Common use of Authority; Execution Clause in Contracts

Authority; Execution. Seller has full power and authority to execute and deliver this Agreement and the Operative Agreements to which it is a party, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby. The execution and delivery by Seller of this Agreement and the other Operative Agreements to which it is a party, and the performance by Seller of its obligations hereunder and thereunder, have been duly and validly authorized by all requisite action of its Board of Directors and, if required, shareholders. This Agreement has been duly and validly executed and delivered by Seller and, assuming the due authorization, execution and delivery of this Agreement by the Seller, constitutes, and upon the execution and delivery by Seller of the Operative Agreements to which it is a party, such Operative Agreements, assuming the due authorization, execution and delivery of this Agreement and the Operative Agreements by Purchaser, will constitute, legal, valid and binding obligations of Seller enforceable against it in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to creditors rights and to general principles of equity.

Authority; Execution. Seller has full corporate power and authority -------------------- to execute and deliver this Agreement and the Operative Agreements to which it is a party, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery by Seller of this Agreement and the other Operative Agreements to which it is a party, and the performance by Seller of its obligations hereunder and thereunder, have been duly and validly authorized by all requisite action its board of its Board of Directors directors (and, if required, its shareholders), no other corporate action on the part of Seller or its shareholders being necessary. This Agreement has been duly and validly executed and delivered by Seller and, assuming the due authorization, execution and delivery of this Agreement by the Seller, constitutes, and upon the execution and delivery by Seller of the Operative Agreements to which it Seller is a party, such Operative Agreements, assuming the due authorization, execution and delivery of this Agreement and the Operative Agreements by Purchaser, will constitute, constitute legal, valid and binding obligations of Seller enforceable against it such party in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to creditors rights and to general principles of equity.

Authority; Execution. Each Seller has full corporate power and authority to execute and deliver this Agreement and the Operative Agreements to which it is a party, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery by each Seller of this Agreement and the other Operative Agreements to which it is a party, and the performance by each Seller of its obligations hereunder and thereunder, have been duly and validly authorized by all requisite its board of directors and its shareholders, no other corporate action on the part of such Seller or its Board of Directors and, if required, shareholdersshareholders being necessary. This Agreement has been duly and validly executed and delivered by each Seller and, assuming the due authorization, execution and delivery of this Agreement by the Seller, constitutes, and upon the execution and delivery by each Seller of the Operative Agreements to which it such Seller is a party, such Operative Agreements, assuming the due authorization, execution and delivery of this Agreement and the Operative Agreements by PurchaserParent and Purchasers, will constitute, constitute legal, valid and binding obligations of each Seller enforceable against it such Seller in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to creditors rights and to general principles of equity.

Authority; Execution. Seller Each of Seller, Shareholder and Parent has full corporate power and authority to execute and deliver this Agreement and the Operative Agreements to which it is they are a party, and to perform its their obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery by Seller each of Seller, Shareholder and Parent of this Agreement and the other Operative Agreements to which it is they are a party, and the performance by Seller each of its Seller, Shareholder and Parent of their obligations hereunder and thereunder, have been duly and validly authorized by all requisite action of its Board of Directors and, if required, shareholderscorporate action. This Agreement has been duly and validly executed and delivered by Seller and, assuming the due authorization, execution and delivery each of this Agreement by the Seller, Shareholder and Parent and constitutes, and upon the execution and delivery by Seller each of Seller, Shareholder and Parent of the Operative Agreements to which it is they are a party, such Operative Agreements, assuming the due authorization, execution and delivery of this Agreement and the Operative Agreements by Purchaser, will constitute, constitute legal, valid and binding obligations of Seller Seller, Shareholder and Parent enforceable against it them in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to creditors rights and to general principles of equity.