Common use of Authority; Execution and Delivery Clause in Contracts

Authority; Execution and Delivery. Each Seller has the requisite corporate power and authority to enter into this Agreement and the Transaction Documents and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the Transaction Documents by the Sellers and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement and the Transaction Documents have been duly executed and delivered by the Sellers and, assuming the due authorization, execution and delivery of this Agreement and the Transaction Documents by the Buyer, will constitute the legal, valid and binding obligation of the Sellers, enforceable against them in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law.

Authority; Execution and Delivery. Each Seller of the Company and the Buyer has the requisite corporate power and authority to enter into this Agreement and the Transaction Documents and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the Transaction Documents by the Sellers Company and the Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement and the Transaction Documents have has been duly executed and delivered by the Sellers Buyer and the Company and, assuming the due authorization, execution and delivery of this Agreement and the Transaction Documents by the BuyerSellers, will constitute constitutes the legal, valid and binding obligation of the SellersBuyer and the Company, enforceable against them the Buyer and the Company in accordance with their its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law.

Authority; Execution and Delivery. Each Seller has the requisite corporate company power and authority to enter into this Agreement and the Transaction Documents Ancillary Agreements and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Transaction Documents Ancillary Agreements by the Sellers Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorizedauthorized by all requisite corporate action on the part of Seller. This Agreement and the Transaction Documents have has been duly executed and delivered by the Sellers Seller and, assuming the due authorization, execution and delivery of this Agreement and the Transaction Documents by the Buyer, will constitute the legal, valid valid, and binding obligation of the SellersSeller, enforceable against them it in accordance with their its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer transfer, and other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity (including concepts of materiality, reasonableness, good faith faith, and fair dealing), ) regardless of whether considered in a proceeding in equity or at law.