Common use of Corporate Authorization Clause in Contracts

Corporate Authorization. The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby are within Seller's corporate powers and have been duly authorized by all necessary corporate action on the part of Seller. This Agreement constitutes a valid and binding agreement of Seller.

Corporate Authorization. The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby are within Seller's ’s corporate powers and have been duly authorized by all necessary corporate action on the part of Seller. This Agreement constitutes a valid and binding agreement of Seller.

Corporate Authorization. The execution, delivery and performance by Seller of this Agreement and the consummation by Seller of the transactions contemplated hereby and thereby are within Seller's corporate powers and have been duly authorized by all necessary corporate action on the part of Seller. This Agreement constitutes a valid and binding agreement of Seller.

Corporate Authorization. The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby are within Seller's corporate powers and have been duly authorized by all necessary corporate action on the part of Seller. This Agreement constitutes a valid and binding agreement of SellerSeller enforceable in accordance with its terms, except as (i) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (ii) the availability of equitable remedies may be limited by equitable principles of general applicability.

Corporate Authorization. The All resolutions and actions necessary to authorize the execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby are within Seller's corporate powers and by Seller shall have been duly authorized by all necessary corporate action on and validly made and taken, and Seller shall have full power and right to consummate the part of Seller. This Agreement constitutes a valid and binding agreement of Sellertransactions contemplated hereby.

Corporate Authorization. (a) Seller has, with respect to Section 5.10 and Article VIII, full corporate power and authority to execute and deliver this Agreement, and to perform its obligations hereunder. The execution, delivery and performance by Seller of this Agreement Agreement, with respect to Section 5.10 and the consummation of the transactions contemplated hereby are within Seller's corporate powers and Article VIII, have been duly and validly authorized and no additional corporate, shareholder or similar authorization or consent is required in connection with the execution, delivery and performance by all necessary corporate action on the part Seller of Seller. This Agreement constitutes a valid and binding agreement of Sellerthis Agreement.

Corporate Authorization. The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated effected hereby by Seller are within Seller's its corporate powers and have been duly authorized by all necessary corporate action on action, including the part approval by its board of Sellerdirectors. This Agreement constitutes a valid and binding agreement of Seller.

Corporate Authorization. The execution, delivery delivery, and performance by Seller Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby are within Seller's the corporate powers of Buyer and have been duly authorized by all necessary corporate action on the part of Selleraction. This Agreement constitutes a valid and binding agreement Agreement of SellerBuyer.

Corporate Authorization. The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby are within Seller's ’s corporate powers and have been duly authorized by all necessary corporate action on the part of Seller. This Agreement constitutes a valid and binding agreement of SellerSeller enforceable against Seller in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity).

Corporate Authorization. The execution, delivery and performance by Seller Buyer of this Agreement and the consummation of the transactions contemplated hereby are within SellerBuyer's corporate powers and have been duly authorized by all necessary corporate action on the part of SellerBuyer. This Agreement constitutes a valid and binding agreement of SellerBuyer, enforceable in accordance with its terms.

Corporate Authorization. (a) Seller has, with respect to Section 5.8 and Article VIII, full corporate power and authority to execute and deliver this Agreement, and to perform its obligations hereunder. The execution, delivery and performance by Seller of this Agreement Agreement, with respect to Section 5.8 and the consummation of the transactions contemplated hereby are within Seller's corporate powers and Article VIII, have been duly and validly authorized and no additional corporate, shareholder or similar authorization or consent is required in connection with the execution, delivery and performance by all necessary corporate action on the part Seller of Seller. This Agreement constitutes a valid and binding agreement of Sellerthis Agreement.

Corporate Authorization. The execution, delivery and performance by Seller Buyer of this Agreement and the consummation of the transactions contemplated hereby are within Seller's the corporate powers of Buyer and have been duly authorized by all necessary corporate action on the part of SellerBuyer. This Agreement constitutes a valid and binding agreement of SellerBuyer enforceable against Buyer in accordance with its terms.

Corporate Authorization. The execution, delivery and performance by Seller of this Agreement and the consummation by Seller of the transactions contemplated hereby are within Seller's ’s corporate powers and have been duly authorized by all necessary corporate action by or on the part behalf of Seller. This Agreement constitutes a valid and binding agreement of Seller.

Corporate Authorization. The execution, delivery and performance by Seller Parties of this Agreement and the consummation of the transactions contemplated hereby are within Seller's each such Seller Parties’ corporate powers and have been duly authorized by all necessary corporate action on the part of SellerSeller and Parent. This Agreement constitutes a valid and binding agreement of SellerSeller Parties enforceable against the Seller Parties in accordance with its terms.

Corporate Authorization. The execution, delivery and performance by Seller of this Agreement and the Notarial Deed and Assignment Agreement and the consummation by Seller of the transactions contemplated hereby and thereby are within Seller's the corporate powers of Seller and have been duly authorized by all necessary corporate action on the part of Seller. This Agreement constitutes and, when executed and delivered in accordance with its terms, the Notarial Deed and Assignment Agreement will constitute, a valid and binding agreement of Seller, enforceable in accordance with its terms.

Corporate Authorization. The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby are within Seller's ’s corporate powers and have been duly authorized by all necessary corporate action on the part of Seller. This Agreement constitutes a valid and binding agreement of SellerSeller enforceable against Seller in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other Applicable Law affecting creditors’ rights generally and general principles of equity).

Corporate Authorization. The execution, delivery and performance by Seller of this Agreement and the consummation by Seller of the transactions contemplated hereby are within Seller's corporate powers and have been duly authorized by all necessary corporate action on the part of Seller. This Agreement constitutes a valid and binding agreement of Seller.

Corporate Authorization. The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby are within Seller's corporate powers and have been duly authorized by all necessary corporate action on the part of Seller. This Agreement constitutes a valid and binding agreement of Seller. In connection with the authorization of this Agreement, the Seller's Board of Directors has received an opinion of Xxxxxxx, Xxxxx & Co. to the effect that the consideration to be paid pursuant to this Agreement is fair to Seller from a financial point of view.

Corporate Authorization. The execution, delivery and performance by Seller of this Agreement and the consummation by Seller of the transactions contemplated hereby are within Seller's the corporate powers of Seller and have been duly authorized by all necessary corporate action on the part of Seller. This Agreement constitutes a valid and binding agreement of Seller.

Corporate Authorization. The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby are within Seller's corporate powers and have been duly authorized by all necessary corporate action on the part of SellerSeller and no other corporate or other approval of Seller or its stockholders is required in connection therewith. This Agreement constitutes a valid and binding agreement of Seller.

Corporate Authorization. The execution, delivery and performance by the Seller of this Agreement and the Stock Purchase Agreement and the consummation by the Seller of the transactions contemplated hereby and thereby are within the Seller's corporate powers and have been duly authorized by all necessary corporate action on the part of the Seller. This The Seller has duly executed and delivered each of this Agreement and the Stock Purchase Agreement, and each of this Agreement and the Stockholder Agreement constitutes a valid and binding agreement of the Seller.

Corporate Authorization. The execution, delivery and performance by Seller of this Agreement Agreement, and the consummation by Seller of the transactions contemplated hereby are within Seller's corporate powers and have been duly authorized by all necessary corporate action on the part of Seller. This Agreement has been duly executed and delivered and constitutes a valid and binding agreement of Seller, enforceable against Seller in accordance with its terms.

Corporate Authorization. The execution, delivery and performance by the Seller of this Agreement and the consummation of the transactions contemplated hereby are within Seller's corporate powers and have been duly authorized by all necessary authorized, and no additional corporate or stockholder action on is required for the part approval of Sellerthis Agreement. This Agreement has been duly executed and delivered and constitutes a the legal, valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms.

Corporate Authorization. The execution, delivery and performance by Seller of this Agreement and the consummation by Seller of the transactions contemplated hereby are within Seller's corporate powers and have been duly authorized by all necessary corporate action on the part of Selleraction. This Agreement constitutes a valid and binding agreement of SellerSeller enforceable against Seller in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally.

Corporate Authorization. The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby Transactions are within Seller's ’s corporate powers and have been duly authorized by all necessary corporate action on the part of Seller. This Subject to entry by the Bankruptcy Court of the Approval Order in the Bankruptcy Case, this Agreement constitutes a valid and binding agreement of SellerSeller that is enforceable in accordance with its terms.

Corporate Authorization. Seller has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contem- plated by this Agreement. The execution, delivery and performance by Seller of this Agreement and the consummation by Seller of the transactions contemplated hereby are within Seller's corporate powers and by this Agreement have been duly authorized by all necessary corporate action on the part of Seller. This Agreement constitutes a valid Seller has heretofore made available to Acquiror true, correct and binding agreement complete copies of Sellerthe certificate of incorporation and bylaws of each of the Snapple Companies.

Corporate Authorization. The execution, delivery and performance by Seller of this Agreement the Transaction Documents and the consummation of the transactions contemplated hereby are within Seller's ’s corporate powers and have been duly authorized by all necessary corporate action on the part of Seller. This Agreement constitutes a valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, and each other Transaction Document, when executed and delivered by Seller will constitute the valid and binding agreement of Seller, enforceable against Seller in accordance with its terms.

Corporate Authorization. Each Seller has the requisite corporate power and authority to execute, deliver and to perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement. The execution, delivery and performance by each Seller of this Agreement and the consummation by each Seller of the transactions contemplated hereby are within Seller's corporate powers and have by this Agreement has been duly authorized by all necessary corporate and stockholder action on the part of Seller. This Agreement constitutes a valid and binding agreement of each Seller.

Corporate Authorization. The execution, delivery and performance by Seller Sellers of this Agreement and the consummation of the transactions contemplated hereby are within Seller's Sellers' corporate powers and have been duly authorized by all necessary corporate action on the part of SellerSellers. This Agreement has been executed and delivered by each of the Sellers and constitutes a valid and binding agreement of SellerSellers, enforceable against Sellers in all material respects so that Buyer receives substantially all of the benefits of the bargain. No other corporate action or proceeding by or in respect of Sellers is or was necessary to authorize this Agreement or the transactions contemplated herein.

Corporate Authorization. The execution, delivery and performance by Seller Buyer of this Agreement and the consummation of the transactions contemplated hereby are within SellerBuyer's corporate powers and have been duly authorized by all necessary corporate action on the part of SellerBuyer. This Agreement has been executed and delivered by Buyer and constitutes a valid and binding agreement of SellerBuyer, enforceable against Buyer in all material respects so that Sellers receive substantially all of the benefits of the bargain. No other corporate action or proceeding by or in respect of Buyer is or was necessary to authorize this Agreement or the transactions contemplated herein.

Corporate Authorization. The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby are within Seller's ’s corporate powers and have been duly authorized by all necessary corporate action on the part of Seller. This Agreement constitutes a valid and binding agreement obligation of Seller, enforceable against Seller in accordance with its terms, subject to general principles of equity and except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws of general application relating to creditors' rights.

Corporate Authorization. The execution, delivery and performance by Seller of this Agreement Agreement, and the consummation by Seller of the transactions contemplated hereby are within Seller's corporate powers and have been duly authorized by all necessary corporate action on the part of Seller. This Agreement has been duly executed and delivered and constitutes a valid and binding agreement of Seller.

Corporate Authorization. The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby Transactions are within Seller's ’s corporate powers and have been duly authorized by all necessary corporate action on the part of Seller. This Subject to entry by the Bankruptcy Court of the Sale Order in the Bankruptcy Case, this Agreement constitutes a valid and binding agreement of SellerSeller that is enforceable in accordance with its terms.

Corporate Authorization. (a) The execution, execution and delivery by Seller and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby Transactions within are within Seller's ’s corporate or other organizational powers and have been duly authorized by all necessary corporate or other organizational action on the part of Seller. This No other corporate proceedings on the part of Seller are necessary to authorize the execution, delivery or performance of this Agreement constitutes a valid and binding agreement of Selleror to consummate the Transactions.

Corporate Authorization. The execution, delivery and performance by Seller of this Agreement and the consummation by Seller of the transactions contemplated hereby are within Seller's the corporate powers of Seller and have been duly authorized by all necessary corporate action on the part of Seller. This Agreement constitutes a valid and binding agreement of SellerSeller enforceable in accordance with its terms.

Corporate Authorization. The executionSeller has all necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations under it. The execution and delivery and performance by Seller of this Agreement and the consummation completion of the transactions contemplated hereby are within Seller's corporate powers and in it have been duly and validly authorized by all necessary corporate action on the part of Seller. This Seller and this Agreement constitutes a legal, valid and binding agreement obligation of Sellereach Seller enforceable against it in accordance with its terms.

Corporate Authorization. The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions transaction contemplated hereby are within Seller's corporate powers and have been duly and validly authorized by all necessary corporate action on the part of Seller. This , and this Agreement constitutes is a valid and legally binding agreement obligation of Seller, enforceable in accordance with its terms.

Corporate Authorization. (a) The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby Transactions are within Seller's ’s corporate powers and and, except for any required approval of Seller’s stockholders, have been duly authorized by all necessary corporate action on the part of Seller. The Required Stockholder Approvals are the only votes of any of the Seller’s capital stock necessary in connection with the consummation of the Transactions. This Agreement has been duly executed and delivered by Seller and constitutes a valid and binding agreement of Seller.

Corporate Authorization. The execution, delivery and performance of this agreement by Seller, and all other agreements or instruments to be executed by Seller of pursuant to this Agreement agreement, have been authorized by proper corporate action and the consummation of the transactions contemplated hereby are within Seller's its corporate powers and have been duly authorized by all necessary corporate action on the part of Sellerpowers. This Agreement agreement constitutes a and such other agreements or instruments will constitute, the legal, valid and binding agreement obligations of Seller, which are, or will be, enforceable against Seller in accordance with their respective terms.

Corporate Authorization. The execution, delivery and performance by Seller of this Agreement and the Conveyance Documents and the consummation by Seller of the transactions contemplated hereby and thereby are within Seller's the corporate powers of Seller and have been duly authorized by all necessary corporate action on the part of Seller, including the approval of the Shareholder. This Agreement constitutes constitutes, and upon their execution and delivery the Conveyance Documents will constitute, a valid and legally binding agreement of SellerSeller and Shareholder, enforceable against both of Seller and Shareholder in accordance with their respective terms.

Corporate Authorization. The execution, delivery and performance by Seller of this Agreement the Transaction Documents and the consummation of the transactions contemplated hereby are within Seller's corporate powers and have been duly authorized by all necessary corporate action on the part of Seller. This Agreement constitutes a valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, and each other Transaction Document, when executed and delivered by Seller will constitute the valid and binding agreement of Seller, enforceable against Seller in accordance with its terms.

Corporate Authorization. The execution, delivery and performance by Seller the Buyer of this Agreement and the consummation of the transactions contemplated hereby are within Seller's the corporate powers of the Buyer and have been duly authorized by all necessary corporate action on the part of SellerBuyer. This Agreement constitutes a valid and binding agreement of Sellerthe Buyer.

Corporate Authorization. The execution, delivery delivery, and performance by Seller Buyer of this Agreement and the consummation of the transactions contemplated hereby are within Seller's the corporate powers and of Buyer have been duly authorized by all necessary corporate action on the part of SellerBuyer. This Agreement constitutes a valid and binding agreement of SellerBuyer., enforceable in accordance with their terms.

Corporate Authorization. The execution, delivery and performance transactions contemplated by Seller of this Agreement and the consummation of the transactions contemplated hereby are within Seller's corporate powers and have been duly authorized by all necessary appropriate corporate action actions on the part of Seller. This Agreement constitutes Sellers and, upon the execution and delivery of this Agreement, it shall be a valid and binding agreement obligation of Sellerthe Sellers.

Corporate Authorization. The execution, delivery delivery, and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby are within Seller's and its Affiliates corporate powers and , except for any required approval by Seller's stockholders, have been duly authorized by all necessary corporate action on the part of Seller. This Agreement constitutes a valid and binding agreement of SellerSeller and its Affiliates., enforceable in accordance with their terms.

Corporate Authorization. The execution, delivery and performance by the Seller of this Agreement Agreement, and the consummation by the Seller of the transactions contemplated hereby hereby, are within the Seller's corporate powers and have been duly authorized by all necessary corporate action on the part of Seller. This Agreement constitutes a valid and binding agreement of the Seller.

Corporate Authorization. The execution, delivery and performance by such Seller of this Agreement and each of the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby are within such Seller's corporate ’s partnership powers and have been duly authorized by all necessary corporate partnership action on the part of such Seller. This Assuming the due execution by each of the other parties thereto, this Agreement and each of the other Transaction Agreements constitutes a legal, valid and binding agreement of Sellersuch Seller enforceable against such Seller in accordance with its terms.

Corporate Authorization. The execution, delivery and performance by Seller of this Agreement and the Related Agreements to which it is a party and the consummation of the transactions contemplated hereby in this Agreement are within Seller's ’s corporate powers and have been duly authorized by all necessary corporate action on the part of SellerSeller (“Seller Transaction Approvals”). This Agreement constitutes a valid and each of the Related Agreements to be executed and delivered by Seller constitute or will constitute (as applicable) the legal, valid, and binding agreement obligation of Seller, enforceable against Seller in accordance with their respective terms.

Corporate Authorization. The execution, delivery and performance by Seller Buyer of this Agreement and the consummation of the transactions contemplated hereby are within Seller's the corporate powers and of Buyer have been duly authorized by all necessary corporate action on the part of SellerBuyer. This Agreement constitutes a valid and binding agreement of SellerBuyer.

Corporate Authorization. The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby are within Seller's ’s corporate powers and have been duly authorized by all necessary corporate action on the part of Seller. This Agreement constitutes a valid and binding agreement of Seller.Seller enforceable against Seller in accordance with its terms, except as such enforcement may be limited by

Corporate Authorization. The execution, delivery and performance by Seller of this Agreement and each of the Conveyance Documents to which it is a party and the consummation by Seller of the transactions contemplated hereby and thereby are within Seller's corporate the powers of Seller and have been duly authorized by all necessary corporate action on the part of Seller. This Agreement has been duly executed and delivered by the Seller and constitutes a valid and binding agreement of Seller, enforceable against the Seller in accordance with its terms except as enforceability may be limited under principles of equity and the like.

Corporate Authorization. The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby are within Seller's the corporate powers of Seller and have been duly authorized by all necessary corporate action on the part of Seller. This Assuming its execution by Buyers, this Agreement constitutes a valid and binding agreement of SellerSeller enforceable against Seller in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity). Section 3.04.

Corporate Authorization. Each Seller has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement. The execution, delivery and performance by each Seller of this Agreement and the consummation by each Seller of the transactions contemplated hereby are within Seller's corporate powers and by this Agreement have been duly authorized by all necessary corporate action on the part of Seller. This Agreement constitutes a valid and binding agreement of each Seller.

Corporate Authorization. The execution, delivery and performance by each Seller of this Agreement and the consummation by it of the transactions contemplated hereby are within Seller's its corporate powers and have been duly authorized by all necessary corporate action on the part of such Seller. This Agreement has been duly and validly executed and delivered by each Seller and constitutes a valid and binding agreement of each Seller, enforceable against it in accordance with its terms.

Corporate Authorization. The execution, delivery and performance transactions contemplated by Seller of this Agreement and the consummation of the transactions contemplated hereby are within Seller's corporate powers and have been duly authorized by all necessary appropriate corporate action actions on the part of Seller. This Agreement constitutes Seller and, upon the execution and delivery of this Agreement, it shall be a valid and binding agreement obligation of the Seller.

Corporate Authorization. (a) The execution, execution and delivery and performance by Seller of this Agreement and all of the other agreements, certificates and instruments to be executed and delivered by Seller pursuant hereto or in connection with the transactions contemplated hereby (the "Seller Ancillary Agreements"), the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby are within Seller's corporate powers and have been duly authorized by all necessary requisite corporate action on the part of Seller. This Agreement constitutes a valid and binding agreement of Seller.

Corporate Authorization. Each Seller has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement. The execution, delivery and performance by each Seller of this Agreement and the consummation by each Seller of the transactions contemplated hereby are within Seller's corporate powers and by this Agreement have been duly authorized by all necessary corporate action on the part of each Seller. This Agreement constitutes a valid and binding agreement of Seller.3.4

Corporate Authorization. The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby are within Seller's ’s corporate powers and have been duly authorized by all necessary corporate action on the part of Seller. This Assuming the due authorization, execution and delivery of Buyer, this Agreement constitutes a valid and binding agreement of SellerSeller enforceable against Seller in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity).

Corporate Authorization. (a) The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby are within Seller's ’s corporate powers and have been duly authorized by all necessary corporate action on the part of Sellerpowers. This Agreement constitutes a valid and binding agreement of SellerSeller enforceable against Seller in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity).

Corporate Authorization. The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby are within Seller's corporate powers and have been duly authorized by all necessary corporate and stockholder action on the part of Seller. This Agreement constitutes a valid and binding agreement of Seller.

Corporate Authorization. The execution, delivery and performance by Seller of this Agreement and the other Seller Transaction Agreements and the consummation of the transactions contemplated hereby and thereby are within Seller's corporate powers and and, except for any required approval by Seller's stockholders, have been duly authorized by all necessary corporate action on the part of Seller. This Agreement constitutes constitutes, and each of the other Seller Transaction Agreements when executed will constitute, a valid and binding agreement of Seller.

Corporate Authorization. The Seller and the Company have taken all necessary corporate actions to authorize and approve the execution, delivery delivery, and performance by Seller of this Agreement and the consummation transactions contemplated by this Agreement (including approval by the Board of Directors). Subject to receipt of the transactions contemplated hereby are within Seller's corporate powers required shareholder approvals, this Agreement constitutes the legal, valid, and have been duly authorized by all necessary corporate action on the part binding obligation of Seller. This Agreement constitutes a valid and binding agreement of Seller, enforceable against Seller in accordance with its terms.

Corporate Authorization. The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby are within Seller's corporate powers and have been duly and validly authorized by all necessary the Board of Directors of Seller and by a majority of the holders of Seller’s capital stock, and no other corporate action proceeding on the part of Seller. This Agreement constitutes a valid and binding agreement Seller is necessary for the consummation by Seller of Sellerthe transactions contemplated hereby.