Common use of Authority for this Agreement Clause in Contracts

Authority for this Agreement. Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate proceedings on the part of Parent and Merger Sub (other than the adoption of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub enforceable against each of Parent and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Authority for this Agreement. Each of Parent and Merger Sub has all requisite corporate entity power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate entity action on the part of each of Parent and Merger Sub, and no other entity proceedings on the part of Parent and Merger Sub (other than the adoption of are necessary to authorize this Agreement by Parent in its capacity as the sole stockholder of Merger Sub)Agreement. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery by the CompanyStockholder, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to bankruptcyexcept as enforceability may be limited by bankruptcy Laws, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity principlesaffecting the availability of specific performance and other equitable remedies.

Authority for this Agreement. Each of Parent and Merger Sub has all requisite corporate entity power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent Xxxxxx and Merger Xxxxxx Sub and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate entity action on the part of each of Parent and Merger Sub, and no other entity proceedings on the part of Parent and Merger Sub (other than the adoption of are necessary to authorize this Agreement by Parent in its capacity as the sole stockholder of Merger Sub)Agreement. This Agreement has been duly and validly executed and delivered by Parent Xxxxxx and Merger Sub and, assuming the due authorization, execution and delivery by the CompanyShareholder, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to bankruptcyexcept as enforceability may be limited by bankruptcy laws, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general applicability relating to or laws affecting creditors’ rights and to general principles of equity principlesaffecting the availability of specific performance and other equitable remedies.

Authority for this Agreement. Each of Parent and Merger Sub Purchaser has all requisite corporate entity power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation of the transactions contemplated hereby Purchaser have been duly and validly authorized by all necessary corporate entity action on the part of each of Parent and Purchaser, and no other entity proceedings on the part of Parent and Merger Sub (other than the adoption of Purchaser are necessary to authorize this Agreement by Parent in its capacity as the sole stockholder of Merger Sub)Agreement. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub Purchaser and, assuming the due authorization, execution and delivery by the CompanyStockholder, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub Purchaser, enforceable against each of Parent and Merger Sub Purchaser in accordance with its terms, subject to bankruptcyexcept as enforceability may be limited by bankruptcy Laws, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity principlesaffecting the availability of specific performance and other equitable remedies.

Authority for this Agreement. Each of Parent and Merger Xxxxxx Sub has all requisite corporate necessary power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyperform its obligations hereunder. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action of each of Parent and Merger Sub, and no other corporate proceedings on the part of Parent and or Merger Sub (other than the adoption of are necessary to authorize this Agreement by Parent in its capacity as the sole stockholder of Merger Sub)Agreement. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming due authorization, execution execution, and delivery hereof by the CompanyStockholder, constitutes a legal, valid valid, and binding obligation of each of Parent and Merger Sub Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general applicability relating to or applicable laws affecting creditors’ rights generally and to general equity principlesprinciples of equity. The consummation of the Merger and the other transactions contemplated by the Merger Agreement are within the corporate power and authority of Parent and Merger Sub, and have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub.

Authority for this Agreement. Each of Parent and Merger Xxxxxx Sub has all requisite corporate necessary power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyperform its obligations hereunder. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action of each of Parent and Merger Sub, and no other corporate proceedings on the part of Parent and or Merger Sub (other than the adoption of are necessary to authorize this Agreement by Parent in its capacity as the sole stockholder of Merger Sub)Agreement. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming due authorization, execution execution, and delivery hereof by the CompanyStockholder, constitutes a legal, valid valid, and binding obligation of each of Parent and Merger Sub Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general applicability relating to or applicable laws affecting creditors’ rights generally and to general equity principles.principles of equity. The consummation of the Merger and the other transactions contemplated by the Merger Agreement are within the corporate power and authority of Parent and Merger Sub, and have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub. 4861-5946-8346 v.2

Authority for this Agreement. Each of Parent and Merger Sub has all requisite corporate or similar power and authority authority, and has taken all corporate or similar action necessary, to execute execute, deliver and deliver perform its obligations under this Agreement and to consummate the transactions contemplated herebyAgreement. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate or similar action on the part of each of Parent and Merger Sub, and no other corporate or similar proceedings on the part of Parent and Merger Sub (other than the adoption of are necessary to authorize this Agreement by Parent in its capacity as or to consummate the sole stockholder of Merger Sub)transaction contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery by the CompanyStockholders, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to bankruptcyexcept as enforceability may be limited by bankruptcy Laws, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity principlesaffecting the availability of specific performance and other equitable remedies.

Authority for this Agreement. Each of Parent and Merger Sub has all requisite corporate entity power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate entity action on the part of each of Parent and Merger Sub, and no other entity proceedings on the part of Parent and Merger Sub (other than the adoption of are necessary to authorize this Agreement by Parent in its capacity as the sole stockholder of Merger Sub)Agreement. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery by the CompanyStockholder, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to bankruptcyexcept as enforceability may be limited by bankruptcy Laws, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity principlesaffecting the availability of specific performance and other equitable remedies.

Authority for this Agreement. Each of Parent and Merger Sub has all requisite corporate or limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, except as has not and would not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate or limited liability company proceedings on the part of Parent and Merger Sub (and no other than corporate or limited liability company proceedings on the adoption part of Parent or Merger Sub are necessary to authorize this Agreement by Parent in its capacity as or to consummate the sole stockholder of Merger Sub)transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub enforceable against each of Parent and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Authority for this Agreement. Each of Parent and Merger Xxxxxx Sub has all requisite corporate necessary power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herebyperform its obligations hereunder. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action of each of Xxxxxx and Merger Sub, and no other corporate proceedings on the part of Parent and or Merger Sub (other than the adoption of are necessary to authorize this Agreement by Parent in its capacity as the sole stockholder of Merger Sub)Agreement. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming due authorization, execution execution, and delivery hereof by the CompanyStockholder, constitutes a legal, valid valid, and binding obligation of each of Parent and Merger Sub Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general applicability relating to or applicable laws affecting creditors’ rights generally and to general equity principlesprinciples of equity. The consummation of the Merger and the other transactions contemplated by the Merger Agreement are within the corporate power and authority of Parent and Merger Sub, and have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub.

Authority for this Agreement. Each of Parent and Merger Sub has all requisite corporate entity power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate entity action on the part of each of Parent and Merger Sub, and no other entity proceedings on the part of Parent and Merger Sub (other than the adoption of are necessary to authorize this Agreement by Parent in its capacity as the sole stockholder of Merger Sub)Agreement. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery by the CompanyStockholder, constitutes a the legal, valid and binding obligation of each of Parent and Merger Sub Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to bankruptcyexcept as enforceability may be limited by bankruptcy Laws, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity principlesaffecting the availability of specific performance and other equitable remedies.

Authority for this Agreement. Each of Parent and Merger Sub has all requisite corporate entity power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate entity action on the part of each of Parent and Merger Sub, and no other entity proceedings on the part of Parent and Merger Sub (other than the adoption of are necessary to authorize this Agreement by Parent in its capacity as the sole stockholder of Merger Sub)Agreement. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery by the CompanyStockholders, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to bankruptcyexcept as enforceability may be limited by bankruptcy Laws, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity principlesaffecting the availability of specific performance and other equitable remedies.

Authority for this Agreement. Each of Parent and Merger Sub Purchaser has all requisite corporate entity power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation of the transactions contemplated hereby Purchaser have been duly and validly authorized by all necessary corporate entity action on the part of each of Parent and Purchaser, and no other entity proceedings on the part of Parent and Merger Sub (other than the adoption of Purchaser are necessary to authorize this Agreement by Parent in its capacity as the sole stockholder of Merger Sub)Agreement. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub Purchaser and, assuming the due authorization, execution and delivery by the CompanyStockholder, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub Purchaser, enforceable against each of Parent and Merger Sub Purchaser in accordance with its terms, subject to bankruptcyexcept as enforceability may be limited by bankruptcy laws, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general applicability relating to or laws affecting creditors’ rights and to general principles of equity principlesaffecting the availability of specific performance and other equitable remedies.