Common use of Authority, Enforceability, No Violation Clause in Contracts

Authority, Enforceability, No Violation. Etc. MergerCo has all -------------------------------------------- requisite corporate power and authority to execute and deliver each of the Documents to which it is or will be a party as contemplated hereby and to perform its obligations under each such Document. The execution and delivery by MergerCo of each of the Documents to which it is a party and the performance by MergerCo of its obligations thereunder have been duly and validly authorized by all necessary action (corporate or otherwise) on the part of MergerCo. Each of the Documents to which MergerCo is a party has been, or upon its execution and delivery will be, duly and validly executed and delivered by MergerCo and is, or upon its execution and delivery will be, a valid and binding obligation of MergerCo, enforceable against it in accordance with its terms, except to the extent that such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and to general principles of equity. Neither the execution or delivery by MergerCo of any of the Documents to which it is or will be a party, nor the performance by MergerCo of its obligations thereunder, nor compliance by MergerCo with any of the provisions thereof will (i) conflict with or result in a breach of any provision of MergerCo's Charter or By-Laws, (ii) violate any material law, statute, rule or regulation or judgment, order, writ, injunction or decree of any Governmental Authority, in each case applicable to MergerCo or its assets, or (iii) conflict with or result in a default or breach of any provision of any material contract or agreement to which MergerCo is a party or by which its assets may be bound. Except as contemplated by this Agreement, no material filing with, and no material permit, authorization, consent or approval of, any Person is necessary for the consummation by MergerCo of the transactions contemplated by the Documents.

Authority, Enforceability, No Violation. Etc. MergerCo Such Stockholder has all the -------------------------------------------- requisite corporate full and absolute power and authority to execute and deliver enter into each of the Documents Document to which it is or will be a party as contemplated hereby and to perform its other obligations under each such Document. The execution and delivery by MergerCo such Stockholder of each of the Documents Document to which it is or will be a party and the performance by MergerCo such Stockholder of its obligations thereunder thereafter have been duly and validly authorized by all necessary action (corporate or otherwise) on the part of MergerCosuch Stockholder. Each of the Documents document to which MergerCo such Stockholder is or will be a party has been, or upon its execution and delivery will be, duly and validly validity executed and delivered by MergerCo such Stockholder and is, or upon its execution and delivery will be, a valid and binding obligation of MergerCosuch Stockholder, enforceable against it such Stockholder in accordance with its terms, except to the extent that such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' , rights generally and to general principles of equity. Neither the execution or delivery by MergerCo such Stockholder of any of the Documents Document to which it is or will be a party, the consummation by such Stockholder of the transactions contemplated hereby and thereby nor the performance by MergerCo such Stockholder of its obligations thereunder, nor compliance by MergerCo with any of the provisions thereof thereunder will (i) conflict with or result in a breach of any provision of MergerCosuch Stockholder's Charter or By-Laws, (ii) violate any material law, statute, rule or regulation or judgment, order, writ, injunction or decree of any Governmental Authority, in each case applicable to MergerCo such Stockholder or its assetsthe Securities owned by such Stockholder, or (iii) conflict with or result in a default or breach of any provision of any material contract or agreement to which MergerCo Stockholder is a party or by which its assets the Securities owned by such Stockholder may be boundbound and which would, have a material adverse effect on such Stockholder's ability to perform its obligations under the Documents to which such stockholder is or will be a party. Except as contemplated by this Agreement, no No material filing with, and no material permit, authorization, consent or approval of, any Person is necessary for the consummation by MergerCo the Stockholder of the transactions contemplated by the Documents.

Authority, Enforceability, No Violation. Etc. MergerCo The Buyer has all -------------------------------------------- requisite corporate power and authority to execute and deliver each of this Agreement and the Documents documents contemplated hereby to which it is or will be a party as contemplated hereby and party, to perform its obligations under this Agreement and each such Documentdocument, and to consummate the transactions contemplated hereby and thereby. The execution execution, delivery and delivery performance by MergerCo the Buyer of each of the Documents document contemplated hereby to which it is a party party, and the performance by MergerCo consummation of its obligations thereunder the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action (corporate or otherwise) on the part of MergerCothe Buyer. Each of the Documents This Agreement and each document contemplated hereby to which MergerCo the Buyer is a party has been, or upon its execution and delivery will be, duly and validly executed and delivered by MergerCo and is, or upon its execution and delivery will be, a valid and binding obligation of MergerCothe Buyer, enforceable against it in accordance with its terms, except to the extent that such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and to general principles of equityterms thereof. Neither the execution execution, delivery or delivery performance by MergerCo the Buyer of this Agreement or any of the Documents document contemplated hereby to which it is or will be a party, nor the performance consummation by MergerCo the Buyer of its obligations thereunderthe transactions contemplated hereby and thereby, nor compliance by MergerCo the Buyer with any of the provisions hereof and thereof will (i) conflict with or result in a breach of any provision of MergerCothe Buyer's Charter or By-Laws, (ii) violate conflict with any material law, PAGE statute, rule or regulation or judgment, order, writ, injunction or decree of any Governmental Authority, in each case applicable to MergerCo the Buyer or its assets, or (iii) conflict iii)conflict with or result in a default or breach of any provision of any material contract or agreement to which MergerCo the Buyer is a party or by which its assets may be bound. Except as contemplated by this Agreement, no No material filing with, and no material permit, authorization, consent or approval of, any Person is necessary for the consummation by MergerCo the Buyer of the transactions contemplated by this Agreement and the Documentsdocuments contemplated hereby.

Authority, Enforceability, No Violation. Etc. MergerCo Such Seller has all -------------------------------------------- requisite corporate the full legal right and power to sell the Securities owned of record by such Seller and authority to execute and deliver enter into each of the Transaction Documents to which it is or will be a party as contemplated hereby and party, to perform its obligations under each such Transaction Document, and to consummate the transactions contemplated by each such Transaction Document. The execution execution, delivery and delivery performance by MergerCo such Seller of each of the Transaction Documents to which it is a party and the performance by MergerCo consummation of its obligations thereunder the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action (corporate or otherwise) on the part of MergerCosuch Seller. Each of the Transaction Documents to which MergerCo such Seller is a party has been, or upon its execution been duly executed by such Seller and delivery will be, duly and validly executed and delivered by MergerCo and is, or upon its execution and delivery will be, constitutes a valid and binding obligation of MergerCosuch Seller, enforceable against it such Seller in accordance with its terms, except subject to the extent that such enforceability may be limited by laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors and the rules of law governing specific performance, reorganization, moratorium or injunctive relief and other similar laws relating to creditors' rights generally and to general principles of equityequitable remedies. Neither the execution or execution, delivery and/or performance by MergerCo each Seller of any of the Transaction Documents to which it is or will be a party, nor the performance by MergerCo consummation of its obligations thereunderthe transactions contemplated hereby and thereby, nor compliance by MergerCo such Seller with any of the provisions hereof and thereof will (i) with respect to each such Seller that is not an individual, conflict with or result in a breach of any provision of MergerCo's Charter such Seller’s Certificate of Incorporation, By- Laws or By-Lawsother governing instruments, (ii) to the knowledge of such Seller, violate any material law, statute, rule or regulation or judgmentany regulation, order, writjudgment, injunction injunction, award, or decree of any court, arbitrator or other Governmental AuthorityEntity, in each case applicable to MergerCo such Seller or its assetsthe Securities owned by such Seller, or (iii) conflict with or result in a default or breach of any provision of any material contract or other material agreement to which MergerCo such Seller is a party or by or to which it or any of its assets may be boundor properties is bound or subject or result in the creation or imposition of a Lien upon the Securities owned by such Seller. Except as contemplated No approval or consent of any Governmental Entity or of any other Person which consent has not been obtained, is required in connection with the execution and delivery by the Seller of this Agreement, no material filing with, Agreement and no material permit, authorization, consent or approval of, any Person the other Transaction Documents to which such Seller is necessary for a party and the consummation and performance by MergerCo such Seller of the transactions contemplated by the Documentshereby and thereby.