Common use of Authority, Approval and Enforceability Clause in Contracts

Authority, Approval and Enforceability. (a) This Agreement has been duly executed and delivered by the Company and each Seller, and the Company and each Seller has the power, authority and capacity to enter into, deliver, and perform each of its obligations under this Agreement, the Collateral Agreements and each of the agreements, certificates and documents required to be delivered by such Seller or the Company pursuant to the terms hereto or thereto. (b) The execution and delivery of this Agreement and the Collateral Agreements to which the Company or any Seller is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized and approved by all necessary corporate action on the part of the Company and each Seller, and no other proceedings on the part of any Seller or the Company are necessary to authorize this Agreement or to consummate the Transactions. (c) This Agreement and each Collateral Agreement to which the Company or each Seller is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of such party, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium or similar Legal Requirements and judicial decisions from time to time in effect which affect creditors’ rights generally, including the enforceability of creditors’ rights generally, and general equitable principles.

Authority, Approval and Enforceability. (a) This Agreement and each Ancillary Agreement to which the Buyer is a party has been duly executed and delivered by the Company Buyer and each Sellerthe Buyer has all requisite corporate power to execute and deliver this Agreement and all Ancillary Agreements executed and delivered or to be executed and delivered by the Buyer in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby and by the Ancillary Agreements, and the Company and each Seller has the power, authority and capacity to enter into, deliver, and perform each of its obligations hereunder and under this Agreementthe Ancillary Agreements. The execution, the Collateral Agreements delivery and each of the agreements, certificates and documents required to be delivered by such Seller or the Company pursuant to the terms hereto or thereto. (b) The execution and delivery performance of this Agreement and the Collateral Ancillary Agreements to which the Company or any Seller is a party, and the consummation by the Buyer of the transactions contemplated hereby and thereby, thereby have been duly and validly authorized and approved by all necessary corporate company action on the part of the Company and each Seller, Buyer and no other proceedings proceeding on the part of any Seller or the Company are Buyer is necessary to authorize this Agreement or to consummate the Transactions. (c) transactions contemplated hereby. This Agreement and each Collateral Ancillary Agreement to which the Company or each Seller Buyer is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of such partythe Buyer, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium or similar Legal Requirements laws and judicial decisions from time to time in effect which affect creditors’ rights generally, including the enforceability of creditors’ rights generally, and general equitable principles.

Authority, Approval and Enforceability. (a) This Agreement and each Ancillary Agreement to which the Company is a party has been duly executed and delivered by the Company and each Sellerthe Company has all requisite power to execute and deliver this Agreement and all Ancillary Agreements executed and delivered or to be executed and delivered in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby and by the Ancillary Agreements, and the Company and each Seller has the power, authority and capacity to enter into, deliver, and perform each of its obligations hereunder and under this Agreementthe Ancillary Agreements. The execution, the Collateral Agreements delivery and each of the agreements, certificates and documents required to be delivered by such Seller or the Company pursuant to the terms hereto or thereto. (b) The execution and delivery performance of this Agreement and the Collateral Ancillary Agreements to which the Company or any Seller is a party, and the consummation by the Company of the transactions contemplated hereby and thereby, thereby have been duly and validly authorized and approved by all necessary corporate action on the part of the Company and each Seller, (including approval of the Company’s board of directors) and no other proceedings on the part of any Seller or the Company are necessary to authorize this Agreement or to consummate the Transactions. (c) transactions contemplated hereby. This Agreement and each Collateral Ancillary Agreement to which the Company or each Seller is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of such partythe Company, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium or similar Legal Requirements laws and judicial decisions from time to time in effect which affect creditors’ rights generally, including the enforceability of creditors’ rights generally, and general equitable principles.

Authority, Approval and Enforceability. (a) This Agreement has been duly executed and delivered by GenuTec, Merger Sub and SALLC (collectively, the Company “GenuTec Group”) and each Sellerhas all requisite corporate power and legal capacity to execute and deliver this Agreement and all Exhibits executed and delivered or to be executed and delivered by GenuTec in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby and by the Exhibits, and the Company and each Seller has the power, authority and capacity to enter into, deliver, and perform each of its obligations hereunder and under this Agreement, the Collateral Agreements and each of the agreements, certificates and documents required to be delivered by such Seller or the Company pursuant to the terms hereto or thereto. (b) Exhibits. The execution and delivery of this Agreement and the Collateral Agreements to which the Company or any Seller is a party, Exhibits and the consummation performance of the transactions contemplated hereby and thereby, have been thereby will be duly and validly authorized and approved by all corporate and other action necessary corporate action on the part behalf of the Company and each Seller, and no other proceedings on the part of any Seller or the Company are necessary to authorize this Agreement or to consummate the Transactions. (c) GenuTec Group. This Agreement and each Collateral Exhibit Agreement to which the Company GenuTec Group or each Seller any member thereof is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of such partythe applicable member of the GenuTec Group, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium moratorium, or similar Legal Requirements laws and judicial decisions from time to time in effect which affect creditors’ rights generally, including the enforceability of creditors’ rights generally, and general equitable principles.

Authority, Approval and Enforceability. (a) This Agreement has been duly executed and delivered by the Company Buyer and each Seller, and the Company and each Seller Buyer has the power, authority all requisite corporate power and capacity to enter intoexecute and deliver this Agreement and all Collateral Agreements executed and delivered or to be executed and delivered by Buyer in connection with the transactions provided for hereby, deliverto consummate the transactions contemplated hereby and by the Collateral Agreements, and to perform each of its obligations hereunder and under this Agreement, the Collateral Agreements Agreements. The execution, delivery and each of the agreements, certificates and documents required to be delivered by such Seller or the Company pursuant to the terms hereto or thereto. (b) The execution and delivery performance of this Agreement and the Collateral Agreements to which the Company or any Seller is a party, and the consummation by Buyer of the transactions contemplated hereby and thereby, thereby have been duly and validly authorized and approved by all necessary corporate action on the part of the Company and each SellerBuyer, and no other corporate proceedings on the part of any Seller or the Company Buyer are necessary to authorize this Agreement or to consummate the Transactions. (c) This transactions contemplated hereby. Assuming the due authorization, execution and delivery by the other parties hereto or thereto, this Agreement and each Collateral Agreement to which the Company or each Seller Buyer is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of such partyBuyer, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium or similar Legal Requirements laws and judicial decisions from time to time in effect which affect creditors’ rights generally, including the enforceability of creditors’ rights generally, and general equitable principles.

Authority, Approval and Enforceability. (a) This Agreement has been duly executed and delivered by the Company and each Sellerthe Members, and the Company and each Seller has the power, authority and capacity to enter into, deliver, and perform each of its obligations under this Agreement, the Collateral Agreements and each of the agreements, certificates Members and documents required the Company has all requisite power and legal capacity to execute and deliver this Agreement and all Collateral Agreements executed and delivered or to be executed and delivered in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby and by such Seller or the Company pursuant Collateral Agreements, and to perform its, his, and her obligations hereunder and under the terms hereto or thereto. (b) Collateral Agreements. The execution execution, delivery, and delivery performance of this Agreement and the Collateral Agreements to which the Company or any Seller is a party, and the consummation by each of the Company and the Members of the transactions contemplated hereby and thereby, thereby have been duly and validly authorized and approved by all necessary corporate action on the part of the Company and each SellerCompany, and no other proceedings on the part of any Seller the Company or the Company Members are necessary to authorize this Agreement or to ot consummate the Transactions. (c) transactions contemplated hereby. This Agreement and each Collateral Agreement to which any of the Members and/or the Company or each Seller is a party constitutes, or upon execution and delivery will constitute, the legal, valid valid, and binding obligation of such party, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium moratorium, or similar Legal Requirements laws and judicial decisions from time to time in effect which affect creditors’ rights generally, including the enforceability of creditors’ rights generally, and general equitable principles.

Authority, Approval and Enforceability. (a) This Agreement has been duly executed and delivered by the Company and each SellerCompany, and the Company has all requisite power and each Seller has the power, authority and legal capacity to enter intoexecute and deliver this Agreement and all Collateral Agreements executed and delivered or to be executed and delivered in connection with the transactions provided for hereby, deliverto consummate the transactions contemplated hereby and by the Collateral Agreements, and to perform each of its obligations hereunder and under this Agreement, the Collateral Agreements Agreements. The execution, delivery and each of the agreements, certificates and documents required to be delivered by such Seller or the Company pursuant to the terms hereto or thereto. (b) The execution and delivery performance of this Agreement and the Collateral Agreements to which consummation by the Company or any Seller is a party, and the consummation of the Merger and of the other transactions contemplated hereby and thereby, have been duly and validly authorized and approved by all necessary corporate action on the part of the Company (including approval of the Company's Board of Directors and each Seller, shareholders) and no other corporate proceedings on the part of any Seller or the Company are necessary to authorize this Agreement or to consummate the Transactions. (c) transactions contemplated hereby. This Agreement and each Collateral Agreement to which the Company or each Seller is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of such party, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium moratorium, or similar Legal Requirements laws and judicial decisions from time to time in effect which affect effect creditors’ ' rights generally, including the enforceability of creditors’ rights generally, and general equitable principles.

Authority, Approval and Enforceability. (a) This Agreement has been duly executed and delivered by the Company and each Sellerthe Shareholders, and the Company and each Seller has the power, authority and capacity to enter into, deliver, and perform each of its obligations under this Agreement, the Collateral Agreements and each of the agreements, certificates Shareholders and documents required the Company has all requisite power and legal capacity to execute and deliver this Agreement and all Collateral Agreements executed and delivered or to be executed and delivered in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby and by such Seller or the Company pursuant Collateral Agreements, and to perform its and his obligations hereunder and under the terms hereto or thereto. (b) Collateral Agreements. The execution execution, delivery and delivery performance of this Agreement and the Collateral Agreements to which consummation by the Company or any Seller is a party, and the consummation of the Merger and of the other transactions contemplated hereby and thereby, have been duly and validly authorized and approved by all necessary corporate action on the part of the Company (including approval of the Company’s Board of Directors and each Seller, the Shareholders) and no other corporate proceedings on the part of any Seller or the Company are necessary to authorize this Agreement or to consummate the Transactions. (c) transactions contemplated hereby. This Agreement and each Collateral Agreement to which any of the Shareholders and/or the Company or each Seller is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of such party, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium moratorium, or similar Legal Requirements laws and judicial decisions from time to time in effect which affect creditors’ rights generally, including the enforceability of creditors’ rights generally, and general equitable principles.