Common use of Authorization and Validity of Agreements Clause in Contracts

Authorization and Validity of Agreements. The Stockholders have the legal capacity, right, power and authority to enter into this Agreement and the Consulting and Noncompetition Agreements. The Seller has the full right, power and authority to execute, acknowledge, seal and deliver this Agreement and to perform the transactions contemplated by this Agreement. The execution, acknowledgment, sealing and delivery of this Agreement by the Seller and the performance by the Seller of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action. This Agreement has been duly executed, acknowledged, sealed and delivered by the Seller and is the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms. The Consulting and Noncompetition Agreements are legal, valid and binding obligations of each of the Stockholders, enforceable against each of the Stockholders in accordance with its terms, except in each case as such enforceability may be limited by general principles of equity, bankruptcy, insolvency, moratorium and similar laws relating to creditors' rights generally.

Authorization and Validity of Agreements. The Stockholders have the legal capacity, right, power power, and authority to enter into this Agreement and the Consulting and Noncompetition Agreements. The Seller has the full right, power and authority to execute, acknowledge, seal and deliver this Agreement and to perform the transactions contemplated by this Agreement. The execution, acknowledgment, sealing and delivery of this Agreement by the Seller and the performance by the Seller of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate and stockholder action. This Agreement has been duly executed, acknowledged, sealed and delivered by the Seller and is the legal, valid and binding obligation of the Seller, Seller and enforceable against the Seller in accordance with its terms. The Consulting and Noncompetition Agreements are Agreements, when executed, acknowledged, sealed and delivered by the Seller, will be the legal, valid and binding obligations of each obligation of the StockholdersSeller, enforceable against each of the Stockholders Seller, in accordance with its terms, except in each case as such enforceability may be limited by general principles of equity, bankruptcy, insolvency, moratorium and similar laws relating to creditors' creditors rights generally.