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

Authority; No Conflict; Required Filings and Consents. (a) Each of the Buyer and the Acquisition Sub has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Buyer and the Acquisition Sub have been duly authorized by all necessary corporate action on the part of each of the Buyer and the Acquisition Sub. This Agreement has been duly executed and delivered by each of the Buyer and the Acquisition Sub and constitutes the valid and binding obligation of each of the Buyer and the Acquisition Sub, enforceable against each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Authority; No Conflict; Required Filings and Consents. (a) Each of the Buyer and the Acquisition Merger Sub has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated by this Agreement by the Buyer and the Acquisition Merger Sub have been duly authorized by all necessary corporate action on the part of each of the Buyer and the Acquisition Merger Sub. This Agreement has been duly executed and delivered by each of the Buyer and the Acquisition Merger Sub and constitutes the valid and binding obligation of each of the Buyer and the Acquisition Merger Sub, enforceable against each of them in accordance with its terms, subject to the Bankruptcy bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and Equity Exceptionsimilar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Authority; No Conflict; Required Filings and Consents. (a) Each of the Buyer and the Acquisition Merger Sub has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated by this Agreement by the Buyer and the Acquisition Merger Sub have been duly authorized by all necessary corporate action on the part of each of the Buyer and the Acquisition Merger Sub. This Agreement has been duly executed and delivered by each of the Buyer and the Acquisition Merger Sub and constitutes the valid and binding obligation of each of the Buyer and the Acquisition Merger Sub, enforceable against each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Authority; No Conflict; Required Filings and Consents. (a) Each of the Buyer and the Acquisition Merger Sub has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Buyer and the Acquisition Merger Sub have been duly authorized by all necessary corporate action on the part of each of the Buyer and the Acquisition Merger Sub. This Agreement has been duly executed and delivered by each of the Buyer and the Acquisition Merger Sub and constitutes the valid and binding obligation of each of the Buyer and the Acquisition Merger Sub, enforceable against each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Authority; No Conflict; Required Filings and Consents. (a) Each of the Buyer and the Acquisition Sub each Merger Subsidiary has all requisite corporate power and authority to enter into execute and deliver this Agreement and to consummate the transactions contemplated by this Agreementperform its obligations hereunder and thereunder. The execution and delivery by the Buyer and each Merger Subsidiary of this Agreement and the consummation by the Buyer and each Merger Subsidiary of the transactions contemplated by this Agreement by the Buyer hereby and the Acquisition Sub thereby have been duly and validly authorized by all necessary corporate action on the part of each of the Buyer and the Acquisition SubMerger Subsidiaries, respectively. This Agreement has been duly and validly executed and delivered by each the Buyer and the Merger Subsidiaries and constitutes a valid and binding obligation of the Buyer and the Acquisition Sub and constitutes the valid and binding obligation of each of the Buyer and the Acquisition SubMerger Subsidiaries, enforceable against each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Authority; No Conflict; Required Filings and Consents. (a) Each of the Buyer and the Acquisition Merger Sub has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Buyer and the Acquisition Merger Sub have been duly authorized by all necessary corporate action on the part of each of the Buyer and the Acquisition Merger Sub. This Agreement has been duly executed and delivered by each of the Buyer and the Acquisition Merger Sub and constitutes the valid and binding obligation of each of the Buyer and the Acquisition Merger Sub, enforceable against each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Authority; No Conflict; Required Filings and Consents. (a) Each of the Buyer and the Acquisition Sub has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Buyer and the Acquisition Sub have been duly authorized by all necessary corporate action on the part of each of the Buyer and Sub (including the Acquisition approval of the Merger by Buyer as the sole stockholder of Sub). This Agreement has been duly executed and delivered by each of the Buyer and the Acquisition Sub and constitutes the valid and binding obligation of each of the Buyer and the Acquisition Sub, enforceable against each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Authority; No Conflict; Required Filings and Consents. (a) Each of the Buyer and the Acquisition Sub has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Buyer and the Acquisition Sub have been duly authorized by all necessary corporate action on the part of each of the Buyer and Sub (including the Acquisition approval of the Merger by Buyer as the sole stockholder of Sub). This Agreement and has been duly executed and delivered by each of the Buyer and the Acquisition Sub and constitutes the valid and binding obligation of each of the Buyer and the Acquisition Sub, enforceable against each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Authority; No Conflict; Required Filings and Consents. (a) Each of the Buyer and the Acquisition Merger Sub has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Buyer and the Acquisition Merger Sub have been duly authorized by all necessary corporate action on the part of each of the Buyer and the Acquisition Merger Sub. This Agreement has been duly executed and delivered by each of the Buyer and the Acquisition Merger Sub 18 and constitutes the valid and binding obligation of each of the Buyer and the Acquisition Merger Sub, enforceable against each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception.