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 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 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 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.