Common use of Authority, Due Execution, Binding Obligation Clause in Contracts

Authority, Due Execution, Binding Obligation. (a) Seller has all necessary power and authority to execute and deliver this Agreement and the Related Documents to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Related Documents by Seller, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of Seller. (b) The Shareholder has full legal capacity to execute and deliver this Agreement and the Related Documents to which he is a party, to carry out his obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. (c) This Agreement has been duly executed and delivered by Seller and the Shareholder. Assuming due authorization, execution and delivery by Purchaser and Inmark of this Agreement, this Agreement constitutes a legal, valid and binding obligation of Seller and the Shareholder enforceable against Seller and the Shareholder in accordance with its terms, except as such enforcement may be subject to (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).

Authority, Due Execution, Binding Obligation. (a) Seller has all necessary power and authority to execute and deliver this Agreement and the Related Documents to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Related Documents by Seller, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of Seller. (b) The Each Shareholder has full legal capacity to execute and deliver this Agreement and the Related Documents to which he it is a party, to carry out his its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. (c) This Agreement has been duly executed and delivered by Seller and the ShareholderShareholders. Assuming due authorization, execution and delivery by Purchaser and Inmark of this Agreement, this Agreement constitutes a legal, valid and binding obligation of Seller and the each Shareholder enforceable against Seller and the each Shareholder in accordance with its terms, except as such enforcement may be subject to (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).

Authority, Due Execution, Binding Obligation. (a) Seller Purchaser has all necessary power and authority to execute and deliver this Agreement and the Related Documents to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Related Documents by SellerPurchaser, the performance by Seller Purchaser of its obligations hereunder and thereunder and the consummation by Seller Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of SellerPurchaser. (b) The Shareholder Inmark has full legal capacity all necessary power and authority to execute and deliver this Agreement and the Related Documents to which he is a partyAgreement, to carry out his its obligations hereunder and thereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Inmark, the performance by Inmark of its obligations hereunder and the consummation by Inmark of the transactions contemplated hereby and therebyhave been duly authorized by all requisite action on the part of Inmark. (c) This Agreement has been duly executed and delivered by Seller Purchaser and the ShareholderInmark. Assuming due authorization, execution and delivery by Purchaser Seller and Inmark of this Agreementthe Shareholders, this Agreement constitutes a legal, valid and binding obligation of Seller Purchaser and the Shareholder Inmark enforceable against Seller Purchaser and the Shareholder Inmark in accordance with its terms, terms except as such enforcement may be subject to (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).

Authority, Due Execution, Binding Obligation. (a) Seller Purchaser has all necessary power and authority to execute and deliver this Agreement and the Related Documents to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Related Documents by SellerPurchaser, the performance by Seller Purchaser of its obligations hereunder and thereunder and the consummation by Seller Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of SellerPurchaser. (b) The Shareholder Inmark has full legal capacity all necessary power and authority to execute and deliver this Agreement and the Related Documents to which he is a partyAgreement, to carry out his its obligations hereunder and thereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Inmark, the performance by Inmark of its obligations hereunder and the consummation by Inmark of the transactions contemplated hereby and therebyhave been duly authorized by all requisite action on the part of Inmark. (c) This Agreement has been duly executed and delivered by Seller Purchaser and the ShareholderInmark. Assuming due authorization, execution and delivery by Purchaser Seller and Inmark of this Agreementthe Shareholder, this Agreement constitutes a legal, valid and binding obligation of Seller Purchaser and the Shareholder Inmark enforceable against Seller Purchaser and the Shareholder Inmark in accordance with its terms, terms except as such enforcement may be subject to (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).