Common use of Authority Relative to Agreements Clause in Contracts

Authority Relative to Agreements. The Company has all necessary power and authority to execute and deliver this Agreement and the Settlement Agreement, to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery of this Agreement and the Settlement Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Settlement Agreement or to consummate the Transactions (other than, with respect to the Dissolution and Plan of Liquidation, the approval and adoption of the Dissolution and Plan of Liquidation by the holders of a majority of the then-outstanding shares of Common Stock and the filing and recordation of appropriate documents as required by Delaware Law). Each of this Agreement and the Settlement Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Exeter and Purchaser, constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its terms.