Common use of Authority; Conflicts Clause in Contracts

Authority; Conflicts. (a) Parent has all requisite power and authority to execute and deliver this Agreement and each of the Parent Ancillary Agreements and to perform its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and each Parent Ancillary Agreements by Parent have been duly authorized and do not require any further authorization or consent of Parent or its stockholders. This Agreement has been duly authorized, executed and delivered by Parent and (assuming the valid authorization, execution and delivery of this Agreement by each of the Company, AcquisitionCo and of the Representative) is a legal, valid and binding agreement of Parent enforceable in accordance with its terms, and each of the Parent Ancillary Agreements has been duly authorized by Parent and upon execution and delivery by Parent will be (assuming the valid authorization, execution and delivery by each of the other parties thereto) a legal, valid and binding obligation of Parent enforceable in accordance with its terms, in each case, subject to the General Exceptions.

Authority; Conflicts. (a) Parent has all requisite power and authority to execute execute, deliver and deliver perform this Agreement and each of the Parent Ancillary Agreements and to perform its obligations hereunder and thereunderAgreements. The execution, delivery and performance of this Agreement and each the Parent Ancillary Agreements by Parent have been duly authorized and approved by its Board of Directors and do not require any further authorization or consent of Parent or its stockholders. This Agreement has been duly authorized, executed and delivered by Parent and (assuming the valid authorization, execution and delivery of this Agreement by each of the Company, AcquisitionCo Company and of the RepresentativeAcquisition) is a the legal, valid and binding agreement obligation of Parent enforceable in accordance with its terms, and each of the Parent Ancillary Agreements has been duly authorized by Parent and upon execution and delivery by Parent will be (assuming the valid authorization, execution and delivery by each of the other parties thereto) a legal, valid and binding obligation of Parent enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by the effect of general principles of equity (regardless of whether enforcement is considered in each case, subject to the General Exceptionsa proceeding in equity or at law).

Authority; Conflicts. (a) Parent has all requisite power and authority to execute execute, deliver and deliver perform this Agreement and each of the Parent Ancillary Agreements and to perform its obligations hereunder and thereunderAgreements. The execution, delivery and performance of this Agreement and each the Parent Ancillary Agreements by Parent have been duly authorized and approved by its Board of Directors and do not require any further authorization or consent of Parent or its stockholders. This Agreement has been duly authorized, executed and delivered by Parent and (assuming the valid authorization, execution and delivery of this Agreement by the Stockholder Representative and each of the Company, AcquisitionCo and of the RepresentativeSelling Party) is a the legal, valid and binding agreement obligation of Parent enforceable in accordance with its terms, and each of the Parent Ancillary Agreements has been duly authorized by Parent and upon execution and delivery by Parent will be (assuming the valid authorization, execution and delivery by the Stockholder Representative and each of the other parties theretoSelling Party) a legal, valid and binding obligation of Parent enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by the effect of general principles of equity (regardless of whether enforcement is considered in each case, subject to the General Exceptionsa proceeding in equity or at law).

Authority; Conflicts. (a) Parent has all requisite power and authority to execute execute, deliver and deliver perform this Agreement and each of the Parent Ancillary Agreements and to perform its obligations hereunder and thereunderAgreements. The execution, delivery and performance of this Agreement and each the Parent Ancillary Agreements by Parent have been duly authorized and approved by its Board of Directors and do not require any further authorization or consent of Parent or its stockholders. This Agreement has been duly authorized, executed and delivered by Parent and (assuming the valid authorization, execution and delivery of this Agreement by each of the Company, AcquisitionCo Sub and of the Shareholder Representative) is a the legal, valid and binding agreement obligation of Parent enforceable in accordance with its terms, and each of the Parent Ancillary Agreements has been duly authorized by Parent and upon execution and delivery by Parent will be (assuming the valid authorization, execution and delivery by each of the other parties thereto) a legal, valid and binding obligation of Parent enforceable in accordance with its terms, all except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by the effect of general principles of equity (regardless of whether enforcement is considered in each case, subject to the General Exceptionsa proceeding in equity or at law).