Common use of Authority, Approval and Enforceability Clause in Contracts

Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by Carrier, and Carrier has all requisite corporate or comparable power and legal capacity to execute and deliver this Agreement and each Ancillary Agreement, to consummate the transactions contemplated hereby and by the Ancillary Agreements, and perform its obligations hereunder and under the Ancillary Agreements. The execution and delivery of this Agreement and the Ancillary Agreements to be executed and delivered by Carrier in connection with the transactions provided for hereby and thereby, the consummation of the transactions contemplated hereby and by the Ancillary Agreements, and the performance of Carrier’s obligations hereunder and under the Ancillary Agreements have been, or in the case of the Ancillary Agreements, will be by the Closing, duly and validly authorized by all necessary corporate or comparable action on the part of Carrier. This Agreement and each Ancillary Agreement to which Carrier is (or will become) a party constitutes, or in the case of the Ancillary Agreements, will constitute by the Closing, the legal, valid and binding obligation of Carrier, enforceable against it in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, or similar laws, Legal Requirements and judicial decisions from time to time in effect which affect creditors’ rights generally.

Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by CarrierBuyer, and Carrier Buyer has all requisite corporate or comparable power and legal capacity to execute and deliver this Agreement and each Ancillary AgreementAgreement to be executed and delivered by it, to consummate the transactions contemplated hereby and by the Ancillary Agreements, and perform its obligations hereunder and under the Ancillary Agreements. The execution and delivery of this Agreement and the Ancillary Agreements to be executed and delivered by Carrier Buyer in connection with the transactions provided for hereby and thereby, the consummation of the transactions contemplated hereby and by the Ancillary Agreements, and the performance of Carrier’s their respective obligations hereunder and under the Ancillary Agreements have been, or in the case of the Ancillary Agreements, will be by the Closing, duly and validly authorized by all necessary corporate or comparable action on the part of CarrierBuyer. This Agreement and each Ancillary Agreement to which Carrier Buyer is (or will become) a party constitutes, or in the case of the Ancillary Agreements, will constitute by at the Closing, the legal, valid and binding obligation of Carrier, Buyer enforceable against it in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, or similar laws, Legal Requirements and judicial decisions from time to time in effect which affect creditors’ rights generally.

Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by CarrierSeller, and Carrier Seller has all requisite corporate or comparable power and legal capacity to execute and deliver this Agreement and each Ancillary Agreement, to consummate the transactions contemplated hereby and by the Ancillary Agreements, and perform its obligations hereunder and under the Ancillary Agreements. The execution and delivery of this Agreement and the Ancillary Agreements to be executed and delivered by Carrier Seller in connection with the transactions provided for hereby and thereby, the consummation of the transactions contemplated hereby and by the Ancillary Agreements, and the performance of CarrierSeller’s obligations hereunder and under the Ancillary Agreements have been, or in the case of the Ancillary Agreements, will be by the Closing, duly and validly authorized by all necessary corporate or comparable action on the part of CarrierSeller. This Agreement and each Ancillary Agreement to which Carrier Seller is (or will become) a party constitutes, or in the case of the Ancillary Agreements, will constitute by the Closing, the legal, valid and binding obligation of CarrierSeller, enforceable against it in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, or similar laws, Legal Requirements and judicial decisions from time to time in effect which affect creditors’ rights generally.

Authority, Approval and Enforceability. This Agreement and each Ancillary Agreement to which the Company or the Seller is a party has been duly executed and delivered by Carrierthe Company or the Seller, as applicable, and Carrier each of the Company and the Seller has all requisite corporate or comparable power and legal capacity to execute and deliver this Agreement and each all Ancillary AgreementAgreements 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 to perform its obligations hereunder and under the Ancillary Agreements. The execution execution, delivery and delivery performance of this Agreement and the Ancillary Agreements to be executed and delivered by Carrier in connection with the transactions provided for hereby and thereby, the consummation by the Company and the Seller of the transactions contemplated hereby and by the Ancillary Agreements, and the performance of Carrier’s obligations hereunder and under the Ancillary Agreements thereby have been, or in the case of the Ancillary Agreements, will be by the Closing, been duly and validly authorized and approved by all necessary corporate or comparable company action on the part of Carrierthe Company and Seller (including approval of the Company’s and Seller’s managers, members and managing members) and no other proceedings on the part of the Company or Seller is necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement and each Ancillary Agreement to which Carrier the Seller and/or the Company is (or will become) a party constitutes, or in the case of the Ancillary Agreements, upon execution and delivery will constitute by the Closingconstitute, the legal, valid and binding obligation of Carriersuch Party, enforceable against it in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, moratorium or similar laws, Legal Requirements laws and judicial decisions from time to time in effect which affect creditors’ rights generally.

Authority, Approval and Enforceability. It has all requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements executed and delivered or to be executed and delivered by it in connection with the transactions provided for hereby, to perform its covenants and obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by it of this Agreement and the Ancillary Agreements to which it is a party, the performance by it of its covenants and obligations hereunder and thereunder and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary action on its part, and no other proceedings or actions on its part are necessary to authorize the execution and delivery by it of this Agreement or the Ancillary Agreements to which it is a party, the performance by it of its covenants and obligations hereunder and thereunder or the consummation by it of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Carrier, and Carrier has all requisite corporate or comparable power and legal capacity to execute and deliver this Agreement and each Ancillary Agreement, to consummate the transactions contemplated hereby and by the Ancillary Agreements, and perform its obligations hereunder and under the Ancillary Agreements. The execution and delivery of this Agreement and the Ancillary Agreements to be executed and delivered by Carrier in connection with the transactions provided for hereby and thereby, the consummation of the transactions contemplated hereby and by the Ancillary Agreements, and the performance of Carrier’s obligations hereunder and under the Ancillary Agreements have been, or in the case of the Ancillary Agreements, will be by the Closing, duly and validly authorized by all necessary corporate or comparable action on the part of Carrierit. This Agreement and each Ancillary Agreement to which Carrier it is (or will become) a party constitutes, or in the case of the Ancillary Agreements, upon execution and delivery will constitute by the Closingconstitute, the legal, valid and binding obligation of Carrierit, enforceable against it in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, moratorium or similar laws, Legal Requirements laws and judicial decisions from time to time in effect which affect creditors’ rights generally.

Authority, Approval and Enforceability. This Agreement has been been, and the Purchase Warrants will be at the Closing, duly executed and delivered by Carrier, Buyer and Carrier Buyer has all requisite corporate or comparable power and legal capacity to execute and deliver this Agreement Agreement, the Purchase Warrants and each Ancillary Agreementall other Collateral Agreements executed and delivered or to be executed and delivered by Buyer in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby and by the Ancillary Purchase Warrants such other Collateral Agreements, and to perform its obligations hereunder and under the Ancillary Purchase Warrants and such other Collateral Agreements. The execution and delivery of this Agreement Agreement, the Purchase Warrants and such other Collateral Agreements and the Ancillary Agreements to be executed and delivered by Carrier in connection with the transactions provided for hereby and thereby, the consummation performance of the transactions contemplated hereby and by the Ancillary Agreements, and the performance of Carrier’s obligations hereunder and under the Ancillary Agreements thereby have been, or in the case of the Ancillary Agreements, will be by the Closing, been duly and validly authorized and approved by all corporate action necessary corporate or comparable action on the part behalf of CarrierBuyer. This Agreement Agreement, the Purchase Warrants and each Ancillary other Collateral Agreement to which Carrier Buyer is (or will become) a party constitutes, or in upon execution and delivery will constitute, assuming the case of the Ancillary Agreements, will constitute due execution and delivery by the Closingother party(ies) thereto, the legal, valid and binding obligation of CarrierBuyer, enforceable against it in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, or similar laws, Legal Requirements laws and judicial decisions from time to time in effect which affect creditors’ ' rights generally.

Authority, Approval and Enforceability. This The Buyer hereby represents and warrants to the Seller that this Agreement and each Ancillary Agreement to which the Buyer is a party has been duly executed and delivered by Carrier, the Buyer and Carrier the Buyer has all requisite corporate or comparable power and legal capacity to execute and deliver this Agreement and each all Ancillary AgreementAgreements 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 to perform its obligations hereunder and under the Ancillary Agreements. The execution execution, delivery and delivery performance of this Agreement and the Ancillary Agreements to be executed and delivered by Carrier in connection with the transactions provided for hereby and thereby, the consummation by the Buyer of the transactions contemplated hereby and by the Ancillary Agreements, and the performance of Carrier’s obligations hereunder and under the Ancillary Agreements thereby have been, or in the case of the Ancillary Agreements, will be by the Closing, been duly and validly authorized and approved by all necessary corporate or comparable company action on the part of Carrierthe Buyer and no other proceeding on the part of the Buyer is necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement and each Ancillary Agreement to which Carrier the Buyer is (or will become) a party constitutes, or in the case of the Ancillary Agreements, upon execution and delivery will constitute by the Closingconstitute, the legal, valid and binding obligation of Carrierthe Buyer, enforceable against it in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, moratorium or similar laws, Legal Requirements laws and judicial decisions from time to time in effect which affect creditors’ rights generally.

Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by Carrier, and Carrier has all requisite corporate or comparable power and legal capacity to execute and deliver this Agreement and each Ancillary Agreement, to consummate the transactions contemplated hereby and by the Ancillary Agreementsthereby, and to perform its obligations hereunder and under the Ancillary Agreementsthereunder. The execution and delivery of this Agreement and each of the Ancillary Agreements to be executed and delivered by Carrier in connection with the transactions provided for hereby and therebyAgreements, the consummation of the transactions contemplated hereby and by the Ancillary Agreementsthereby, and the performance of Carrier’s obligations hereunder and under the Ancillary Agreements have been, or in the case of the Ancillary Agreements, Agreements will be by the Closing, duly and validly authorized by all necessary corporate or comparable action on the part of Carrier. This Agreement and each Ancillary Agreement to which Carrier is (or will become) a party constitutes, or in the case of the Ancillary Agreements, Agreements will constitute by at the Closing, the legal, valid and binding obligation of Carrier, enforceable against it in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, or similar laws, Legal Requirements and judicial decisions from time to time in effect which affect creditors’ rights generally.

Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by Carrierthe Company and the Stockholders, and Carrier each of the Stockholders and the Company has all requisite corporate or comparable power and legal capacity to execute and deliver this Agreement and each Ancillary Agreementall Collateral Agreements (to the extent a party thereto) 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 AgreementsCollateral Agreements (to the extent a party thereto), and to perform its and his obligations hereunder and under the Ancillary AgreementsCollateral Agreements (to the extent a party thereto). The execution execution, delivery and delivery performance of this Agreement and the Ancillary Agreements to be executed and delivered consummation by Carrier in connection with the transactions provided for hereby and thereby, the consummation Company of the transactions contemplated hereby and by the Ancillary Agreements, and the performance of Carrier’s obligations hereunder and under the Ancillary Agreements have been, or in the case of the Ancillary Agreements, will be by the Closing, been duly and validly authorized by all necessary corporate or comparable action on the part of Carrierthe Company (including approval of the Company's Board of Directors) and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement and each Ancillary Collateral Agreement to which Carrier any of the Stockholders and/or the Company is (or will become) a party constitutes, or in upon execution and delivery will constitute, assuming the case of the Ancillary Agreements, will constitute due execution and delivery by the ClosingBuyer, the legal, valid and binding obligation of Carriersuch party, enforceable against it in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, or similar laws, Legal Requirements laws and judicial decisions from time to time in effect which affect creditors’ ' rights generally.

Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by CarrierAdjoined, and Carrier Adjoined has all requisite corporate or comparable power and legal capacity to execute and deliver this Agreement and each Ancillary Agreementall 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 the Ancillary Collateral Agreements, and to perform its obligations hereunder and under the Ancillary Collateral Agreements. The execution and delivery of this Agreement and the Ancillary Agreements to be executed and delivered by Carrier in connection with the transactions provided for hereby and thereby, the consummation of the transactions contemplated hereby and by the Ancillary Agreements, and the performance of Carrier’s obligations hereunder and under the Ancillary Agreements have been, or in the case of the Ancillary Agreements, will be by the Closing, duly and validly authorized by all necessary corporate or comparable action on the part of Carrier. This Agreement and each Ancillary Collateral Agreement to which Carrier Adjoined is (or will become) a party constitutes, or in the case of the Ancillary Agreements, upon execution and delivery will constitute by the Closingconstitute, the legal, valid and binding obligation of CarrierAdjoined, enforceable against it in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, or similar laws, Legal Requirements laws and judicial decisions from time to time in effect which affect creditors’ rights generally. The execution, delivery and performance of this Agreement and the consummation by Adjoined of the Merger and the other transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Adjoined (including approval of Adjoined’s board of directors and stockholders) and, except for the notice required by Section 228 of the Corporation Law, no other corporate proceedings on the part of Adjoined are necessary to authorize this Agreement or to consummate the Merger or other transactions contemplated hereby.

Authority, Approval and Enforceability. This Agreement (a) Each of the Buyer and the Buyer Sub has been duly executed and delivered by Carrier, and Carrier has all requisite the necessary corporate or comparable power and legal capacity authority to execute and deliver enter into this Agreement and each Ancillary AgreementCollateral Agreement to which it is a party and, subject to the filing of the Certificate of Merger as required by Delaware Law, to consummate the transactions contemplated hereby Merger and by the Ancillary Agreements, and perform to otherwise carry out its obligations hereunder and under the Ancillary Collateral Agreements. The execution and delivery of this Agreement and the Ancillary Collateral Agreements to be executed which the Buyer and delivered by Carrier in connection with the transactions provided for hereby Buyer Sub is a party and thereby, the consummation of the Merger and the other transactions contemplated hereby and by the Ancillary Agreements, and the performance of Carrier’s obligations hereunder and under the Ancillary Agreements have been, or in the case of the Ancillary Agreements, will be by the Closing, been duly and validly authorized by all necessary corporate or comparable action on the part of Carrier. the Buyer and Buyer Sub and no other proceedings on the part of the Buyer or Buyer Sub are necessary to authorize this Agreement and each such Collateral Agreement or to consummate the Merger and the other transactions contemplated hereby and thereby. (b) This Agreement and each Ancillary Collateral Agreement to which Carrier the Buyer and the Buyer Sub is (or will become) a party has been, or upon execution and delivery will be, duly executed and delivered by the Buyer and Buyer Sub and constitutes, or in the case of the Ancillary Agreements, upon execution and delivery will constitute by the Closingconstitute, the legal, valid and binding obligation of Carrierthe Buyer and Buyer Sub, enforceable against it in accordance with its their respective terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, moratorium or other similar laws, Legal Requirements laws and judicial decisions from time to time in effect which affect creditors’ rights generally.

Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by Carriereach of Roadrunner and Acquisition Sub, and Carrier each of Roadrunner and Acquisition Sub has all requisite corporate or comparable power and legal capacity authority to execute and deliver this Agreement and each Ancillary Agreementall 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 the Ancillary Collateral Agreements, and to perform its obligations hereunder and under the Ancillary Collateral Agreements. The execution execution, delivery and delivery performance of this Agreement and the Ancillary Agreements to be executed consummation by Roadrunner and delivered by Carrier in connection with the transactions provided for hereby and thereby, the consummation Acquisition Sub of the Merger and of the other transactions contemplated hereby and by the Ancillary Agreements, and the performance of Carrier’s obligations hereunder and under the Ancillary Agreements have been, or in the case of the Ancillary Agreements, will be by the Closing, been duly and validly authorized by all necessary corporate or comparable action on the part of CarrierRoadrunner and Acquisition Sub (including approval of Acquisition Sub’s Board of Directors and sole stockholder) and no other corporate proceedings on the part of Roadrunner or Acquisition Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement and each Ancillary Collateral Agreement to which Carrier Roadrunner or Acquisition Sub is (or will become) a party constitutes, or in the case of the Ancillary Agreements, upon execution and delivery will constitute by the Closingconstitute, the legal, valid and binding obligation of Carriersuch party, enforceable against it in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, or similar laws, Legal Requirements laws and judicial decisions from time to time in effect which affect creditors’ rights generally.