Common use of Authority for Agreement Clause in Contracts

Authority for Agreement. The Company has full power, authority and legal right to enter into and perform its obligations under this Agreement and the other documents contemplated hereby to which the Company is or will be a party and to consummate the transactions contemplated hereby and thereby. The board of directors of the Company and the stockholders of the Company have unanimously approved the Stock Purchase, this Agreement and the other documents contemplated hereby and the transactions contemplated hereby and thereby and authorized the execution, delivery and performance of this Agreement and the other documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby. No other corporate proceedings on the part of the Company or any shareholder of the Company are, or will be, necessary to approve and authorize the execution, delivery and performance of this Agreement and the other documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby. This Agreement and the other documents contemplated hereby have been duly executed and delivered by the Company and are legal, valid and binding obligations of the Company, enforceable against it in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general. As of the date hereof, the holders of the Company Common Stock that are parties to this Agreement and the other Persons listed on Schedule 3.4(a) own (beneficially and of record) and have the right to vote, in the aggregate, 100% of the total issued and outstanding Company Common Stock.

Authority for Agreement. The Company Each of the Buyer and the Merger Subs has full power, authority and legal right to enter into and perform its obligations under this Agreement and the other documents contemplated hereby to which the Company it is or will be a party and to consummate the transactions contemplated hereby and thereby. The board of directors Each of the Company Buyer and the stockholders of the Company have unanimously Merger Subs has duly approved the Stock Purchase, and authorized this Agreement and the other documents contemplated hereby and the transactions contemplated hereby and thereby and has authorized the execution, delivery and performance of this Agreement and the other documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby. No other corporate proceedings or actions on the part of the Company Buyer or any shareholder of the Company are, or will be, Merger Subs are necessary to approve and authorize the execution, delivery and performance of this Agreement and the other documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby. This Agreement and the other documents contemplated hereby to which the Buyer or the Merger Subs are a party have been duly executed and delivered by the Company Buyer and the Merger Subs, as applicable, and are legal, valid and binding obligations of the CompanyBuyer and the Merger Subs, as applicable, enforceable against it the Buyer and the Merger Subs, as applicable, in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general. As of the date hereof, the holders of the Company Common Stock that are parties to this Agreement and the other Persons listed on Schedule 3.4(a) own (beneficially and of record) and have the right to vote, in the aggregate, 100% of the total issued and outstanding Company Common Stock.

Authority for Agreement. The Company Such Seller (i) if a limited partnership, has full powerthe requisite limited partnership power and authority to execute and deliver this Agreement and each of the Transaction Documents, authority as applicable to such Seller and legal right to enter into and perform its obligations under hereunder and thereunder, (ii) if a corporation, has the full corporate power and authority to execute and deliver this Agreement and each of the other documents contemplated hereby Transaction Documents, as applicable to which the Company is or will be a party such Seller and to consummate perform its obligations hereunder and thereunder, and (iii) if an individual, has the transactions contemplated hereby requisite legal capacity to execute and thereby. The board of directors deliver this Agreement and each of the Company Transaction Documents, as applicable to such Seller and the stockholders of the Company have unanimously to perform its obligations hereunder and thereunder. Such Seller has approved the Stock Purchase, this Agreement and the other documents contemplated hereby and the transactions contemplated hereby and thereby and has authorized the execution, delivery and performance of this Agreement and the other documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby. No other corporate proceedings on the part of such Seller, whether by the Company members, partners, shareholders, managers or any shareholder of the Company areotherwise, or will be, are necessary to approve and authorize the execution, delivery and performance of this Agreement and the other documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby. This Agreement and the other documents contemplated hereby to which such Seller is a party have been duly executed and delivered by the Company such Seller and are legal, valid and binding obligations of the Companysuch Seller, enforceable against it such Seller in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general. As of the date hereof, the holders of the Company Common Stock that are parties to this Agreement and the other Persons listed on Schedule 3.4(a) own (beneficially and of record) and have the right to vote, in the aggregate, 100% of the total issued and outstanding Company Common Stock.

Authority for Agreement. The Company Each Seller has full power, authority and legal right and capacity to enter into and perform its such Seller’s obligations under this Agreement and the each other documents document contemplated hereby to which the Company such Seller is or will be a party and to consummate the transactions contemplated hereby and thereby. The board If a Seller is a trust, the execution and delivery by such trust, and performance by such trust of directors of the Company and the stockholders of the Company have unanimously approved the Stock Purchaseobligations under, this Agreement and the each other documents document contemplated hereby and the transactions contemplated hereby and thereby and authorized the executionto which such trust is a party, delivery and performance of this Agreement and the other documents contemplated hereby and the consummation by such trust of the transactions contemplated hereby and thereby. No other corporate proceedings , have been duly authorized by all necessary action on the part of each trust and its trustees. If a Seller is a trust, no other action on the Company part of such trust or any shareholder of the Company are, or will be, their respective sole trustees is necessary to approve and authorize the execution, delivery and performance of this Agreement and the other documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby. This Agreement and the other documents contemplated hereby to which each Seller is a party have been duly executed and delivered by the Company such Seller and are legal, valid and binding obligations of the Companysuch Seller, enforceable against it such Seller in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general. As of the date hereof, the holders of the Company Common Stock that are parties to this Agreement and the other Persons listed on Schedule 3.4(a) own (beneficially and of record) and have the right to vote, in the aggregate, 100% of the total issued and outstanding Company Common Stock.

Authority for Agreement. The Company Buyer has full power, authority and legal right to enter into and perform its obligations under this Agreement and the other documents contemplated hereby to which the Company Buyer is or will be a party and to consummate the transactions contemplated hereby and thereby. The board of directors of the Company and the stockholders of the Company have unanimously Buyer has duly approved the Stock Purchase, this Agreement and the other documents contemplated hereby and the transactions contemplated hereby and thereby and have authorized the execution, delivery and performance of this Agreement and the other documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby. No Other than Shareholder Approval, which the Buyer has not received with respect to the transactions contemplated hereby as of the date of this Agreement, no other corporate proceedings on the part of the Company or any shareholder of the Company are, or will be, Buyer are necessary to approve and authorize the execution, delivery and performance of this Agreement and the other documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby. This Agreement and the other documents contemplated hereby to which the Buyer is a party have been duly executed and delivered by the Company Buyer and are legal, valid and binding obligations of the CompanyBuyer, enforceable against it the Buyer in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general. As of the date hereof, the holders of the Company Common Stock that are parties to this Agreement and the other Persons listed on Schedule 3.4(a) own (beneficially and of record) and have the right to vote, in the aggregate, 100% of the total issued and outstanding Company Common Stock.

Authority for Agreement. The Company Buyer has full power, corporate power and authority and legal right to enter into and perform its obligations under this Agreement and the other documents contemplated hereby to which the Company Buyer is or will be a party and to consummate the transactions contemplated hereby and thereby. The board of directors of the Company Buyer has authorized and the stockholders of the Company have unanimously approved the Stock Purchase, this Agreement and the other documents contemplated hereby and the transactions contemplated hereby and thereby and authorized the execution, delivery and performance of this Agreement and the other documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby. No other corporate proceedings on the part of the Company or any shareholder of the Company Buyer are, or will be, necessary to approve and authorize the execution, delivery and performance of this Agreement and the other documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby. This Agreement has been, and the other documents contemplated hereby have been to which the Buyer is a party will be, as of the Closing Date, duly executed and delivered by the Company Buyer and are this Agreement constitutes, and such other documents will constitute (assuming due execution and delivery by the other parties hereto and thereto), legal, valid and binding obligations of the CompanyBuyer, enforceable against it the Buyer in accordance with their respective terms, except as enforceability to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general. As of the date hereof, the holders of the Company Common Stock that are parties subject to this Agreement and the other Persons listed on Schedule 3.4(a) own (beneficially and of record) and have the right to vote, in the aggregate, 100% of the total issued and outstanding Company Common StockEquitable Principles.

Authority for Agreement. The Company Such Stockholder has full power, authority and legal right and capacity to enter into and perform its such Stockholder’s obligations under this Agreement and the each other documents document contemplated hereby to which the Company such Stockholder is or will be a party and to consummate the transactions contemplated hereby and thereby. The If such Stockholder is not an individual, (a) the board of directors directors, partners, managers or other managing body of the Company and the stockholders of the Company have unanimously such Stockholder has duly approved the Stock Purchase, this Agreement and the other documents contemplated hereby and the transactions contemplated hereby and thereby and has authorized the execution, delivery and performance of this Agreement and the other documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby. No thereby and (b) no other corporate proceedings on the part of the Company such Stockholder or any shareholder of the Company areits stockholders, partners, members or will be, other owners are necessary to approve and authorize the execution, delivery and performance of this Agreement and the other documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby. This Agreement and the other documents contemplated hereby to which such Stockholder is a party have been duly executed and delivered by the Company such Stockholder and are legal, valid and binding obligations of the Companysuch Stockholder, enforceable against it such Stockholder in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general. As of the date hereof, the holders of the Company Common Stock that are parties to this Agreement and the other Persons listed on Schedule 3.4(a) own (beneficially and of record) and have the right to vote, in the aggregate, 100% of the total issued and outstanding Company Common Stock.

Authority for Agreement. The Company Buyer has full power, all requisite corporate power and authority and legal right to enter into and perform its obligations under this Agreement, the Stockholders Agreement and the other agreements, instruments and documents contemplated hereby to which be executed or delivered by the Company is or will be a party and Buyer in connection herewith, to consummate the transactions contemplated hereby and therebyto perform its obligations hereunder and thereunder. The board execution and delivery of directors of this Agreement, the Company and the stockholders of the Company have unanimously approved the Stock Purchase, this Stockholders Agreement and the other agreements, instruments and documents contemplated hereby and to be executed or delivered by the transactions contemplated hereby and thereby and authorized the executionBuyer in connection herewith, delivery and performance of this Agreement and the other documents contemplated hereby and the consummation of the transactions and the performance of the Buyer's obligations contemplated hereby and thereby. No thereby have been duly and validly authorized by the board of directors of the Buyer and no other corporate actions or proceedings on the part of the Company or any shareholder of the Company are, or will be, Buyer are necessary to approve and authorize the execution, execution and delivery and performance of this Agreement, the Stockholders Agreement and the other agreements, instruments and documents contemplated hereby and to be executed or delivered by the consummation of the transactions contemplated hereby and therebyBuyer in connection herewith. This Agreement, the Stockholders Agreement and the other agreements, instruments and documents contemplated hereby to be executed by the Buyer in connection herewith have been duly executed and delivered by the Company Buyer and are legal, constitute valid and binding obligations of the CompanyBuyer, enforceable against it in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or bankruptcy and other similar laws affecting the enforcement rights of creditors’ rights in general. As creditors generally and general principles of the date hereof, the holders of the Company Common Stock that are parties to this Agreement and the other Persons listed on Schedule 3.4(a) own (beneficially and of record) and have the right to vote, in the aggregate, 100% of the total issued and outstanding Company Common Stockequity.

Authority for Agreement. The Each of the Company and each Subsidiary has full power, authority and legal right to enter into and perform its obligations under this Agreement and the other documents contemplated hereby to which the Company it is or will be a party and to consummate the transactions contemplated hereby and thereby. The board of directors of the Company and the stockholders of the Company have unanimously approved the Stock Purchase, this Agreement and the other documents contemplated hereby and the transactions contemplated hereby and thereby and have authorized the execution, delivery and performance of this Agreement and the other documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby. No other corporate proceedings on the part of the Company or any shareholder of the Company are, or will be, Subsidiary are necessary to approve and authorize the execution, delivery and performance of this Agreement and the other documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby. This Agreement and the other documents contemplated hereby have been duly executed and delivered by the Company and each Subsidiary, as applicable, and are legal, valid and binding obligations of the Company, Company and each Subsidiary enforceable against it each of them in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general. As of the date hereof, the holders of the Company Common Stock that are parties to this Agreement and the other Persons listed on Schedule 3.4(a) own (beneficially and of record) and have the right to vote, in the aggregate, 100% of the total issued and outstanding Company Common Stock.

Authority for Agreement. The Company Purchaser has full power, authority and legal right to enter into and perform its obligations under this Agreement and the other documents agreements contemplated hereby to which the Company it is or will be a party and to consummate the transactions contemplated hereby and thereby. The board of directors of the Company and the stockholders of the Company have unanimously Purchaser has duly approved the Stock Purchase, this Agreement and the other documents agreements contemplated hereby and the transactions contemplated hereby and thereby thereby, and have authorized the execution, delivery and performance of this Agreement and the other documents agreements contemplated hereby to which the Purchaser is a party and the consummation of the transactions contemplated hereby and thereby. No other corporate proceedings on the part of the Company or any shareholder of the Company are, or will be, Purchaser are necessary to approve and authorize the execution, delivery and performance by the Purchaser of this Agreement and the other documents agreements contemplated hereby to which the Purchaser is a party and the consummation by the Purchaser of the transactions contemplated hereby and thereby. This Agreement and the other documents agreements contemplated hereby to which the Purchaser is a party have been duly executed and delivered by the Company Purchaser and are legal, valid and binding obligations of the CompanyPurchaser, enforceable against it the Purchaser in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general. As general or by general principles of the date hereof, the holders of the Company Common Stock that are parties to this Agreement and the other Persons listed on Schedule 3.4(a) own equity (beneficially and of record) and have the right to vote, whether considered in the aggregate, 100% of the total issued and outstanding Company Common Stocka proceeding in equity or at law).

Authority for Agreement. The Company Each Seller has full power, authority and legal right and capacity to enter into and perform its such Seller’s obligations under this Agreement and the each other documents document contemplated hereby to which the Company such Seller is or will be a party and to consummate the transactions contemplated hereby and thereby. The board If a Seller is a trust, the execution and delivery by such trust, and performance by such trust of directors of the Company and the stockholders of the Company have unanimously approved the Stock Purchaseobligations under, this Agreement and the each other documents document contemplated hereby and the transactions contemplated hereby and thereby and authorized the executionto which such trust is a party, delivery and performance of this Agreement and the other documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby. No other corporate proceedings , have been duly authorized by all necessary action on the part of each trust and its trustees. If a Seller is a trust, no other action on the Company part of such trust or any shareholder of the Company are, or will be, its respective sole trustees is necessary to approve and authorize the execution, delivery and performance of this Agreement and the other documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby. This Agreement and the other documents contemplated hereby to which each Seller is a party have been duly executed and delivered by the Company such Seller and are legal, valid and binding obligations of the Companysuch Seller, enforceable against it such Seller in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general. As of the date hereof, the holders of the Company Common Stock that are parties to this Agreement and the other Persons listed on Schedule 3.4(a) own (beneficially and of record) and have the right to vote, in the aggregate, 100% of the total issued and outstanding Company Common Stock.