Common use of Authority; Capacity Clause in Contracts

Authority; Capacity. Each of iGambit, the Signing Stockholder and Merger Sub has all necessary power and authority to execute and deliver this Agreement and the other Transaction Documents, to perform its or his obligations hereunder, and to consummate the Merger. The execution and delivery of this Agreement and the other Transaction Documents and the consummation by iGambit and Merger Sub of the Merger have been, or will be as of the Closing Date, duly and validly authorized by all requisite actions and no other corporate or other proceedings on the part of iGambit or Merger Sub are necessary to authorize this Agreement or to consummate the Merger. This Agreement, the Transaction Documents and the consummation of the Merger have been, or will be as of the Closing Date, approved by iGambit’s directors and Merger Sub’s directors and stockholders. This Agreement has been and, at Closing, the other Transaction Documents will be, duly and validly executed and delivered by iGambit, the Signing Stockholder and Merger Sub. This Agreement constitutes and, at Closing, together with the other Transaction Documents, will constitute the legal, valid and binding obligation of iGambit, the Signing Stockholder and Merger Sub, enforceable against iGambit, the Signing Stockholder and Merger Sub in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles related to or limiting creditors’ rights generally and by the availability of equitable remedies and defenses.

Authority; Capacity. Each of iGambit, the Signing Stockholder Seller and Merger Sub Shareholder has all necessary power and authority to execute and deliver this Agreement and the other Transaction Documents, to perform its or his obligations hereunder, and to consummate the MergerTransaction contemplated hereby. The execution and delivery of this Agreement and the other Transaction Documents and the consummation by iGambit Seller and Merger Sub Shareholder of the Merger Transaction contemplated hereby have been, or will be as of the Closing Date, duly and validly authorized by all requisite actions and no other corporate or other proceedings on the part of iGambit Seller or Merger Sub Shareholder are necessary to authorize this Agreement or to consummate the MergerTransaction contemplated hereby. This Agreement, the Transaction Documents and the consummation of the Merger Transaction contemplated hereby have been, or will be as of the Closing Date, approved by iGambitSeller’s directors directors, and Merger SubShareholder’s directors and stockholdersdirectors. This Agreement has been been, and, at Closing, the other Transaction Documents will be, duly and validly executed and delivered by iGambit, the Signing Stockholder Seller and Merger SubShareholder. This Agreement constitutes and, at Closing, together with the other Transaction Documents, will constitute the legal, valid and binding obligation of iGambit, the Signing Stockholder Seller and Merger SubShareholder, enforceable against iGambit, the Signing Stockholder Seller and Merger Sub Shareholder in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles related to or limiting creditors’ rights generally and by the availability of equitable remedies and defenses.

Authority; Capacity. Each of iGambit, Purchaser has the Signing Stockholder and Merger Sub has all necessary power and authority to execute enter into and deliver perform its obligations under this PR Purchase Agreement and the any other Transaction Documents, to perform its or his obligations hereunder, documents and to consummate the Mergerinstruments executed by it pursuant hereto. The execution and delivery by Purchaser of this PR Purchase Agreement and any other documents or instruments executed pursuant hereto to which Purchaser is or, as of the other Transaction Documents PR Closing, will be a party, the performance by Purchaser of its obligations hereunder and thereunder and the consummation by iGambit and Merger Sub of the Merger transactions contemplated hereby and thereby have been, or will be as of the Closing Date, been duly and validly authorized by all requisite actions necessary corporate action of Purchaser prior to the date of this PR Purchase Agreement, and no other corporate further approvals or other proceedings on authorizations are required of Purchaser or any of Purchaser’s Affiliates in connection with the part of iGambit or Merger Sub are necessary to authorize this Agreement or to consummate the Mergerforegoing. This AgreementPR Purchase Agreement has been duly executed and delivered by Purchaser and is a valid and legally binding obligation of Purchaser, the Transaction Documents and the consummation other documents and instruments executed pursuant hereto to which Purchaser is or as of the Merger PR Closing will be a party have been, or will be as of at the PR Closing Date, approved by iGambit’s directors and Merger Sub’s directors and stockholders. This Agreement has been and, at Closing, the other Transaction Documents will be, duly and validly executed and delivered by iGambitPurchaser and assuming due authorization, the Signing Stockholder execution, and Merger Sub. This delivery of this PR Purchase Agreement constitutes and, at Closing, together with and the other Transaction Documentsdocuments and instruments executed pursuant hereto by the other parties hereto and thereto, constitute, or at the PR Closing will constitute the legalconstitute, valid and binding obligation agreements of iGambit, the Signing Stockholder and Merger SubPurchaser, enforceable against iGambit, the Signing Stockholder and Merger Sub Purchaser in accordance with its terms, their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent transfer and other similar laws and equitable principles related of general applicability relating to or limiting affecting creditors’ rights generally and or by the availability of general equitable remedies and defensesprinciples).

Authority; Capacity. Each of iGambit, the Signing Stockholder and Merger Sub SteriLogic has all requisite corporate power and authority to own its property, to conduct its business, and to execute and deliver this Agreement and any instruments and agreements contemplated herein that are required to be executed and delivered by SteriLogic pursuant to its obligations under this Agreement, and to perform its obligations hereunder and thereunder. This Agreement has been approved by SteriLogic's Board of Directors and shareholders in accordance with applicable law and has been duly authorized, executed, and delivered by SteriLogic. No other corporate act or proceeding on the part of SteriLogic is necessary to authorize this Agreement or the transactions contemplated hereby. This Agreement represents a valid and binding obligation of SteriLogic, enforceable against SteriLogic in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting the enforcement of creditors' rights generally and the application of general principles of equity and judicial discretion. Attached hereto as Schedule 2.02 are copies of the resolutions of SteriLogic's Board of Directors and shareholders, respectively, certified as true and correct by SteriLogic's Secretary, approving this Agreement and authorizing the execution hereof by SteriLogic's President. Each Shareholder that is an individual has full capacity to execute and deliver this Agreement and any instruments and agreements contemplated herein that are required to be executed and delivered by such Shareholder pursuant to his or her obligations under this Agreement, and to perform his or her obligations hereunder and thereunder. Each Shareholder that is a corporation, limited liability company, partnership, trust or other form of entity has all requisite power and authority to execute and deliver this Agreement and the other Transaction Documentsany instruments and agreements contemplated herein that are required to be executed and delivered by such Shareholder pursuant to its obligations under this Agreement, and to perform its obligations hereunder and thereunder. With respect to each Shareholder that is a corporation, limited liability company, partnership, trust or his obligations hereunderother form of entity, this Agreement has been approved by such Shareholder's Board of Directors and shareholders, or corresponding governing bodies, in accordance with applicable law and has been duly authorized, executed, and to consummate the Merger. The execution and delivery of this Agreement and the other Transaction Documents and the consummation delivered by iGambit and Merger Sub of the Merger have beensuch Shareholder, or will be as of the Closing Date, duly and validly authorized by all requisite actions and no other corporate act or other proceedings proceeding on the part of iGambit or Merger Sub are such Shareholder is necessary to authorize this Agreement or to consummate the Merger. This Agreement, the Transaction Documents and the consummation of the Merger have been, or will be as of the Closing Date, approved by iGambit’s directors and Merger Sub’s directors and stockholderstransactions contemplated hereby. This Agreement has been and, at Closing, the other Transaction Documents will be, duly and validly executed and delivered by iGambit, the Signing Stockholder and Merger Sub. This Agreement constitutes and, at Closing, together with the other Transaction Documents, will constitute the legal, represents a valid and binding obligation of iGambit, the Signing Stockholder and Merger Subeach Shareholder, enforceable against iGambit, the Signing Stockholder and Merger Sub each such Shareholder in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, and other similar laws and equitable principles related to or limiting affecting the enforcement of creditors’ ' rights generally and by the availability application of equitable remedies general principles of equity and defensesjudicial discretion.