Company IVG and Acquisition in accordance with their respective terms, subject only except as to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies, and (iii) the enforceability of provisions requiring any rights to indemnification in connection with the offeringbeing limited under applicable securities laws; PROVIDED, issuance or sale of securities; provided, howeverHOWEVER, that the Company IVG Ancillary Agreements will not be effective until the earlier of the date provided for thereinset forth therein or the Effective Time.

Power, Authorization and Validity. (a) 2.2.1 The Company has the corporate right, power, legal capacity power and authority to enter into and perform its obligations under this Agreement Agreement. The execution and all agreements to which Company is or will be a party that are required to be executed pursuant to delivery of this Agreement (the "COMPANY ANCILLARY AGREEMENTS"). This Agreement and the Company Ancillary Agreements have has been duly and validly approved authorized by all necessary corporate action on the part of the Company, subject only to the approval of the Merger by the Company's stockholders. (b) 2.2.2 No consent, filing, authorization, consent authorization or approval, governmental or otherwise, is required by or filing with respect to the Company or any governmental authority or court is necessary to enable Company to enter into, of its subsidiaries in connection with the execution and to perform their respective obligations under, delivery of this Agreement, or the Company Ancillary Agreements consummation of the transactions contemplated hereby or thereby, except for (ia) the filing of the Certificate of Merger and any other documents required to effectuate the Merger under Delaware Law and the filing of appropriate documents with the Secretary of State relevant authorities of the State of Delaware; states in which the Company is qualified to do business, (iib) such filings and notifications as may be required to be made by Company in connection comply with federal and applicable state securities laws and the Merger securities laws of any foreign country, (c) filings required under the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇itrust Improvements Act of 1976, as amended amended, and the rules and regulations thereunder (the "HSR ACTAct") and the expiration antitrust and competition laws of applicable waiting periods under the HSR Act; European Union and other jurisdictions, and (iiid) consents required under contracts disclosed in Schedule 2.5such other consents, filings, authorizations or approvals which, if not obtained or made, would not have a Material Adverse Effect on the Company or any of its subsidiaries and would not prevent, or materially alter or delay any of the transactions contemplated by this Agreement. (c) 2.2.3 This Agreement has been duly executed and delivered by the Company Ancillary Agreements are, or when executed by Company will be, and constitute valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, subject only except as to the effect, if any, of (ia) applicable bankruptcy and other similar laws affecting the rights of creditors generally, generally and (iib) rules of law governing specific performance, injunctive relief and other equitable remedies, and (iii) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities; provided, however, that the Company Ancillary Agreements will not be effective until the date provided for therein.

Power, Authorization and Validity. (a) Company 2.2.1 Antinori has the corporate right, power, legal capacity and authority to enter into and perform its obligations under this Agreement and all agreements to which Company Antinori is or will be a party that are required to be executed pursuant to this Agreement (the "COMPANY ANTINORI ANCILLARY AGREEMENTS"). This The execution, delivery and performance of this Agreement and the Company Antinori Ancillary Agreements have been duly and validly approved by Companythe Antinori Board of Directors and the Antinori Shareholders, as required by applicable law. (b) 2.2.2 No filing, authorization, consent authorization or approval, governmental or otherwise, or filing with any governmental authority or court is necessary to enable Company Antinori to enter into, and to perform their respective its obligations under, this AgreementAgreement and the Antinori Ancillary Agreements, the Company Ancillary Agreements except for (ia) the filing of the Certificate Plan of Merger with the Secretary Secretaries of State of the State States of Delaware; Texas and Georgia (ii) such filings and notifications as may be required to be made which filing has been authorized by Company in connection with the Merger under the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇itrust Improvements Act of 1976, as amended (the "HSR ACT"all necessary corporate approvals) and the expiration publication of applicable waiting periods under the HSR Act; notice thereof, and (iiib) consents required under contracts disclosed in Schedule SCHEDULE 2.5 as exceptions to the representation made in the last sentence of Section 2.5. (c) 2.2.3 This Agreement and the Company Antinori Ancillary Agreements are, or when executed and delivered by Company Antinori will be, valid and binding obligations of Company Antinori, enforceable against Company Antinori in accordance with their respective terms, subject only except as to the effect, if any, any of (ia) applicable bankruptcy and other similar laws affecting the rights of creditors generally, and (iib) rules of law governing specific performance, injunctive relief and other equitable remedies, and (iii) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities; provided, however, that the Company Antinori Ancillary Agreements will not be effective until the earlier of the date provided for thereinset forth therein or the Effective Time.

Power, Authorization and Validity. (a) Company Cheyenne and SES each has the corporate right, power, legal capacity and authority to enter into and perform its obligations under this Agreement and all agreements Ancillary Agreements to which Company it is or will be a party that are required to be executed pursuant to as contemplated by this Agreement (the "COMPANY ANCILLARY AGREEMENTS")Agreement. This The execution, delivery and performance of this Agreement and the Company Ancillary Agreements have been duly and validly approved by Companythe Cheyenne and SES Boards of Directors and the Shareholders, as required by applicable law. (b) No filing, authorization, consent authorization or approval, governmental or otherwise, or filing with any governmental authority or court is necessary to enable Company Cheyenne or SES to enter into, and to perform their respective obligations under, this AgreementAgreement and the Ancillary Agreements, the Company Ancillary Agreements except for (i) the filing of the Certificate certificate of Merger merger with the Secretary of State of the State of Delaware; Delaware (which filing has been authorized by all necessary corporate approvals), (ii) such filings and notifications consents required under material contracts disclosed in SCHEDULE 4.5 as may be required exceptions to be the representation made by Company in connection with the Merger under the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇itrust Improvements Act of 1976Section 4.5, as amended (the "HSR ACT") and the expiration of applicable waiting periods under the HSR Act; and (iii) consents required under contracts the filings, authorizations or approvals disclosed in Schedule 2.5SCHEDULE 4.2. (c) This Agreement and the Company Ancillary Agreements are, or when executed and delivered by Company Cheyenne and SES (as applicable) will be, valid and binding obligations of Company Cheyenne and SES, enforceable against Company Cheyenne and SES in accordance with their respective terms, subject only except as to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies, remedies and (iii) the enforceability of provisions requiring any rights to indemnification in connection with the offeringbeing limited under applicable securities laws; PROVIDED, issuance or sale of securities; provided, howeverHOWEVER, that the Company Ancillary Agreements will not be effective until the earlier of the date provided for thereinset forth therein or the Effective Time.

Power, Authorization and Validity. (a) Company Buyer has the right, power, legal capacity all requisite corporate power and authority to enter into (i) enter, execute, deliver and perform its obligations under this Agreement and all agreements each of the Buyer Ancillary Agreements and to which Company is or will be a party that are required consummate the transactions contemplated hereby and thereby, and (ii) acquire, own and operate the Purchase Assets and to be executed pursuant to conduct the Business. The execution, delivery, and performance by ▇▇▇▇▇ of this Agreement (and each of the "COMPANY ANCILLARY AGREEMENTS"). This Agreement Buyer Ancillary Agreements, and the Company Ancillary Agreements purchase of the Purchased Assets by Buyer, have been duly and validly approved authorized by Companyall necessary corporate action on the part of Buyer. (b) No filingconsent, authorizationapproval, consent order, or approvalauthorization of, notification to, action by or registration, declaration, or filing with, any Governmental Authority, or any other person, governmental or otherwise, or filing with any governmental authority or court is necessary to enable Company to enter into, and to perform their respective obligations under, this Agreement, the Company Ancillary Agreements except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware; (ii) such filings and notifications as may be or required to be made or obtained by Company in connection with Buyer to enable Buyer to lawfully enter, execute, deliver and perform its obligations under this Agreement and each of the Merger under Buyer Ancillary Agreements, or to consummate the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇itrust Improvements Act of 1976, as amended (the "HSR ACT") and the expiration of applicable waiting periods under the HSR Act; and (iii) consents required under contracts disclosed in Schedule 2.5transactions contemplated hereby or thereby. (c) This Agreement and each of the Company Buyer Ancillary Agreements arehave been duly executed and delivered by ▇▇▇▇▇. Assuming due authorization, or when executed execution, and delivery by Company will beSeller, this Agreement and each of the Buyer Ancillary Agreements are valid and binding obligations of Company Buyer enforceable against Company Buyer in accordance with their respective terms, subject only to the effect, if any, effect of (i) applicable bankruptcy and bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the now or hereafter in effect relating to rights of creditors generally, generally and (ii) rules of law and equity governing specific performance, injunctive relief relief, and other equitable remedies, and (iii) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities; provided, however, that the Company Ancillary Agreements will not be effective until the date provided for therein.