Common use of Authority and Enforceability Clause in Contracts

Authority and Enforceability. The Seller has full power and authority to execute, deliver and perform this Agreement and the transactions contemplated hereby and has validly executed and delivered this Agreement. This Agreement constitutes the legal, valid and binding agreement of the Seller, enforceable in accordance with its terms, except as such enforcement may be limited by general principles of equity or by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally. No consent, approval or other action by any governmental authority is required in connection with the execution, delivery and performance by the Seller of this Agreement.

Authority and Enforceability. The Seller has full power power, right and authority to execute, deliver enter into and perform this Agreement and the transactions contemplated hereby and has validly executed and delivered its obligations under this Agreement. This Agreement has been duly executed and delivered by Seller and constitutes the legal, valid and binding agreement obligation of the Seller, enforceable against Seller in accordance with its terms. Except for filings required pursuant to Sections 13(d) or 16 of the Exchange Act, except as such enforcement may be limited by general principles of equity or by bankruptcyand the rules promulgated thereunder, insolvency or other similar laws affecting creditors’ rights generally. No consentno permit, approval or other action by consent of, or notification to any governmental authority or regulatory entity or any other person is required necessary in connection with the execution, delivery and performance by the Seller of this AgreementAgreement and the consummation by Seller of the transactions contemplated hereby.

Authority and Enforceability. The Seller has full the requisite corporate power and authority to execute, enter into and deliver this Agreement and perform to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Seller. This Agreement has been duly and validly executed and delivered by Seller and (assuming that this Agreement. This Agreement constitutes the legal, a valid and binding agreement obligation of the Seller, Purchaser) constitutes a valid and binding obligation of Seller enforceable against it in accordance with its terms, except as such enforcement may be limited by general principles of equity or by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally. No consent, approval or other action by any governmental authority is required in connection with the execution, delivery and performance by the Seller of this Agreement.

Authority and Enforceability. The Seller has full power legal capacity and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby and has validly executed and delivered this Agreementhereby. This Agreement constitutes the legal, valid and binding agreement obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforcement enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws and judicial decisions affecting the rights of creditors generally and by general principles of equity (whether applied in a proceeding at law or by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally. No consent, approval or other action by any governmental authority is required in connection with the execution, delivery and performance by the Seller of this Agreementequity).

Authority and Enforceability. The Seller has full the absolute and unrestricted right, power and authority to execute, deliver enter into and to perform this Agreement and the transactions contemplated hereby and has validly executed and delivered its obligations under this Agreement. This Agreement constitutes has been duly executed and delivered by Seller and Seller Equityholders and, assuming the legaldue authorization, execution and delivery by each of the other parties hereto, this Agreement is the valid and binding agreement obligation of the SellerSeller and Seller Equityholders, enforceable in accordance with its terms, except as such enforcement may be limited by general principles of equity or by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally. No consent, approval or other action by any governmental authority is required in connection with the execution, delivery and performance by the Seller of this Agreement.

Authority and Enforceability. The Seller has full power all requisite power, legal capacity and authority to execute, deliver and perform the Seller's obligations under this Agreement, including the transfer and sale of the Shares to the Company. This Agreement and the transactions contemplated hereby and has validly been duly executed and delivered this Agreement. This Agreement by Seller and constitutes the legal, valid and binding agreement of the Seller, enforceable against Seller in accordance with its terms, except as such enforcement to the extent that its enforceability may be limited by general principles of equity or by subject to applicable bankruptcy, insolvency or other insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ ' rights generally. No consent, approval or other action generally and by any governmental authority is required in connection with the execution, delivery and performance by the Seller of this Agreementgeneral equitable principles.

Authority and Enforceability. The Seller has full the power and authority to execute, execute and deliver this agreement and perform its obligations hereunder. The execution and delivery by the Seller of this Agreement agreement and the transactions contemplated hereby performance by the Seller of its obligations hereunder have been duly and validly authorized by the board of directors and (to the extent necessary) stockholders of the Seller. This agreement has been duly and validly executed and delivered this Agreement. This Agreement by the Seller and constitutes the legal, valid and binding agreement obligation of the Seller, enforceable against it in accordance with its terms, except as such enforcement may be limited by general principles of equity or by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally. No consent, approval or other action by any governmental authority is required in connection with the execution, delivery and performance by the Seller of this Agreement.

Authority and Enforceability. The Seller has full power and authority to execute, deliver and perform this Agreement and the transactions contemplated hereby and has validly executed and delivered this Agreement. This Agreement constitutes the legal, valid and binding agreement of the Seller, Seller enforceable in accordance with its terms, except as such enforcement may be limited by general principles of equity or by bankruptcy, insolvency or other similar laws affecting creditors’ ' rights generally. No consent, approval or other action by any governmental authority is required in connection with the execution, delivery and performance by the Seller of this Agreement.

Authority and Enforceability. The Seller has full all requisite power and authority authority, and has taken all action necessary, to execute, execute and deliver and perform this Agreement and the transactions contemplated hereby and to perform its obligations hereunder. This Agreement has validly been duly authorized, executed and delivered this Agreement. This Agreement by Seller, and constitutes the legal, valid and binding agreement obligations of the Seller, enforceable against Seller in accordance with its terms, except as such enforcement may be limited by general principles of equity or by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally. No consent, approval or other action by any governmental authority is required in connection with the execution, delivery and performance by the Seller of this Agreement.

Authority and Enforceability. The Seller This Agreement has full power and authority to execute, deliver and perform this Agreement and the transactions contemplated hereby and has validly been duly executed and delivered this Agreement. This Agreement by Seller and (assuming due authorization, execution, and delivery by Buyer) constitutes the Seller’s legal, valid valid, and binding agreement of the Sellerobligation, enforceable against Seller in accordance with its terms, except as such enforcement enforceability may be limited by general principles of equity or by bankruptcy, insolvency insolvency, reorganization, or other similar laws affecting creditors’ rights generally. No consent, approval generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or other action by any governmental authority is required in connection with the execution, delivery and performance by the Seller of this Agreementequity).

Authority and Enforceability. The Seller has full all necessary power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby and hereby. This Agreement has validly been duly executed and delivered this Agreement. This Agreement by Seller and constitutes the legal, a valid and legally binding agreement obligation of the Seller, enforceable against Seller in accordance with its terms, except as such enforcement may be limited by general principles of equity or by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally. No consent, approval or other action by any governmental authority is required in connection with the execution, delivery and performance by the Seller of this Agreement.

Authority and Enforceability. The Seller has full power power, right and authority to execute, deliver enter into and perform this Agreement and the transactions contemplated hereby and has validly executed and delivered his obligations under this Agreement. This Agreement has been duly executed and delivered by the Seller and constitutes the legal, valid and binding agreement obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforcement may be limited by general principles of equity or by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally. No consentpermit, approval or other action by consent of, or notification to any governmental authority entity or any other person is required necessary in connection with the execution, delivery and performance by the Seller of this AgreementAgreement and the consummation by the Seller of the transactions contemplated hereby.

Authority and Enforceability. The Seller has full power the requisite right, power, authority and authority capacity to execute, execute and deliver and perform this Agreement and to sell and deliver the transactions contemplated hereby and Shares to Buyer. This Agreement has validly been duly executed and delivered this Agreement. This Agreement constitutes by Seller and is the legal, valid and binding agreement obligation of the Seller, enforceable against Seller in accordance with its terms, except as such enforcement the same may be limited by general principles of equity or by bankruptcy, insolvency or other similar laws relating to or affecting the enforcement of creditors’ rights generally. No consent, approval or other action by any governmental authority is required in connection with generally and the execution, delivery and performance by the Seller effect of this Agreementgeneral principles of equity.

Authority and Enforceability. The Seller and each Member has full power legal capacity and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby and has validly executed and delivered this Agreementhereby. This Agreement constitutes the legal, valid and binding agreement obligation of the SellerSeller and each Member, enforceable against the Seller and each Member in accordance with its terms, except as such enforcement enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws and judicial decisions affecting the rights of creditors generally and by general principles of equity (whether applied in a proceeding at law or by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally. No consent, approval or other action by any governmental authority is required in connection with the execution, delivery and performance by the Seller of this Agreementequity).

Authority and Enforceability. The Seller has Sellers have full power and authority to execute, deliver and perform this Agreement and the transactions contemplated hereby and has have validly executed and delivered this Agreement. This Agreement constitutes the legal, valid and binding agreement of the Seller, Sellers enforceable in accordance with its terms, except as such enforcement may be limited by general principles of equity or by bankruptcy, insolvency or other similar laws affecting creditors’ ' rights generally. No consent, approval or other action by any governmental authority is required in connection with the execution, delivery and performance by the Seller of this Agreement.

Authority and Enforceability. The Seller has full power all requisite power, legal capacity and authority to execute, deliver and perform the Seller’s obligations under this Agreement, including the transfer and sale of the Shares to the Company. This Agreement and the transactions contemplated hereby and has validly been duly executed and delivered this Agreement. This Agreement by Seller and constitutes the legal, valid and binding agreement of the Seller, enforceable against Seller in accordance with its terms, except as such enforcement to the extent that its enforceability may be limited by general principles of equity or by subject to applicable bankruptcy, insolvency or other insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ ' rights generally. No consent, approval or other action generally and by any governmental authority is required in connection with the execution, delivery and performance by the Seller of this Agreementgeneral equitable principles.

Authority and Enforceability. The Such Seller has full all requisite power and authority authority, and has taken all action necessary, to execute, execute and deliver and perform this Agreement and the transactions contemplated hereby and to perform such Seller’s obligations hereunder. This Agreement (a) has validly been duly executed and delivered this Agreement. This Agreement by such Seller; (b) assuming the due authorization, execution, and delivery by the Purchaser and the Parent, constitutes the legal, valid valid, and binding agreement obligations of the such Seller, enforceable in accordance with its terms, except as ; and (c) is Enforceable against such enforcement may be limited by general principles of equity or by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally. No consent, approval or other action by any governmental authority is required in connection with the execution, delivery and performance by the Seller of this AgreementSeller.

Authority and Enforceability. The Seller has full all requisite power and authority authority, and has taken all action necessary, to execute, execute and deliver and perform this Agreement and the transactions contemplated hereby and to perform its obligations hereunder. This Agreement has validly been duly executed and delivered by the Seller, and this Agreement. This Agreement constitutes the legal, valid and binding agreement obligations of the Seller, enforceable against the Seller in accordance with its terms, except as such enforcement may be limited by general principles of equity or by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally. No consent, approval or other action by any governmental authority is required in connection with the execution, delivery and performance by the Seller of this Agreement.

Authority and Enforceability. The Seller has full power the requisite right, power, authority and authority capacity to execute, execute and deliver and perform this Agreement and to sell and deliver the transactions contemplated hereby and Shares to Buyer. This Agreement has validly been duly executed and delivered this Agreement. This Agreement constitutes by Seller and is the legal, valid and binding agreement obligation of the Seller, enforceable against Seller in accordance with its terms, except as such enforcement the same may be limited by general principles of equity or by bankruptcy, insolvency or other similar laws relating to or affecting the enforcement of creditors’ ' rights generally. No consent, approval or other action by any governmental authority is required in connection with generally and the execution, delivery and performance by the Seller effect of this Agreementgeneral principles of equity.

Authority and Enforceability. The Seller has full the requisite power and authority to execute, deliver and perform enter into this Agreement and the transactions contemplated hereby other Transaction Documents to which it is a party, and to perform its obligations hereunder and thereunder. Seller has taken all necessary action on its part to authorize the execution and delivery of this Agreement and the other Transaction Documents to which it is a party and the performance of its obligations hereunder and thereunder. This Agreement and the other Transaction Documents to which it is a party have been duly and validly executed and delivered this Agreement. This Agreement constitutes by Seller and are the legal, valid and binding agreement obligations of the Seller, enforceable against Seller in accordance with its their terms, except as such enforcement may be limited by general principles of equity or by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally. No consent, approval or other action by any governmental authority is required in connection with the execution, delivery and performance by the Seller of this Agreement.

Authority and Enforceability. The Each Seller has full power and authority, including full corporate power and authority for such Seller to execute, deliver and perform this Agreement and the transactions contemplated hereby execution, delivery and performance of this Agreement by such Seller has validly been duly authorized by all necessary corporate action on the part of such Seller. This Agreement has been duly executed and delivered this Agreement. This Agreement by each Seller and constitutes the legal, valid and legally binding agreement obligation of the Seller, each Seller enforceable in accordance with its terms, except as such enforcement may be limited by general principles of equity or by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally. No consent, approval or other action by any governmental authority is required in connection with the execution, delivery and performance by the Seller of this Agreement.

Authority and Enforceability. The Seller has full the requisite power and authority to executeenter into this Agreement, deliver and to perform this its obligations hereunder. This Agreement has been duly and the transactions contemplated hereby and has validly executed and delivered this Agreement. This Agreement constitutes by the Seller and is the legal, valid and binding agreement obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforcement may be limited by general principles of equity or by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally. No consent, approval or other action by any governmental authority is required in connection with the execution, delivery and performance by the Seller of this Agreement.

Authority and Enforceability. The Seller has full the requisite power and authority to execute, deliver and perform enter into this Agreement and the transactions contemplated hereby other Transaction Agreements to which it is a party, and to perform its obligations hereunder and thereunder. Seller has taken all necessary action on its part to authorize the execution and delivery of this Agreement and the other Transaction Agreements to which it is a party and the performance of its obligations hereunder and thereunder. This Agreement and the other Transaction Agreements to which it is a party have been duly and validly executed and delivered this Agreement. This Agreement constitutes by Seller and are the legal, valid and binding agreement obligations of the Seller, enforceable against Seller in accordance with its their terms, except as such enforcement may be limited by general principles of equity or by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally. No consent, approval or other action by any governmental authority is required in connection with the execution, delivery and performance by the Seller of this Agreement.