Common use of Power; Binding Agreement Clause in Contracts

Power; Binding Agreement. Each of Parent and Xxxxxx Sub has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Xxxxxx and Xxxxxx Sub of this Agreement, the performance by each of Parent and Xxxxxx Sub of its obligations hereunder and the consummation by Xxxxxx and Xxxxxx Sub of the transactions contemplated hereby have been duly and validly authorized by each of Parent and Merger Sub and no other actions or proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery by Parent or Merger Sub, the performance by either Parent or Merger Sub of its obligations hereunder or the consummation by Parent or Merger Sub of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement constitutes a valid and binding obligation of the Stockholder, constitutes a valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exceptions.

Power; Binding Agreement. Each of Parent and Xxxxxx Merger Sub has full each have all requisite power and authority to execute and deliver this Agreement, to perform its each of their respective obligations hereunder and to consummate the transactions contemplated hereby. The execution execution, delivery and delivery performance by Xxxxxx Parent and Xxxxxx Merger Sub of this Agreement, the performance by each of Parent and Xxxxxx Merger Sub of its their respective obligations hereunder and the consummation by Xxxxxx Parent and Xxxxxx Merger Sub of the transactions contemplated hereby have been duly and validly authorized by each of Parent and Merger Sub and no other actions or proceedings on the part of Parent or and Merger Sub are necessary to authorize the execution and delivery by Parent or Merger Subthem of this Agreement, the performance by either Parent or and Merger Sub of its their respective obligations hereunder or the consummation by Parent or and Merger Sub of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement constitutes a legally valid and binding obligation of the Stockholder, constitutes a legally valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub them in accordance with its termsterms except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect relating to creditors’ rights generally and subject to the Bankruptcy and Equity Exceptionsgeneral principles of equity.

Power; Binding Agreement. Each of Parent and Xxxxxx Merger Sub has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Xxxxxx Parent and Xxxxxx Merger Sub of this Agreement, the performance by each of Parent and Xxxxxx Merger Sub of its obligations hereunder and the consummation by Xxxxxx Parent and Xxxxxx Merger Sub of the transactions contemplated hereby have been duly and validly authorized by each of Parent and Merger Sub and no other actions or proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery by Parent or Merger Sub, the performance by either Parent or Merger Sub of its obligations hereunder or the consummation by Parent or Merger Sub of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement constitutes a valid and binding obligation of the Stockholder, constitutes a valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency and the Bankruptcy relief of debtors; and Equity Exceptions(ii) rules of law governing specific performance and other equitable remedies.

Power; Binding Agreement. Each of Parent and Xxxxxx Sub Purchaser has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Xxxxxx Parent and Xxxxxx Sub Purchaser of this Agreement, the performance by each of Parent and Xxxxxx Sub Purchaser of its obligations hereunder and the consummation by Xxxxxx Parent and Xxxxxx Sub Purchaser of the transactions contemplated hereby have been duly and validly authorized by each of Parent and Merger Sub Purchaser and no other actions or proceedings on the part of Parent or Merger Sub Purchaser are necessary to authorize the execution and delivery by Parent or Merger SubPurchaser, the performance by either Parent or Merger Sub Purchaser of its obligations hereunder or the consummation by Parent or Merger Sub Purchaser of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger SubPurchaser, and, assuming this Agreement constitutes a valid and binding obligation of the StockholderStockholders, constitutes a valid and binding obligation of each of Parent and Merger SubPurchaser, enforceable against each of Parent and Merger Sub Purchaser in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency and the Bankruptcy relief of debtors and Equity Exceptions(ii) rules of law governing specific performance and other equitable remedies.

Power; Binding Agreement. Each of Parent and Xxxxxx Merger Sub has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Xxxxxx Parent and Xxxxxx Merger Sub of this Agreement, the performance by each of Parent and Xxxxxx Merger Sub of its obligations hereunder and the consummation by Xxxxxx Parent and Xxxxxx Merger Sub of the transactions contemplated hereby have been duly and validly authorized by each of Parent and Merger Sub and no other actions or proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery by Parent or Merger Sub, the performance by either Parent or Merger Sub of its obligations hereunder or the consummation by Parent or Merger Sub of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement constitutes a valid and binding obligation of the StockholderStockholders, constitutes a valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency and the Bankruptcy relief of debtors and Equity Exceptions(ii) rules of law governing specific performance and other equitable remedies.

Power; Binding Agreement. Each of Parent and Xxxxxx Sub has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Xxxxxx and Xxxxxx Sub of this Agreement, the performance by each of Parent and Xxxxxx Sub of its obligations hereunder and the consummation by Xxxxxx and Xxxxxx Sub of the transactions contemplated hereby have been duly and validly authorized by each of Parent and Merger Sub and no other actions or proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery by Parent or Merger Sub, the performance by either Parent or Merger Sub of its obligations hereunder or the consummation by Parent or Merger Sub of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement constitutes a valid and binding obligation of the StockholderStockholders, constitutes a valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exceptions.