Common use of Authority; No Violations; Consents and Approvals Clause in Contracts

Authority; No Violations; Consents and Approvals. (i) Each of Parent and Acquisition has all requisite corporate power and authority to enter into this Agreement and to perform its obligations under this Agreement. Each of Parent’s and Acquisition’s execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by Parent and Acquisition have been duly authorized by all necessary corporate action on the part of Parent and Acquisition. This Agreement has been duly executed and delivered by Parent and Acquisition and, assuming the due execution and delivery by the Company, constitutes the valid and binding obligation of Parent and Acquisition enforceable against them in accordance with its terms except as the enforcement hereof may be limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws now or hereafter in effect relating to creditors’ rights generally and (B) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority; No Violations; Consents and Approvals. (i) Each of Parent and Acquisition has all requisite limited liability company or corporate power power, as applicable, and authority to enter into this Agreement and to perform its obligations under this Agreement. Each of Parent’s and Acquisition’s execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by Parent and Acquisition have been duly authorized by all necessary corporate action on the part of Parent and Acquisition. This Agreement has been duly executed and delivered by Parent and Acquisition and, assuming the due execution and delivery by the Company, constitutes the valid and binding obligation of Parent and Acquisition enforceable against them in accordance with its terms except as the enforcement hereof may be limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws now or hereafter in effect relating to creditors’ rights generally and (B) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority; No Violations; Consents and Approvals. (i) Each of Parent and Acquisition has all requisite corporate power and authority to enter into execute and deliver this Agreement and Agreement, to perform its obligations under this Agreementhereunder and to consummate the Merger and the other transactions contemplated hereby. Each of Parent’s and Acquisition’s execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by Parent and Acquisition have been duly authorized by all necessary corporate action on the part of Parent and Acquisition. This Agreement has been duly executed and delivered by Parent and Acquisition and, assuming the due execution and delivery by the Company, constitutes the a legal, valid and binding obligation of Parent and Acquisition enforceable against them in accordance with its terms except as the enforcement hereof may be limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws now or hereafter in effect relating to creditors’ rights generally and (B) general principles of equity (regardless of whether enforceability is considered in a proceeding at law Law or in equity).

Authority; No Violations; Consents and Approvals. (i) Each of Parent and Acquisition Sub has all requisite corporate power and authority to enter into this Agreement and to perform its obligations under this Agreementconsummate the Merger. Each of Parent’s and Acquisition’s The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by Parent and Acquisition Merger have been duly authorized by all necessary corporate action on the part of Parent and AcquisitionSub. This Agreement has been duly executed and delivered by each of Parent and Acquisition Sub and, assuming this Agreement constitutes the due execution valid and delivery by binding agreement of the Companyother parties hereto, constitutes the a valid and binding obligation of Parent and Acquisition Sub enforceable against them in accordance with its terms and conditions except as that the enforcement hereof may be limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws laws now or hereafter in effect relating to creditors’ ' rights generally and (B) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authority; No Violations; Consents and Approvals. (i) Each of Parent and Acquisition has all requisite corporate power and authority to enter into this Agreement and to perform its obligations under consummate the transactions contemplated by this Agreement. Each of Parent’s 's and Acquisition’s 's execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by Parent and Acquisition have been duly authorized by all necessary corporate action on the part of Parent and Acquisition. This Agreement has been duly executed and delivered by Parent and Acquisition and, assuming the due execution and delivery by the Company, constitutes the valid and binding obligation of Parent and Acquisition enforceable against each of them in accordance with its terms except as that the enforcement hereof may be limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws now or hereafter in effect relating to creditors’ ' rights generally and (B) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).