Common use of Power; Enforceability Clause in Contracts

Power; Enforceability. Each of Parent and Merger Sub has the requisite power and authority to (a) execute and deliver this Agreement and any Transaction Document to which it is a party; (b) perform its covenants and obligations under this Agreement and any Transaction Document to which it is a party; and (c) subject to receiving the Merger Sub Stockholder Approval, consummate the Merger. The execution and delivery of this Agreement by each of Parent and Merger Sub, the performance by each of Parent and Merger Sub of its respective covenants and obligations under this Agreement and any Transaction Document to which it is a party, and, subject to receiving the Merger Sub Stockholder Approval, the consummation of the Merger have each been duly authorized by all necessary corporate or other action on the part of each of Parent and Merger Sub. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by the Enforceability Limitations.

Power; Enforceability. Each of Parent and Merger Sub has the requisite organizational power and authority to (a) execute and deliver this Agreement and any Transaction Document to which it is a party; (b) perform its covenants and obligations under this Agreement and any Transaction Document to which it is a party; and (c) subject to to, in the case of Merger Sub, receiving the approval of Parent, in its capacity as the sole stockholder of Merger Sub Stockholder ApprovalSub, consummate the Merger. The execution and delivery of this Agreement by each of Parent and Merger Sub, the performance by each of Parent and Merger Sub of its respective covenants and obligations under this Agreement and any Transaction Document to which it is a party, and, subject to to, in the case of Merger Sub, receiving the approval of Parent, in its capacity as the sole stockholder of Merger Sub Stockholder ApprovalSub, the consummation of the Merger have each been duly authorized by all necessary corporate or other organizational action on the part of each of Parent and Merger Sub. This Agreement and any Transaction Document to which it is a party has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by the CompanyCompany (or with respect to the Transaction Documents, the other signatories thereto), constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by the Enforceability Limitations.

Power; Enforceability. Each of Parent and Merger Sub Buyer Party has the requisite power and authority to (a) execute and deliver this Agreement and any Transaction Document to which it is a partyall of the documents and agreements contemplated hereby; (b) perform its covenants and obligations under this Agreement and any Transaction Document to which it is a partyhereunder; and (c) subject to receiving receipt of the Merger Sub Stockholder Approval, consummate the Merger. The execution and delivery of this Agreement by each of Parent and Merger Subthe Buyer Parties, the performance by each of Parent and Merger Sub Buyer Party of its respective covenants and obligations under this Agreement and any Transaction Document to which it is a party, hereunder and, subject to receiving receipt of the Merger Sub Stockholder Approval, the consummation of the Merger have each been duly authorized and approved by all necessary corporate or other action actions on the part of each Buyer Party and no additional actions on the part of Parent any Buyer Party are necessary to authorize (i) the execution and delivery of this Agreement by each Buyer Party; (ii) the performance by each Buyer Party of its respective covenants and obligations hereunder; or (iii) the consummation of the Merger Subexcept for the receipt of the Merger Sub Stockholder Approval. This Agreement has been duly executed and delivered by each of Parent and Merger Sub Buyer Party and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger SubBuyer Party, enforceable against each of Parent and Merger Sub Buyer Party in accordance with its terms, except as such enforceability may be limited by subject to the Enforceability Limitations.

Power; Enforceability. Each of Parent and Merger Sub Buyer Party has the requisite organizational power and authority to (a) execute and deliver this Agreement and any Transaction Document to which it is a party; (b) perform its covenants and obligations under this Agreement and any Transaction Document to which it is a party; and (c) subject to to, in the case of Merger Sub I and Merger Sub II, receiving the Merger Sub Stockholder Approvalapproval of Parent, in its capacity as the sole stockholder or unitholder, as applicable, consummate the MergerMergers. The execution and delivery of this Agreement by each of Parent and Merger Subthe Buyer Parties, the performance by each of Parent and Merger Sub Buyer Party of its respective covenants and obligations under this Agreement and any Transaction Document to which it is a party, and, subject to to, in the case of Merger Sub I and Merger Sub II, receiving the Merger Sub Stockholder Approvalapproval of Parent, in its capacity as the sole stockholder or unitholder, as applicable, the consummation of the Merger Mergers have each been duly authorized by all necessary corporate or other organizational action on the part of each of Parent and Merger SubBuyer Party. This Agreement and any Transaction Document to which it is a party has been duly executed and delivered by each of Parent and Merger Sub Buyer Party and, assuming the due authorization, execution and delivery by the CompanyCompany Parties (or with respect to the Transaction Documents, the other signatories thereto), constitutes a legal, valid and binding obligation of each of Parent and Merger SubBuyer Party, enforceable against each of Parent and Merger Sub Buyer Party in accordance with its terms, except as such enforceability may be limited by the Enforceability Limitations.