Common use of Power; Enforceability Clause in Contracts

Power; Enforceability. Each Buyer Party has the requisite power and authority to execute and deliver this Agreement, to perform its covenants and obligations hereunder, and to consummate the transactions contemplated hereby, including the Offer and the Merger. The execution and delivery of this Agreement by the Buyer Parties, the performance by each Buyer Party of its respective covenants and obligations hereunder and the consummation of the transactions contemplated hereby, including the Offer and the Merger, have been duly authorized, adopted and approved by all necessary action on the part of each Buyer Party and no additional actions on the part of any Buyer Party are necessary to authorize (a) the execution and delivery of this Agreement by each Buyer Party; (b) the performance by each Buyer Party of its respective covenants and obligations hereunder; or (c) subject to the adoption of this Agreement by the sole stockholder of Merger Sub, the consummation of the Merger. This Agreement has been duly executed and delivered by each Buyer Party and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each Buyer Party, enforceable against each Buyer Party in accordance with its terms, subject to the Enforceability Limitations.

Power; Enforceability. Each Buyer Party has the requisite power and authority to (a) execute and deliver this Agreement, to Agreement and all of the documents and agreements contemplated hereby; (b) perform its covenants and obligations hereunder, ; and to (c) consummate the transactions contemplated hereby, including the Offer and the Merger. The execution and delivery of this Agreement by the Buyer Parties, the performance by each Buyer Party of its respective covenants and obligations hereunder and the consummation of the transactions contemplated hereby, including the Offer and the Merger, Merger have been duly authorized, adopted authorized and approved by all necessary action actions on the part of each Buyer Party and no additional actions on the part of any Buyer Party are necessary to authorize (ai) the execution and delivery of this Agreement by each Buyer Party; (bii) the performance by each Buyer Party of its respective covenants and obligations hereunder; or (ciii) subject to the adoption of this Agreement by the sole stockholder of Merger Sub, the consummation of the Offer and the Merger. This Agreement has been duly executed and delivered by each Buyer Party and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each Buyer Party, enforceable against each Buyer Party in accordance with its terms, subject to the Enforceability Limitations.

Power; Enforceability. Each Buyer Party has the requisite power and authority to (a) execute and deliver this Agreement, Agreement and any other Transaction Document to which it is or will be a party; (b) perform its covenants and obligations hereunder, ; and to (c) consummate the transactions contemplated hereby, including the Offer and the Merger. The execution and delivery of this Agreement and any other Transaction Document by the Buyer Parties, the performance by each Buyer Party of its respective covenants and obligations hereunder and the consummation of the transactions contemplated hereby, including the Offer and the Merger, Merger have been duly authorized, adopted and approved authorized by all necessary action on the part of each Buyer Party and no additional actions on the part of any Buyer Party are necessary to authorize (ai) the execution and delivery of this Agreement and the Transaction Documents by each Buyer Party; (bii) the performance by each Buyer Party of its respective covenants and obligations hereunder; or (ciii) subject to the adoption of this Agreement by the sole stockholder of Merger Sub, the consummation of the Merger. This Agreement has been duly executed and delivered by each Buyer Party and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each Buyer Party, enforceable against each Buyer Party in accordance with its terms, subject to the Enforceability Limitations.