Common use of Corporate Authorization Clause in Contracts

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

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

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

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

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

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

Corporate Authorization. The execution, delivery and and, performance by the Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby are within the corporate powers (corporate, partnership or otherwise) of the Buyer and have been or will have been duly authorized by all necessary corporate actionaction on the part of the Buyer. This Agreement constitutes a valid and binding Agreement agreement of the Buyer.

Corporate Authorization. The execution, delivery and performance by Buyer of this Agreement and each of the Conveyance Documents to which it is a party and the consummation by Buyer of the transactions contemplated hereby and thereby are within the corporate powers of Buyer and have been duly authorized by all necessary corporate actionaction on the part of Buyer. This Agreement has been duly executed and delivered by the Buyer and constitutes a valid and binding Agreement agreement of Buyer.

Corporate Authorization. The execution, delivery and performance by Buyer of this Agreement the Transaction Documents to which Buyer is a party and the consummation by Buyer of the transactions contemplated hereby thereby are within the corporate powers of Buyer and have been duly authorized by all necessary corporate actionaction on the part of Buyer. This Agreement constitutes a valid and binding Agreement agreement of Buyer.

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

Corporate Authorization. The execution, delivery and performance by Buyer the BUYER of this the Agreement and the consummation by Buyer it of the transactions contemplated hereby are within the such organization's corporate powers and, except for any required approval by BUYER shareholders in connection with the consummation of Buyer and the Acquisition, have been duly authorized by all necessary corporate action. This The Agreement constitutes a valid and binding Agreement agreement of BuyerBUYER, enforceable in accordance with its terms. As of the Effective Time all corporate action on the part of BUYER required under applicable law in order to consummate the Acquisition will have occurred.

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

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

Corporate Authorization. The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby are within the Buyer's corporate powers of Buyer and have been duly authorized by all necessary corporate actionaction on the part of Buyer. This Agreement constitutes a legal, valid and binding Agreement agreement of Buyer., enforceable against Buyer in accordance with its terms, except (a) as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors' rights generally and (b) for limitations imposed by general principles of equity. 4.3

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

Corporate Authorization. The execution, delivery and performance by Buyer of this Agreement the Transaction Documents and the consummation by Buyer of the transactions contemplated hereby thereby are within the corporate powers of Buyer and have been duly authorized by all necessary corporate actionaction on the part of Buyer. This Agreement constitutes a The Transaction Documents constitute valid and binding Agreement agreements of Buyer.

Corporate Authorization. The Buyer has all requisite power and authority to execute, deliver and perform this Agreement and the transactions contemplated hereby, and the execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby are within the corporate powers of Buyer and have been duly authorized by all necessary requisite corporate action. This Agreement constitutes a valid and binding Agreement of action by Buyer.

Corporate Authorization. The execution, delivery and performance by Buyer of this Agreement and the Ancillary Agreements and the consummation by Buyer of the transactions contemplated hereby are within the corporate powers of Buyer and have been duly authorized by all necessary corporate actionaction on the part of Buyer. This Agreement constitutes a valid and binding Agreement agreement of Buyer. The Notes, when executed and delivered, will constitute a valid and binding obligation of Buyer.

Corporate Authorization. The execution, delivery and performance by Buyer of this Agreement the Transaction Documents and the consummation by Buyer of the transactions contemplated hereby are within the corporate powers of Buyer and have been duly authorized by all necessary corporate actionaction on the part of Buyer. This Agreement constitutes a valid and binding Agreement agreement of Buyer, and the other Transaction Documents when executed and delivered by Buyer will constitute, valid and binding agreements of Buyer.

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

Corporate Authorization. The execution, delivery and performance by Buyer of this Agreement, the Escrow Agreement and the Warrants and the consummation by Buyer of the transactions contemplated hereby and thereby, including the grant of Buyer Options pursuant to Section 7.02, are within the corporate powers of Buyer and have been duly authorized by all necessary corporate actionaction on the part of Buyer. This Agreement constitutes and upon execution, each of the Escrow Agreement and the Warrants will constitute a valid and binding Agreement agreement of Buyer.

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

Corporate Authorization. The executionexecution and delivery by Buyer of this Agreement, delivery and the performance by Buyer of this Agreement its obligations hereunder and the consummation by Buyer of the transactions contemplated hereby are within the corporate powers of Buyer and have been duly authorized by all necessary corporate actionaction on the part of Buyer. This Agreement constitutes a valid and binding Agreement agreement of Buyer.

Corporate Authorization. The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby any other Transaction Document to which it is a party are within the corporate powers of Buyer and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding Agreement action on the part of Buyer.

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

Corporate Authorization. The execution, delivery and performance by Buyer Acquiror of this Agreement and the consummation by Buyer Acquiror of the transactions contemplated hereby are within the corporate powers of Buyer and Acquiror and, except for the Acquiror Stockholder Approval, have been duly authorized by all necessary corporate action. This Assuming that this Agreement constitutes the valid and binding obligation of the Company, this Agreement constitutes a valid and binding Agreement agreement of BuyerAcquiror, enforceable in accordance with its terms.

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

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

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

Corporate Authorization. The execution, delivery and performance by Buyer of this Agreement and each of the Ancillary Agreements and the consummation by Buyer of the transactions contemplated hereby and thereby are within the corporate powers of Buyer and and, except for any required approval by Buyer's stockholders of the Buyer Shareholder Resolutions ("BUYER'S STOCKHOLDER APPROVAL"), have been duly authorized by all necessary corporate actionaction on the part of Buyer. This Agreement constitutes a valid and binding Agreement agreement of Buyer.

Corporate Authorization. (a) Buyer has all necessary corporate power and authority to execute, deliver and perform each Transaction Document to which it is a party. The execution, delivery and performance of the Transaction Documents by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby are within the corporate powers of Buyer and have been duly authorized by all necessary corporate actionaction on the part of Buyer. This Agreement constitutes a constitutes, and the other Transaction Documents when executed by Buyer will constitute, the valid and binding Agreement obligations of Buyer, enforceable against Buyer in accordance with their respective terms.

Corporate Authorization. The execution, delivery and performance by Buyer of this Agreement Agreement, each of the Ancillary Agreements and the consummation by Buyer of the transactions contemplated hereby and thereby are within the corporate powers of Buyer and have been duly authorized by all necessary corporate actionaction on the part of Buyer. This Agreement constitutes and each of the Ancillary Agreements to which Buyer is a party constitute valid and binding Agreement agreements of Buyer.

Corporate Authorization. The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby and thereby are within the corporate powers power and authority of Buyer and have been duly authorized by all necessary corporate actionBuyer. This Agreement has been duly authorized, executed and delivered by Buyer and constitutes a valid and binding Agreement obligation of Buyer., enforceable against Buyer in accordance with its terms, subject to applicable bankruptcy,

Corporate Authorization. The execution, delivery and performance by Buyer of this Agreement and each of the Conveyance Documents to which it is a party and the consummation by Buyer of the transactions contemplated hereby and thereby are within the corporate powers of Buyer and have been duly authorized by all necessary corporate actionaction on the part of Buyer. This Agreement constitutes a valid and binding Agreement agreement of Buyer.

Corporate Authorization. The execution, execution and delivery and performance by Buyer of this Agreement by the Purchaser, the performance by the Purchaser of its covenants and agreements hereunder and the consummation by Buyer the Purchaser of the transactions contemplated hereby are within the corporate powers of Buyer and have been duly authorized by all necessary corporate and shareholder action. This Agreement constitutes a valid and binding Agreement agreement of Buyerthe Purchaser, enforceable against the Purchaser in accordance with its terms.

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

Corporate Authorization. The Buyer has taken all necessary corporate actions to authorize and approve the execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby are within the corporate powers of Buyer and have been duly authorized by all necessary corporate actionthis Agreement. This Agreement constitutes a legal, valid and binding Agreement obligation of BuyerSeller, enforceable against Seller in accordance with its terms.

Corporate Authorization. The execution, delivery and performance by Buyer the Purchaser of this Agreement and the consummation by Buyer the Purchaser of the transactions contemplated hereby are within the corporate powers of Buyer the Purchaser and have been duly authorized by all authorized, and no other corporate proceedings on the part of the Purchaser are necessary corporate actionto authorize this Agreement or the transactions contemplated hereby. This Agreement constitutes a valid and binding Agreement agreement of Buyerthe Purchaser enforceable against the Purchaser in accordance with its terms.

Corporate Authorization. (a) The execution, delivery and performance by Buyer the Company of this Agreement and the consummation by Buyer the Company of the transactions contemplated hereby are within the corporate powers of Buyer the Company and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding Agreement agreement of Buyerthe Company and the Stockholders.

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

Corporate Authorization. The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby are within the corporate powers of Buyer and have been duly authorized by all necessary corporate actionand shareholder action by Buyer. Buyer has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes has been duly executed and delivered by Buyer and is a valid and binding Agreement obligation of Buyer, enforceable in accordance with its terms and conditions.

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

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