Common use of Authority; Due Execution Clause in Contracts

Authority; Due Execution. The Company has full corporate power and authority to enter into this Agreement and all other agreements contemplated by this Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby. Each Seller has the power to enter into this Agreement and all other agreements contemplated by this Agreement to which such Seller is a party and to consummate the transactions contemplated hereby and thereby. This Agreement has been, and the Employment Agreements (as hereinafter defined) and all other agreements contemplated by this Agreement to which the Company and each Seller is a party will be as of the Closing Date, duly executed and delivered by the Company and each Seller, and (assuming due execution and delivery by Questron) this Agreement and the Employment Agreements and all other agreements contemplated by this Agreement to which the Company and/or each Seller is a party will constitute valid and binding obligations of the Company and the Sellers, enforceable in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or similar laws affecting creditors' rights generally or by general equitable principles.

Authority; Due Execution. The Company has full corporate power and authority to enter into this Agreement and all other agreements contemplated by this Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby. Each Seller has the power to enter into this Agreement and all other agreements contemplated by this Agreement to which such Seller is a party and to consummate the transactions contemplated hereby and thereby. This Agreement has been, and the Employment Agreements (as hereinafter defined) and all other agreements contemplated by this Agreement to which the Company and for each Seller is a party will be as of the Closing Date, duly executed and delivered by the Company and each Seller, and (assuming due execution and delivery by Questron) this Agreement and the Employment Agreements and all other agreements contemplated by this Agreement to which the Company and/or and each Seller is a party will constitute valid and binding obligations of the Company and the Sellers, enforceable in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or similar laws affecting creditors' rights generally or by general equitable principles.

Authority; Due Execution. The Seller and the Company has full corporate have all requisite power and authority to enter into this Agreement and all other agreements contemplated by this Agreement each of the Transaction Documents to which it each is or will be a party party, to carry out their respective obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. Each The execution and delivery by Seller has and the power to enter into Company of this Agreement and all other agreements contemplated by this Agreement the Transaction Documents to which such each is or will be a party, the performance by Seller is a party and to consummate Company of their obligations hereunder and thereunder, and the consummation by Seller and Company of the transactions contemplated hereby and therebythereby have been duly authorized by all requisite corporate action on the part of Seller and Company. This Agreement has been, and the Employment Agreements (as hereinafter defined) and all other agreements contemplated by this Agreement to which the Company and each Seller is a party will be as of the Closing Date, been duly executed and delivered by the Company Seller and each SellerCompany, and (assuming due authorization, execution and delivery by QuestronBuyer) this Agreement constitutes (and, when executed and delivered by Seller and Company, each of the Employment Agreements and all other agreements contemplated by this Agreement Transaction Documents to which the Company and/or each Seller is they are or will be a party will constitute constitute) a legal, valid and binding obligations obligation of the Company Seller and the SellersCompany, enforceable against Seller and Company in accordance with their its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyancereorganization, moratorium, reorganization moratorium or similar laws Laws affecting creditors' ’ rights generally or and by general equitable principlesprinciples of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authority; Due Execution. The Company has full corporate power and authority to enter into this Agreement and all other agreements contemplated by this Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby. Each Seller has the power to enter into this Agreement and all other agreements contemplated by this Agreement to which such Seller is a party and to consummate the transactions contemplated hereby and thereby. This Agreement has been, and the Employment Agreements (as hereinafter defined) and all other agreements contemplated by this Agreement to which the Company and each and/or Seller is a party will be as of the Closing Date, duly executed and delivered by the Company and each Seller, and (assuming due execution and delivery by QuestronJAWS) this Agreement and the Employment Agreements and all other agreements contemplated by this Agreement to which the Company and/or each and Seller is a party will constitute valid and binding obligations of the Company and the SellersSeller, respectively, enforceable in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or similar laws affecting creditors' rights generally or by general equitable principles.,

Authority; Due Execution. The Company has full corporate power and authority to enter into this Agreement and all other agreements agreements, documents, certificates and instruments contemplated by this Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby. Each Seller has the power to enter into this Agreement and all other agreements contemplated by this Agreement to which such Seller is a party and to consummate the transactions contemplated hereby and thereby. This Agreement has been, and the Employment Agreements Agreement (as hereinafter defined) and all other agreements contemplated by this Agreement to which the Company and each Seller is are a party will be as of the Closing Date, duly executed and delivered by the Company and each Seller, and (assuming due execution and delivery by QDL and Questron) this Agreement and the Employment Agreements Agreement and all other agreements contemplated by this Agreement to which the Company and/or each and Seller is are a party will constitute valid and binding obligations of the Company and the SellersSeller, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or similar laws affecting creditors' rights generally or by general equitable principles.