Common use of Authority; Binding Nature of Agreements Clause in Contracts

Authority; Binding Nature of Agreements. (a) Each Selling Shareholder has full right, power and authority to enter into and to perform such Selling Shareholder’s obligations under each of the Documents to which such Selling Shareholder is or may become a party. This Agreement constitutes the legal, valid and binding obligation of such Selling Shareholder, and, assuming the due authorization, execution and delivery by all other parties hereto, is enforceable against such Selling Shareholder in accordance with its terms (subject to General Enforceability Exceptions). Upon the execution of each of the other Documents to which such Selling Shareholder is a party, each such other Document constitutes the legal, valid and binding obligation of such Selling Shareholder, and assuming the due authorization, execution and delivery by all other parties thereto, constitute the valid and enforceable against such Selling Shareholder in accordance with its terms, subject to the General Enforceability Exceptions. Each Selling Shareholder has reviewed the Estimated Consideration Allocation Chart and confirms that it agrees with the calculations set forth therein as such calculations relate to the consideration to be received by such Selling Shareholder pursuant to this Agreement. Solely with respect to US residence and to the extent applicable, the spouse, if any, of such Selling Shareholder who is a resident of a community property jurisdiction has the absolute and unrestricted right, power and capacity to execute and deliver and to perform his or her obligations under the spousal consent being executed by him or her. Said spousal consent constitutes such spouse’s legal, valid and binding obligations, enforceable against him or her in accordance with its terms. (b) If such Selling Shareholder is a corporate body: (i) it is duly incorporated and validly existing under the laws of the jurisdiction of its incorporation; and (ii) all necessary actions and conditions have been taken, fulfilled and done in order to enable it to enter into, perform and comply with its obligations hereunder and those obligations are validly, and legally binding and enforceable upon it, subject to General Enforceability Exceptions.

Authority; Binding Nature of Agreements. (a) Each Selling Shareholder Seller has full right, all requisite power and authority to enter into this Agreement, the Related Agreements and the other agreements, instruments, and documents to be executed and delivered in connection herewith and therewith to which Seller is (or becomes) a party, and, subject to the approval of Seller’s stockholders in accordance with Section 6.6, to consummate the Transactions. Except as contemplated by Section 6.6, the execution and delivery of this Agreement and the Related Agreements to which Seller is a party, and the consummation of the Transactions by Seller, including the sale of the Acquired Assets, have been duly authorized by all necessary corporate action, if required, and, except as contemplated by Section 6.6, no further corporate or stockholder action is required on the part of Seller to authorize this Agreement or any Related Agreements to which Seller is a party or the Transactions or for Seller to perform such Selling Shareholder’s its obligations under each of the Documents to which such Selling Shareholder is this Agreement or may become a partyany other Related Agreements. This Agreement constitutes has been duly executed and delivered by Seller and the legal, valid other Related Agreements will be duly executed and binding obligation of such Selling Shareholderdelivered by Seller, and, assuming the due authorization, execution and delivery of this Agreement by all other parties heretoPurchaser and of the Related Agreements by the counterparties thereto, is this Agreement constitutes, and the Related Agreements when so executed and delivered will each constitute, a valid and legally binding obligation of Seller, enforceable against such Selling Shareholder it in accordance with its terms their respective terms, except as enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, and general equitable principles (subject to General whether considered in a Legal Proceeding in equity or at Law) (the “Enforceability ExceptionsException”). Upon The Stockholder Written Consent, when executed and delivered by the execution of each of the other Documents to which such Selling Shareholder is a party, each such other Document constitutes the legal, valid and binding obligation of such Selling Shareholder, and assuming the due authorization, execution and delivery by all other parties thereto, constitute the valid and enforceable against such Selling Shareholder Consenting Stockholders in accordance with its termsSection 6.6, subject shall be signed by holders of Seller Common Stock having not less than the minimum number of votes necessary to approve the General Enforceability Exceptions. Each Selling Shareholder has reviewed the Estimated Consideration Allocation Chart and confirms that it agrees with the calculations set forth therein as such calculations relate to the consideration to be received by such Selling Shareholder pursuant to this Agreement. Solely with respect to US residence and to the extent applicable, the spouse, if any, of such Selling Shareholder who is a resident of a community property jurisdiction has the absolute and unrestricted right, power and capacity to execute and deliver and to perform his or her obligations under the spousal consent being executed by him or her. Said spousal consent constitutes such spouse’s legal, valid and binding obligations, enforceable against him or her in accordance with its terms. (b) If such Selling Shareholder is a corporate body: (i) it is duly incorporated and validly existing under the laws consummation of the jurisdiction Transactions by Seller’s stockholders by written consent under applicable Law (including Section 271 of its incorporation; the Delaware General Corporation Law) and (ii) all necessary actions and conditions have been taken, fulfilled and done in order to enable it to enter into, perform and comply with its obligations hereunder and those obligations are validly, and legally binding and enforceable upon it, subject to General Enforceability ExceptionsSeller’s Organizational Documents.

Authority; Binding Nature of Agreements. (a) Each Selling Shareholder The Buyer has full the absolute and unrestricted right, power and authority to enter into and to perform such Selling Shareholder’s its obligations under each this Agreement, and the execution and delivery of this Agreement by the Buyer have been duly authorized by all necessary action on the part of the Documents Buyer. The Buyer has the absolute and unrestricted right, power and authority to enter into and perform its obligations under the other Transaction Agreements to which such Selling Shareholder it is or may become a partyparty (each, a "Buyer Agreement"), and the execution, delivery and performance of the Buyer Agreements by the Buyer have been duly authorized by all necessary action on the part of the Buyer. This Agreement constitutes the legal, valid and binding obligation of such Selling Shareholderthe Buyer, and, assuming the due authorization, execution and delivery by all other parties hereto, is enforceable against such Selling Shareholder the Buyer in accordance with its terms (subject to General terms, except as may be limited by the Enforceability Exceptions)Limitations. Upon the execution of each and delivery of the other Documents Buyer Agreements at the Closing, each Buyer Agreement will constitute the legal, valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, except as may be limited by the Enforceability Limitations. (b) The Buyer Subsidiary has the absolute and unrestricted right, power and authority to enter into and perform its obligations under this Agreement, and the execution and delivery of this Agreement by the Buyer Subsidiary have been duly authorized by all necessary action on the part of the Buyer Subsidiary. The Buyer Subsidiary has the absolute and unrestricted right, power and authority to enter into and perform its obligations under the other Transaction Agreements to which such Selling Shareholder it is a partyparty (each, each such other Document a "Buyer Subsidiary Agreement"), and the execution, delivery and performance of the Buyer Subsidiary Agreements by the Buyer Subsidiary have been duly authorized by all necessary action on the part of the Buyer Subsidiary. This Agreement constitutes the legal, valid and binding obligation of such Selling Shareholderthe Buyer Subsidiary, and assuming the due authorization, execution and delivery by all other parties thereto, constitute the valid and enforceable against such Selling Shareholder the Buyer Subsidiary in accordance with its terms, subject to except as may be limited by the General Enforceability ExceptionsLimitations. Each Selling Shareholder has reviewed Upon the Estimated Consideration Allocation Chart execution and confirms that it agrees with delivery of the calculations set forth therein as such calculations relate to Buyer Subsidiary Agreements at the consideration to be received by such Selling Shareholder pursuant to this Agreement. Solely with respect to US residence and to Closing, each Buyer Subsidiary Agreement will constitute the extent applicable, the spouse, if any, of such Selling Shareholder who is a resident of a community property jurisdiction has the absolute and unrestricted right, power and capacity to execute and deliver and to perform his or her obligations under the spousal consent being executed by him or her. Said spousal consent constitutes such spouse’s legal, valid and binding obligationsobligation of the Buyer Subsidiary, enforceable against him or her the Buyer Subsidiary in accordance with its terms, except as may be limited by the Enforceability Limitations. (b) If such Selling Shareholder is a corporate body: (i) it is duly incorporated and validly existing under the laws of the jurisdiction of its incorporation; and (ii) all necessary actions and conditions have been taken, fulfilled and done in order to enable it to enter into, perform and comply with its obligations hereunder and those obligations are validly, and legally binding and enforceable upon it, subject to General Enforceability Exceptions.

Authority; Binding Nature of Agreements. (a) Each Selling Shareholder Such Specified Individual has full the absolute and unrestricted right, power and authority capacity to enter into and to perform such Selling Shareholder’s his obligations under this Settlement Agreement and each of the Documents Related Document executed or to which such Selling Shareholder is or may become a partybe executed by him. This Settlement Agreement constitutes and the Related Documents being executed by such Specified Individual contemporaneously with the execution of this Settlement Agreement constitute the legal, valid and binding obligation obligations of such Selling ShareholderSpecified Individual, andenforceable against him in accordance with their terms, assuming subject to (i) laws of general application relating to bankruptcy, insolvency and the due authorizationrelief of debtors and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. Upon the execution and delivery of those Related Documents to be executed by such Specified Individual at or before the Closing, such Related Documents will (upon execution and delivery by all other parties hereto, is enforceable against such Selling Shareholder in accordance with its terms (subject to General Enforceability Exceptions). Upon the execution of each of the other Documents to which such Selling Shareholder is a party, each such other Document constitutes Specified Individual) constitute the legal, valid and binding obligation obligations of such Selling ShareholderSpecified Individual, and assuming the due authorization, execution and delivery by all other parties thereto, constitute the valid and will be enforceable against such Selling Shareholder him in accordance with its their terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the General Enforceability Exceptions. Each Selling Shareholder has reviewed the Estimated Consideration Allocation Chart relief of debtors and confirms that it agrees with the calculations set forth therein as such calculations relate to the consideration to be received by such Selling Shareholder pursuant to this Agreement. Solely with respect to US residence (ii) rules of law governing specific performance, injunctive relief and to the extent applicable, the spouse, if any, other equitable remedies. (b) The spouse of such Selling Shareholder who is a resident of a community property jurisdiction Specified Individual has the absolute and unrestricted right, power and capacity to execute and deliver and to perform his or her obligations under contained in the spousal consent being Spousal Consent executed by him or herher and delivered to Parent contemporaneously with the execution of this Settlement Agreement. Said spousal consent Spousal Consent constitutes such spouse’s the legal, valid and binding obligationsobligation of such spouse, enforceable against him or her in accordance with its terms. (bc) If such Selling Shareholder Such Specified Individual agrees that the “Agreement and Acknowledgment by Certain Associates” that follows the signature page to this Settlement Agreement (the “Associate Acknowledgment”) is a corporate body: (i) it an integral part of this Settlement Agreement and that he is duly incorporated and validly existing under the laws bound by all of the jurisdiction terms and provisions of its incorporation; and (ii) all necessary actions and conditions have been taken, fulfilled and done in order to enable it to enter into, perform and comply with its obligations hereunder and those obligations are validly, and legally binding and enforceable upon it, subject to General Enforceability Exceptionsthe Associate Acknowledgment.

Authority; Binding Nature of Agreements. (a) Each Selling Shareholder has full right, power and authority to enter into and to perform such Selling Shareholder’s obligations under each of the Documents to which such Selling Shareholder is or may become a party. This Agreement constitutes the legal, valid and binding obligation of such Selling Shareholder, and, assuming the due authorization, execution and delivery by all other parties hereto, is enforceable against such Selling Shareholder in accordance with its terms (subject to General Enforceability Exceptions). Upon the execution of each of the other Documents to which such Selling Shareholder is a party, each such other Document constitutes the legal, valid and binding obligation of such Selling Shareholder, and assuming the due authorization, execution and delivery by all other parties thereto, constitute the valid and enforceable against such Selling Shareholder in accordance with its terms, subject to the General Enforceability Exceptions. Each Selling Shareholder has reviewed the Estimated Consideration Allocation Chart and confirms that it agrees with the calculations set forth therein as such calculations relate to the consideration to be received by such Selling Shareholder pursuant to this Agreement. . (b) Solely with respect to US residence and to the extent applicable, the spouse, if any, of such Selling Shareholder who is a resident of a community property jurisdiction has the absolute and unrestricted right, power and capacity to execute and deliver and to perform his or her obligations under the spousal consent being executed by him or her. Said spousal consent constitutes such spouse’s legal, valid and binding obligations, enforceable against him or her in accordance with its terms. (bc) If such Selling Shareholder is a corporate body: (i) it is duly incorporated and validly existing under the laws of the jurisdiction of its incorporation; and (ii) all necessary actions and conditions have been taken, fulfilled and done in order to enable it to enter into, perform and comply with its obligations hereunder and those obligations are validly, and legally binding and enforceable upon it, subject to General Enforceability Exceptions.

Authority; Binding Nature of Agreements. (a) Each Selling Shareholder Seller has full right, all requisite power and authority to enter into this Agreement, the Collaboration Agreement, the Related Agreements, and the other agreements, instruments, and documents to be executed and delivered in connection herewith and therewith to which Seller is (or becomes) a party, and to consummate the Transactions. The execution and delivery of this Agreement and the Related Agreements to which Seller is a party, the grant of the Option and the consummation of the Transactions by Seller, including the sale of the Acquired Assets, have been duly authorized by all necessary corporate and stockholder action, if required, and no further corporate or stockholder action is required on the part of Seller to authorize this Agreement or any Related Agreements to which Seller is a party or the Transactions or for Seller to perform such Selling Shareholder’s its obligations under each of the Documents to which such Selling Shareholder is this Agreement or may become a partyany other Related Agreements. This Agreement constitutes and the legal, valid Collaboration Agreement have been duly executed and binding obligation of such Selling Shareholderdelivered by Seller and the Related Agreements will be duly executed and delivered by Seller, and, assuming the due authorization, execution and delivery of this Agreement the Collaboration Agreement by all other parties heretoPurchaser and of the Related Agreements by the counterparties thereto, is this Agreement the Collaboration Agreement constitute, and the Related Agreements when so executed and delivered will each constitute, a valid and legally binding obligation of Seller, enforceable against such Selling Shareholder it in accordance with its terms (subject their respective terms, except as enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to General Enforceability Exceptions). Upon the execution of each of the other Documents to which such Selling Shareholder is a party, each such other Document constitutes the legal, valid and binding obligation of such Selling Shareholderor affecting creditors’ rights generally, and assuming the due authorization, execution and delivery by all other parties thereto, constitute the valid and enforceable against such Selling Shareholder general equitable principles (whether considered in accordance with its terms, subject to the General Enforceability Exceptions. Each Selling Shareholder has reviewed the Estimated Consideration Allocation Chart and confirms that it agrees with the calculations set forth therein as such calculations relate to the consideration to be received by such Selling Shareholder pursuant to this Agreement. Solely with respect to US residence and to the extent applicablea Proceeding in equity or at Law) (collectively, the spouse, if any, of such Selling Shareholder who is a resident of a community property jurisdiction has the absolute and unrestricted right, power and capacity to execute and deliver and to perform his or her obligations under the spousal consent being executed by him or her. Said spousal consent constitutes such spouse’s legal, valid and binding obligations, enforceable against him or her in accordance with its terms“Enforceability Exception”). (b) If such Selling Shareholder is a corporate body: (i) it is duly incorporated and validly existing under the laws of the jurisdiction of its incorporation; and (ii) all necessary actions and conditions have been taken, fulfilled and done in order to enable it to enter into, perform and comply with its obligations hereunder and those obligations are validly, and legally binding and enforceable upon it, subject to General Enforceability Exceptions.

Authority; Binding Nature of Agreements. (a) Each Such Executing Selling Shareholder has full right, power and authority to enter into and to perform such Executing Selling Shareholder’s obligations under each of the Documents Transactional Agreements to which such Executing Selling Shareholder is or may become a party. This Agreement constitutes the legal, valid and binding obligation of such Executing Selling Shareholder, and, assuming the due authorization, execution and delivery by all other parties hereto, is enforceable against such Executing Selling Shareholder in accordance with its terms (subject to General Enforceability Exceptions)terms. Upon the execution of each of the other Documents to which such Selling Shareholder is a partyTransactional Agreements at the Closing, each of such other Document constitutes agreements will constitute the legal, valid and binding obligation of such Executing Selling ShareholderShareholder who is a party thereto, and will be, assuming the due authorization, execution and delivery by all other parties theretohereto, constitute the valid and enforceable against such Executing Selling Shareholder in accordance with its terms, subject to (a) laws of general application relating to bankruptcy, insolvency and the General Enforceability Exceptionsrelief of debtors, and (b) rules of law governing specific performance, injunctive relief and other equitable remedies. Each Such Executing Selling Shareholder has reviewed reviewed, as of the date of this Agreement the Estimated Consideration Allocation Chart Chart, and as of the Closing the Consideration Allocation Certificate to be provided by the Company, and confirms that it agrees with the calculations set forth therein as such calculations relate to the consideration to be received by such Executing Selling Shareholder pursuant to this Agreement. Solely with respect to US residence and to the extent applicable, the The spouse, if any, of such Executing Selling Shareholder who is a resident of a community property jurisdiction has the absolute and unrestricted right, power and capacity to execute and deliver and to perform his or her obligations under the spousal consent being executed by him or her. Said spousal consent constitutes such spouse’s legal, valid and binding obligations, enforceable against him or her in accordance with its terms. (b) If such any of the Executing Selling Shareholder Shareholders is a corporate bodybody corporate: (i) it is duly incorporated and validly existing under the laws of the jurisdiction country of its incorporation; and (ii) all necessary actions actions, conditions and conditions things have been taken, fulfilled and done in order to enable it to enter into, perform and comply with its obligations hereunder and those obligations are validly, and legally binding and enforceable upon it, subject to General Enforceability Exceptions.

Authority; Binding Nature of Agreements. (a) Each Such Selling Shareholder has full right, power and authority to enter into and to perform such Selling Shareholder’s obligations under each of the Documents Transactional Agreements to which such Selling Shareholder is or may become a party. This Agreement constitutes the legal, valid and binding obligation of such Selling Shareholder, and, assuming the due authorization, execution and delivery by all other parties hereto, is enforceable against such Selling Shareholder in accordance with its terms (subject to General Enforceability Exceptions)terms. Upon the execution of each of the other Documents to which such Selling Shareholder is a partyTransactional Agreements at the Closing, each of such other Document constitutes agreements will constitute the legal, valid and binding obligation of such Selling ShareholderShareholder who is a party thereto, and will be, assuming the due authorization, execution and delivery by all other parties theretohereto, constitute the valid and enforceable against such Selling Shareholder in accordance with its terms, subject to (a) laws of general application relating to bankruptcy, insolvency and the General Enforceability Exceptionsrelief of debtors, and (b) rules of law governing specific performance, injunctive relief and other equitable remedies. Each Such Selling Shareholder has reviewed reviewed, as of the date of this Agreement the Estimated Consideration Allocation Chart Certificate, and as of the Closing the Consideration Allocation Certificate to be provided by the Company, and confirms that it agrees with the calculations set forth therein as such calculations relate to the consideration to be received by such Selling Shareholder pursuant to this Agreement. Solely with respect to US residence and to the extent applicable, the The spouse, if any, of such Selling Shareholder who is a resident of a community property jurisdiction has the absolute and unrestricted right, power and capacity to execute and deliver and to perform his or her obligations under the spousal consent Spousal Consent being executed by him or her. Said spousal consent Spousal Consent constitutes such spouse’s legal, valid and binding obligations, enforceable against him or her in accordance with its terms. (b) If such any of the Selling Shareholder Shareholders is a corporate bodybody corporate: (i) it is duly incorporated and validly existing under the laws of the jurisdiction country of its incorporation; and (ii) all necessary actions actions, conditions and conditions things have been taken, fulfilled and done in order to enable it to enter into, perform and comply with its obligations hereunder and those obligations are validly, and legally binding and enforceable upon it, subject to General Enforceability Exceptions.