Common use of Authority; Binding Obligation Clause in Contracts

Authority; Binding Obligation. The execution and delivery by the Company of this Merger Agreement, the execution and delivery by the Company and the Subsidiaries of all other Documents contemplated hereby, and the consummation by the Company and the Subsidiaries of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company or the Subsidiaries are necessary to authorize this Merger Agreement and the other Documents contemplated hereby, or to consummate the transactions contemplated hereby and thereby, other than the approval and adoption of this Merger Agreement by the holders of a majority of the outstanding shares of Company Common Stock in accordance with Michigan Law and the Company's certificate of incorporation and bylaws. This Merger Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except as such enforceability may be subject to the effects of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting creditors' rights generally and subject to the effects of general equitable principles (whether considered in a proceeding in equity or at law).

Authority; Binding Obligation. The execution and delivery by the Company of this Merger Agreement, the execution and delivery by the Company and the Subsidiaries of all other Documents contemplated hereby, and the consummation by the Company and the Subsidiaries of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company or the Subsidiaries are necessary to authorize this Merger Agreement and the other Documents contemplated hereby, or to consummate the transactions contemplated hereby and thereby, other than the approval and adoption of this Merger Agreement by the holders of a majority of the outstanding shares of Company Common Stock in accordance with Michigan Delaware Law and the Company's certificate of incorporation and bylaws. This Merger Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except as such enforceability may be subject to the effects of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting creditors' rights generally and subject to the effects of general equitable principles (whether considered in a proceeding in equity or at law).

Authority; Binding Obligation. The execution and delivery by the Company of this Merger Agreement, the execution and delivery by the Company and the Subsidiaries of all other Documents Agreements, documents, certificates or other instruments contemplated hereby, and the consummation by the Company and the Subsidiaries of the transactions contemplated hereby and thereby thereby, have been duly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company or the Subsidiaries are necessary to authorize this Merger Agreement and the other Documents Agreements, documents, certificates or other instruments contemplated hereby, or to consummate the transactions contemplated hereby and thereby, other than the approval and adoption of this Merger Agreement by the holders of a majority of the outstanding shares of Company Common Stock in accordance with Michigan Maryland Law and the Company's certificate articles of incorporation and bylaws. This Merger Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except as such enforceability may be subject to the effects of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting creditors' rights generally and subject to the effects of general equitable principles (whether considered in a proceeding in equity or at law).

Authority; Binding Obligation. Each of Parent and Merger Sub has the full and unrestricted corporate power and authority to execute and deliver this Agreement and to carry out the transactions contemplated hereby. The execution and delivery by the Company Parent and Merger Sub of this Merger Agreement, the execution Agreement and delivery by the Company and the Subsidiaries of all other Documents Agreements, documents, certificates or other instruments contemplated hereby, and the consummation by the Company Parent and the Subsidiaries Merger Sub of the transactions contemplated hereby and thereby thereby, have been duly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company Parent or the Subsidiaries Merger Sub are necessary to authorize this Merger Agreement and the other Documents Agreements, documents, certificates or other instruments contemplated hereby, or to consummate the transactions contemplated hereby and thereby, other than the approval and adoption of this Merger Agreement by the holders of a majority of the outstanding shares of Company Common Stock in accordance with Michigan Law and the Company's certificate of incorporation and bylaws. This Merger Agreement has been duly executed and delivered by the Company Parent and Merger Sub and constitutes a legal, valid and binding obligation of the CompanyParent and Merger Sub, enforceable in accordance with its terms, except as such enforceability may be subject to the effects effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting creditors' ’ rights generally and subject to the effects effect of general equitable principles (whether considered in a proceeding in equity or at law).

Authority; Binding Obligation. Acquiror has the full and unrestricted corporate power and authority to execute and deliver this Purchase Agreement and to carry out the transactions contemplated hereby. The execution and delivery by the Company Acquiror of this Merger Agreement, the execution Purchase Agreement and delivery by the Company and the Subsidiaries of all other Documents Agreements, documents, certificates or other instruments contemplated hereby, and the consummation by the Company and the Subsidiaries Acquiror of the transactions contemplated hereby and thereby thereby, have been duly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company or the Subsidiaries Acquiror are necessary to authorize this Merger Purchase Agreement and the other Documents Agreements, documents, certificates or other instruments contemplated hereby, or to consummate the transactions contemplated hereby and thereby, other than the approval and adoption of this Merger Agreement by the holders of a majority of the outstanding shares of Company Common Stock in accordance with Michigan Law and the Company's certificate of incorporation and bylaws. This Merger Purchase Agreement has been duly executed and delivered by the Company Acquiror and constitutes a legal, valid and binding obligation of the CompanyAcquiror, enforceable in accordance with its terms, except as such enforceability may be subject to the effects effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting creditors' rights generally and subject to the effects effect of general equitable principles (whether considered in a proceeding in equity or at law).