Common use of Authority; No Conflict; Required Filings and Consents Clause in Contracts

Authority; No Conflict; Required Filings and Consents. (a) Each of Acquiror and Sub has all requisite corporate power and authority to enter into this Agreement and the other Transaction Documents to which it is or will become a party and to consummate the transactions contemplated by this Agreement and such Transaction Documents. The execution and delivery of this Agreement and such Transaction Documents and the consummation of the transactions contemplated by this Agreement and such Transaction Documents have been duly authorized by all necessary corporate action on the part of Acquiror and Sub under the provisions of Delaware Law and Acquiror’s and Sub’s respective certificates of incorporation. This Agreement has been and such Transaction Documents have been or, to the extent not executed as of the date hereof, will be duly executed and delivered by Acquiror and Sub. This Agreement and each of the Transaction Documents to which Acquiror or Sub is a party constitutes, and each of the Transaction Documents to which Acquiror or Sub will become a party when executed and delivered by Acquiror or Sub will constitute, the valid and binding obligation of Acquiror or Sub, enforceable in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity.

Authority; No Conflict; Required Filings and Consents. (a) Each of Acquiror and Sub has all requisite corporate power and authority to enter into this Agreement and the other Transaction Documents to which it is or will become a party and to consummate the transactions contemplated by this Agreement and such Transaction Documents. The execution and delivery of this Agreement and such Transaction Documents and the consummation of the transactions contemplated by this Agreement and such Transaction Documents have been duly authorized by all necessary corporate action on the part of Acquiror and Sub under the provisions of Delaware Law and Acquiror’s and Sub’s respective certificates of incorporation. This Agreement has been and such Transaction Documents have been or, to the extent not executed as of the date hereof, will be duly executed and delivered by Acquiror and Sub. This Agreement and each of the Transaction Documents to which Acquiror or Sub is a party constitutes, and each of the Transaction Documents to which Acquiror or Sub will become a party when executed and delivered by Acquiror or Sub will constitute, the valid and binding obligation of Acquiror or Sub, enforceable in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ ' rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity.

Authority; No Conflict; Required Filings and Consents. (a) Each of Acquiror Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement and the other Transaction Documents to which it is or will become a party and to consummate the transactions contemplated by this Agreement and such Transaction Documents. The execution and delivery of this Agreement and such Transaction Documents and the consummation of the transactions contemplated by this Agreement and such Transaction Documents have been duly authorized by all necessary corporate action on the part of Acquiror Parent and Sub under the provisions of Delaware Law and Acquiror’s and Merger Sub’s respective certificates of incorporation. This Agreement has been and such Transaction Documents have been or, to the extent not executed as of the date hereof, will be duly executed and delivered by Acquiror Parent and Merger Sub. This Agreement and each of the Transaction Documents to which Acquiror or Parent and/or Merger Sub is a party constitutes, and each of the Transaction Documents to which Acquiror or Parent and/or Merger Sub will become a party when executed and delivered by Acquiror or Parent and/or Merger Sub will constitute, assuming the due authorization, execution and delivery by the other parties hereto and thereto, a valid and binding obligation of Acquiror or Parent and/or Merger Sub, enforceable by the Company against Parent or Merger Sub, as the case may be, in accordance with its their respective terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity.

Authority; No Conflict; Required Filings and Consents. (a) Each of Acquiror and Sub has all requisite corporate power and authority to enter into this Agreement and the other Transaction Documents to which it is or will become a party and to consummate the transactions contemplated by this Agreement and such Transaction Documents. The execution and delivery of this Agreement and such Transaction Documents and the consummation of the transactions contemplated by this Agreement and such Transaction Documents have been duly authorized by all necessary corporate action on the part of Acquiror and Sub under the provisions of Delaware Law and Acquiror’s and Sub’s respective certificates of incorporation. This Agreement has been and such Transaction Documents have been or, to the extent not executed as of the date hereof, will be duly executed and delivered by Acquiror and Sub. This Agreement and each of the Transaction Documents to which Acquiror or Sub is a party constitutes, and each of the Transaction Documents to which Acquiror or Sub will become a party when executed and delivered by Acquiror or Sub will constitute, the a valid and binding obligation of Acquiror or Sub, enforceable against Acquiror or Sub, as the case may be, in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ ' rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity.

Authority; No Conflict; Required Filings and Consents. (a) Each of Acquiror and Sub Activate has all requisite corporate power and authority to enter into this Agreement and the other all Transaction Documents to which it is or will become a party and to consummate the transactions contemplated by this Agreement and such Transaction Documents. The execution and delivery of this Agreement and such Transaction Documents and the consummation of the transactions contemplated by this Agreement and such Transaction Documents have been duly authorized by all necessary corporate action on the part of Acquiror and Sub under the provisions of Delaware Law and Acquiror’s and Sub’s respective certificates of incorporationActivate. This Agreement has been and such the Transaction Documents to which Activate is or will become a party have been or, to the extent not executed by Activate as of the date hereof, will be duly executed and delivered by Acquiror and SubActivate. This Agreement and each of the Transaction Documents to which Acquiror or Sub Activate is a party constitutes, and each of the Transaction Documents to which Acquiror or Sub Activate will become a party party, when executed and delivered by Acquiror or Sub Activate, will constitute, assuming the due authorization, execution and delivery by the other parties hereto and thereto, the valid and binding obligation of Acquiror or SubActivate, enforceable against Activate in accordance with its their respective terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ ' rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity.equity or limited by public policy. For purposes of this Agreement, "

Authority; No Conflict; Required Filings and Consents. (a) Each of Acquiror and Sub has all requisite corporate power and authority to enter into this Agreement and the other Transaction Documents to which it is or will become a party and to consummate the transactions contemplated by this Agreement and such Transaction Documents. The execution and delivery of this Agreement and such Transaction Documents and the consummation of the transactions contemplated by this Agreement and such Transaction Documents have been duly authorized by all necessary corporate action on the part of Acquiror and Sub under the provisions of Delaware Law and Acquiror’s and Sub’s respective certificates of incorporation. This Agreement has been and such Transaction Documents have been or, to the extent not executed as of the date hereof, will be duly executed and delivered by Acquiror and Sub. This Agreement and each of the Transaction Documents to which Acquiror or Sub is a party constitutes, and each of the Transaction Documents to which Acquiror or Sub will become a party when executed and delivered by Acquiror or Sub will constitute, the valid and binding obligation of Acquiror or Sub, enforceable against Acquiror or Sub, as the case may be, in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ ' rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity.considered

Authority; No Conflict; Required Filings and Consents. (a) Each of Acquiror BSQUARE and Sub has all requisite corporate power and authority to enter into this Agreement and the other Transaction Documents to which it is or will become a party and to consummate the transactions contemplated by in this Agreement and such Transaction Documents. The execution and delivery of this Agreement and such Transaction Documents and the consummation of the transactions contemplated by in this Agreement and such Transaction Documents have been duly authorized by all necessary corporate action on the part of Acquiror and Sub under the provisions of Delaware Law and Acquiror’s BSQUARE and Sub’s respective certificates of incorporation. This Agreement has been and such Transaction Documents have been or, to the extent not executed as of the date hereof, will be duly executed and delivered by Acquiror BSQUARE and Sub. This Agreement and each of the Transaction Documents to which Acquiror BSQUARE or Sub is a party constitutes, and each of the Transaction Documents to which Acquiror BSQUARE or Sub will become a party when executed and delivered by Acquiror BSQUARE or Sub will constitute, the a valid and binding obligation of Acquiror BSQUARE or Sub, enforceable by InfoGation against BSQUARE or Sub, as the case may be, in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ ' rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity.

Authority; No Conflict; Required Filings and Consents. (a) Each of Acquiror and Sub has all requisite corporate power and authority to enter into this Agreement and the other Transaction Documents to which it is or will become a party and to consummate the transactions contemplated by this Agreement and such Transaction Documents. The execution and delivery of this Agreement and such Transaction Documents and the consummation of the transactions contemplated by this Agreement and such Transaction Documents have been duly authorized by all necessary corporate action on the part of Acquiror and Sub under the provisions of Delaware Law and Acquiror’s and Sub’s respective certificates of incorporation. This Agreement has been and such Transaction Documents have been or, to the extent not executed as of the date hereof, will be duly executed and delivered by Acquiror and Sub. This Agreement and each of the Transaction Documents to which Acquiror or Sub is a party constitutes, and each of the Transaction Documents to which Acquiror or Sub will become a party when executed and delivered by Acquiror or Sub will constitute, the a valid and binding obligation of Acquiror or Sub, enforceable against Acquiror or Sub, as the case may be, in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ ' rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity.considered

Authority; No Conflict; Required Filings and Consents. (a) Each of Acquiror Public Company and Sub Merger Subsidiary has all requisite corporate power and authority to enter into execute and deliver this Agreement and the other Transaction Documents to which it is or will become a party agreements contemplated hereby and to consummate the transactions contemplated by this Agreement perform its respective obligations hereunder and such Transaction Documentsthereunder. The execution and delivery by Public Company and Merger Subsidiary of this Agreement and such Transaction Documents the other agreements contemplated hereby and, subject to obtaining the Public Company Stockholder Approval, which is the only approval required from the shareholders of Public Company and its Subsidiaries, the performance by Public Company and Merger Subsidiary of this Agreement and the consummation by Public Company and Merger Subsidiary of the transactions contemplated by this Agreement and such Transaction Documents Transactions have been duly and validly authorized by all necessary corporate action on the part of Acquiror Public Company and Sub under the provisions of Delaware Law and Acquiror’s and Sub’s respective certificates of incorporationMerger Subsidiary, respectively. This Agreement has been and such Transaction Documents all other agreements contemplated hereby have been or, to the extent not executed as of the date hereof, will be duly and validly executed and delivered by Acquiror Public Company and Sub. This Agreement Merger Subsidiary and, assuming the due execution and each of delivery hereof and thereof by the Transaction Documents to which Acquiror other parties hereto and thereto, constitutes or Sub is will constitute a party constitutes, and each of the Transaction Documents to which Acquiror or Sub will become a party when executed and delivered by Acquiror or Sub will constitute, the valid and binding obligation of Acquiror or Subeach of Public Company and Merger Subsidiary, as applicable, enforceable against it in accordance with its terms, except to the extent that as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or moratorium, and other laws similar Laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity.

Authority; No Conflict; Required Filings and Consents. (a) Each of Acquiror Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement and the other Transaction Documents to which it is or will become a party party, and to perform its obligations under, and to consummate the Merger and the other transactions contemplated by by, this Agreement and such other Transaction Documents. The execution and delivery by Parent and/or Merger Sub of, the performance of this Agreement and such Transaction Documents its obligations under, and the consummation of the Merger and the other transactions contemplated by by, this Agreement and such Transaction Documents have been duly authorized by all necessary corporate action on the part of Acquiror and Sub under the provisions of Delaware Law and Acquiror’s and Sub’s respective certificates of incorporation. This Agreement has been and such other Transaction Documents have been or, to the extent not executed as of the date hereof, will be duly authorized by all necessary action on the part of Parent and Merger Sub. This Agreement has been and such other Transaction Documents have been or, when executed and delivered by Acquiror Parent and/or Merger Sub, will be duly executed and delivered by Parent and/or Merger Sub. This Agreement and each of the other Transaction Documents to which Acquiror or Parent and/or Merger Sub is a party constitutes, and each of the other Transaction Documents to which Acquiror or Parent and/or Merger Sub will become a party when executed and delivered by Acquiror or Parent and/or Merger Sub will constitute, the a valid and binding obligation of Acquiror or Parent and/or Merger Sub, enforceable by Seller and the Company against Parent and/or Merger Sub in accordance with its their respective terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally Bankruptcy and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equityEquity Exceptions.

Authority; No Conflict; Required Filings and Consents. (a) Each of Acquiror and Sub Zanova has all requisite corporate power and authority to enter into this Agreement and the other all Transaction Documents to which it is or will become a party and to consummate the transactions contemplated by in this Agreement and such Transaction Documents. The execution and delivery of this Agreement and such Transaction Documents and the consummation of the transactions contemplated by in this Agreement and such Transaction Documents have been duly authorized by all necessary corporate action on the part of Acquiror and Sub Zanova, subject only to the approval of the Merger by Zanova's stockholders under the provisions of Delaware Law and Acquiror’s and Sub’s respective certificates Zanova's certificate of incorporation. This Agreement has been and such Transaction Documents have been or, to the extent not executed by Zanova as of the date hereof, will be duly executed and delivered by Acquiror and SubZanova. This Agreement and each of the Transaction Documents to which Acquiror or Sub Zanova is a party constitutes, and each of the Transaction Documents to which Acquiror or Sub Zanova will become a party party, when executed and delivered by Acquiror or Sub Zanova, will constitute, assuming the due authorization, execution and delivery by the other parties hereto and thereto, the valid and binding obligation of Acquiror or SubZanova, enforceable by Onvia against Zanova in accordance with its their respective terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ ' rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity.. For purposes of this Agreement, "

Authority; No Conflict; Required Filings and Consents. (a) Each of Acquiror and Sub has all requisite corporate power and authority to enter into this Agreement and the other Transaction Documents to which it is or will become a party and to consummate the transactions contemplated by this Agreement and such Transaction Documents. The execution and delivery of this Agreement and such Transaction Documents and the consummation of the transactions contemplated by this Agreement and such Transaction Documents have been duly authorized by all necessary corporate action on the part of Acquiror and Sub under the provisions of Delaware Law and Acquiror’s and Sub’s respective certificates of incorporation. This Agreement has been and such Transaction Documents have been or, to the extent not executed as of the date hereof, will be duly executed and delivered by Acquiror and Sub. This Agreement and each of the Transaction Documents to which Acquiror or Sub is a party constitutes, and each of the Transaction Documents to which Acquiror or Sub will become a party when executed and delivered by Acquiror or Sub will constitute, the a valid and binding obligation of Acquiror or Sub, enforceable against Acquiror or Sub, as the case may be, in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ ' rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equityconsidered.

Authority; No Conflict; Required Filings and Consents. (a) Each of Acquiror and Sub has all requisite corporate power and authority to enter into this Agreement and the other Transaction Documents to which it is or will become a party and to consummate the transactions contemplated by this Agreement and such Transaction Documents. The execution and delivery of this Agreement and such Transaction Documents and the consummation of the transactions contemplated by this Agreement and such Transaction Documents have been duly authorized by all necessary corporate action on the part of Acquiror and Sub under the provisions of Delaware Law and Acquiror’s and Sub’s respective certificates of incorporation. This Agreement has been and such Transaction Documents have been or, to the extent not executed as of the date hereof, will be duly executed and delivered by Acquiror and Sub. This Agreement and each of the Transaction Documents to which Acquiror or Sub is a party constitutes, and each of the Transaction Documents to which Acquiror or Sub will become a party when executed and delivered by Acquiror or Sub will constitute, the a valid and binding obligation of Acquiror or Sub, enforceable by Target against Acquiror or Sub, as the case may be, in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ ' rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity.

Authority; No Conflict; Required Filings and Consents. (a) Each of Acquiror Parent and Merger Sub has all requisite corporate or limited liability company, as applicable, power and authority to enter into this Agreement and the other Transaction Documents to which it is or will become a party party, to perform its obligations under, and to consummate the transactions contemplated by by, this Agreement and such Transaction Documents. The execution and delivery by Parent and Merger Sub of this Agreement and such Transaction Documents Documents, the performance of their respective obligations under, and the consummation of the transactions contemplated by by, this Agreement and such Transaction Documents have been duly authorized by all necessary corporate or limited liability company, as applicable, action on the part of Acquiror Parent and Sub under the provisions of Delaware Law and Acquiror’s and Merger Sub’s respective certificates of incorporation. This Agreement has been and such Transaction Documents have been or, to the extent not executed as of the date hereof, will be duly executed and delivered by Acquiror Parent and Merger Sub. This Agreement and each of the Transaction Documents to which Acquiror or Parent and/or Merger Sub is a party constitutes, and each of the Transaction Documents to which Acquiror or Parent and/or Merger Sub will become a party when executed and delivered by Acquiror or Parent and/or Merger Sub will constitute, the a valid and binding obligation of Acquiror or Parent and/or Merger Sub, enforceable by the Company against Parent or Merger Sub, as the case may be, in accordance with its their respective terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity.

Authority; No Conflict; Required Filings and Consents. (a) Each of Acquiror and Sub has have all requisite corporate power and authority to enter into this Agreement and the other all Transaction Documents to which it is they are or will become a party and to consummate the transactions contemplated by this Agreement and such Transaction Documents. The execution and delivery of this Agreement and such Transaction Documents and the consummation of the transactions contemplated by this Agreement and such Transaction Documents have been duly authorized by all necessary corporate action on the part of Acquiror and Sub under the provisions of Delaware Law and Acquiror’s and Sub’s respective certificates of incorporation. This Agreement has been and such Transaction Documents have been or, to the extent not executed by Acquiror or Sub as of the date hereof, will be duly executed and delivered by Acquiror and Sub. This Agreement and each of the Transaction Documents to which Acquiror or Sub is are a party constitutes, and each of the Transaction Documents to which Acquiror or Sub will become a party party, when executed and delivered by Acquiror or Sub Sub, will constitute, assuming the due authorization, execution and delivery by the other parties hereto and thereto, the valid and binding obligation of Acquiror or Sub, as the case may be, enforceable against Acquiror or Sub in accordance with its their respective terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ ' rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity.

Authority; No Conflict; Required Filings and Consents. (a) Each of Acquiror ABE and Acquisition Sub has all requisite corporate limited liability company power and authority to enter into this Agreement and the other all Transaction Documents to which it is or will become a party and to consummate the transactions contemplated by this Agreement and such Transaction Documents. The execution and delivery of this Agreement and such Transaction Documents and the consummation of the transactions contemplated by this Agreement and such Transaction Documents have been duly authorized by all necessary corporate limited liability company action on the part of Acquiror ABE and Sub under the provisions of Delaware Law and Acquiror’s and Acquisition Sub’s respective certificates of incorporation. This Agreement has been and such Transaction Documents have been or, to the extent not executed by ABE or Acquisition Sub as of the date hereof, will be duly executed and delivered by Acquiror and ABE and/or Acquisition Sub. This Agreement and each of the Transaction Documents to which Acquiror ABE or Acquisition Sub is a party constitutes, and each of the Transaction Documents to which Acquiror ABE or Acquisition Sub will become a party party, when executed and delivered by Acquiror or Sub ABE and/or Acquisition Sub, will constitute, assuming the due authorization, execution and delivery by the other parties hereto and thereto, the valid and binding obligation of Acquiror or ABE and/or Acquisition Sub, enforceable by HGF and the Selling HGF Partners against ABE and/or Acquisition Sub in accordance with its their respective terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity.

Authority; No Conflict; Required Filings and Consents. (a) Each of Acquiror Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement and the other Transaction Documents to which it is or will become a party party, and to perform its obligations under, and to consummate the Merger and the other transactions contemplated by by, this Agreement and such other Transaction Documents. The execution and delivery by Parent and/or Merger Sub of, the performance of this Agreement and such Transaction Documents its obligations under, and the consummation of the Merger and the other transactions contemplated by by, this Agreement and such Transaction Documents have been duly authorized by all necessary corporate action on the part of Acquiror and Sub under the provisions of Delaware Law and Acquiror’s and Sub’s respective certificates of incorporation. This Agreement has been and such other Transaction Documents have been or, to the extent not executed as of the date hereof, will be duly authorized by all necessary action on the part of Parent and Merger Sub. This Agreement has been and such other Transaction Documents have been or, when executed and delivered by Acquiror Parent and/or Merger Sub, will be duly executed and delivered by Parent and/or Merger Sub. This Agreement and each of the other Transaction Documents to which Acquiror or Parent and/or Merger Sub is a party constitutes, and each of the other Transaction Documents to which Acquiror or Parent and/or Merger Sub will become a party when executed and delivered by Acquiror or Parent and/or Merger Sub will constitute, the a valid and binding obligation of Acquiror or Parent and/or Merger Sub, enforceable by the Company against Parent and/or Merger Sub in accordance with its their respective terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally Bankruptcy and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equityEquity Exceptions.

Authority; No Conflict; Required Filings and Consents. (a) Each of Acquiror and Sub InfoGation has all requisite corporate power and authority to enter into this Agreement and the other all Transaction Documents (as defined below) to which it is or will become a party and to consummate the transactions contemplated by in this Agreement and such Transaction Documents. The execution and delivery of this Agreement and such Transaction Documents and the consummation of the transactions contemplated by in this Agreement and such Transaction Documents have been duly authorized by all necessary corporate action on the part of Acquiror and Sub InfoGation, subject only to the approval of the Merger by InfoGation's stockholders under the provisions of Delaware Law and Acquiror’s and Sub’s respective certificates InfoGation's certificate of incorporation. This Agreement has been and such Transaction Documents have been or, to the extent not executed by InfoGation as of the date hereof, will be duly executed and delivered by Acquiror and SubInfoGation. This Agreement and each of the Transaction Documents to which Acquiror or Sub InfoGation is a party constitutes, and each of the Transaction Documents to which Acquiror or Sub InfoGation will become a party party, when executed and delivered by Acquiror or Sub InfoGation, will constitute, the valid and binding obligation of Acquiror or SubInfoGation, enforceable against InfoGation in accordance with its their respective terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ ' rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity.in

Authority; No Conflict; Required Filings and Consents. (a) Each of Acquiror Loudeye and Sub has all requisite corporate power and authority to enter into this Agreement and the other all Transaction Documents to which it is or will become a party and to consummate the transactions contemplated by this Agreement and such Transaction Documents. The execution and delivery of this Agreement and such Transaction Documents and the consummation of the transactions contemplated by this Agreement and such Transaction Documents have been duly authorized by all necessary corporate action on the part of Acquiror and Sub under the provisions of Delaware Law and Acquiror’s Loudeye and Sub’s respective certificates of incorporation. This Agreement has been and such the Transaction Documents to which Loudeye or Sub is or will become a party have been or, to the extent not executed as of the date hereof, will be duly executed and delivered by Acquiror Loudeye and Sub. This Agreement and each of the Transaction Documents to which Acquiror Loudeye or Sub is a party constitutes, and each of the Transaction Documents to which Acquiror Loudeye or Sub will become a party when executed and delivered by Acquiror Loudeye or Sub will constitute, the a valid and binding obligation of Acquiror Loudeye or Sub, enforceable against Loudeye or Sub, as the case may be, in accordance with its respective terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ ' rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity.