Common use of Authorization; Binding Effect Clause in Contracts

Authorization; Binding Effect. (a) Each of Buyer and Parent has all requisite power and authority to execute and deliver this Agreement and each Collateral Agreement to which it will be a party and to consummate the transactions contemplated hereby and thereby, and has duly authorized the execution, delivery and performance of this Agreement and each Collateral Agreement to which it will be a party by all requisite action. (b) This Agreement and each Collateral Agreement to which it will be a party has been or, on or prior to the Closing will be, duly executed and delivered by Buyer and, assuming due execution by Seller, this Agreement is, and each Collateral Agreement to which Buyer will be a party, when duly executed and delivered by Buyer, will be, valid and legally binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except as such agreements may be subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws and equitable principles relating to or affecting or qualifying the rights of creditors generally and general principles of equity.. This Agreement has been duly executed and delivered by Parent and, assuming due execution by Seller, this Agreement is a valid and legally binding obligation of Parent, enforceable against Parent in accordance with its terms, except as such agreement may be subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws and equitable principles relating to or affecting or qualifying the rights of creditors generally and general principles of equity.

Authorization; Binding Effect. (a) Each of Buyer and Parent has all requisite corporate power and authority to execute and deliver this Agreement and each Collateral Agreement to which it is or will be a party and to consummate effect the transactions contemplated hereby and thereby, and has duly authorized the . The execution, delivery and performance by Buyer of this Agreement and each Collateral Agreement to which it is or will be a party and the consummation by all requisite actionBuyer of the transactions contemplated hereby and thereby has been duly and validly approved by Buyer’s Board of Directors and such number of its shareholders as is required by Colorado law and Buyer’s Articles of Incorporation, and no other corporate actions or proceedings on the part of Buyer are necessary to authorize the execution, delivery and performance by Buyer of this Agreement or the Collateral Agreements to which it is or will be a party or the transactions contemplated hereby and thereby. (b) This Buyer has duly and validly executed and delivered this Agreement. When this Agreement and each of the Collateral Agreement Agreements to which it Buyer is or will be a party has have been or, on or prior to the Closing will be, duly executed and delivered by Buyer and, and (assuming due execution by Seller), this Agreement is, and each such Collateral Agreement to which Buyer it is a party will be a party, when duly executed and delivered by Buyer, will be, constitute valid and legally binding obligations of Buyer, enforceable against Buyer them in accordance with their respective terms, except as such agreements may be subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws and equitable principles relating to or affecting or qualifying the rights of creditors generally and general principles of equity.. This Agreement has been duly executed and delivered by Parent and, assuming due execution by Seller, this Agreement is a valid and legally binding obligation of Parent, enforceable against Parent in accordance with its terms, except as such agreement may be subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws and equitable principles relating to or affecting or qualifying the rights of creditors generally and general principles of equity.

Authorization; Binding Effect. (a) Each of Buyer and Parent Seller has all requisite company power and authority to execute and deliver this Agreement and each Collateral Agreement to which it is or will be a party and to consummate effect the transactions contemplated hereby and thereby, and has duly authorized the . The execution, delivery and performance by Seller of this Agreement and each Collateral Agreement to which it is or will be a party and the consummation by all requisite actionSeller of the transactions contemplated hereby and thereby have been duly and validly approved by Seller’s Board of Directors, and such number of its shareholders as is required by Colorado law and Seller’s Articles of Incorporation to authorize performance of this Agreement and the Collateral Agreements, and no other company actions or proceedings on the part of Seller, Seller’s shareholders or any Affiliate of Seller are necessary to authorize the execution, delivery and performance by Seller of this Agreement or the Collateral Agreements to which it is or will be a party or the transactions contemplated hereby and thereby. (b) This Seller has duly and validly executed and delivered this Agreement. When this Agreement and each of the Collateral Agreement to which it will be a party has Agreements have been or, on or prior to the Closing will be, duly executed and delivered by Buyer and, Seller (assuming due execution by Buyer and any party to such agreements other than Seller), this Agreement is, and each such Collateral Agreement to which Buyer will be a party, when duly executed and delivered by Buyer, will be, constitute valid and legally binding obligations of BuyerSeller, enforceable against Buyer Seller in accordance with their respective terms, except as such agreements may be subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws and equitable principles relating to or affecting or qualifying the rights of creditors generally and general principles of equity.. This Agreement has been duly executed and delivered by Parent and, assuming due execution by Seller, this Agreement is a valid and legally binding obligation of Parent, enforceable against Parent in accordance with its terms, except as such agreement may be subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws and equitable principles relating to or affecting or qualifying the rights of creditors generally and general principles of equity.

Authorization; Binding Effect. (a) Each of Buyer and Parent Seller has all requisite company power and authority to execute and deliver this Agreement and each Collateral Transaction Agreement to which it is or will be a party and to consummate effect the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and each Transaction Agreement to which it is or will be a party and the consummation by Sellers of the transactions contemplated hereby and thereby have been duly and validly approved by each Seller’s Board of Directors, and, with respect to CRA and CCI, such number of its equity holders as is required by Texas law and CRA’s Certificate of Formation to authorize performance of this Agreement and the Transaction Agreements, and has duly authorized no other company actions or proceedings on the part of a Seller, a Seller’s equity holders or any Affiliate of a Seller are necessary to authorize the execution, delivery and performance by Sellers of this Agreement and each Collateral Agreement or the Transaction Agreements to which it any such Seller is or will be a party by all requisite actionor the transactions contemplated hereby and thereby. (b) This Each Seller has duly and validly executed and delivered this Agreement. When this Agreement and each Collateral Agreement to which it will be a party has of the Transaction Agreements have been or, on or prior to the Closing will be, duly executed and delivered by Buyer and, such Seller (assuming due execution by Buyer and any party to such agreements other than Seller), this Agreement is, and each Collateral such Transaction Agreement to which Buyer will be a party, when duly executed and delivered by Buyer, will be, constitute valid and legally binding obligations of Buyersuch Seller, enforceable against Buyer such Seller in accordance with their respective terms, except as such agreements may be subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws and equitable principles relating to or affecting or qualifying the rights of creditors generally and general principles of equity.. This Agreement has been duly executed and delivered by Parent and, assuming due execution by Seller, this Agreement is a valid and legally binding obligation of Parent, enforceable against Parent in accordance with its terms, except as such agreement may be subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws and equitable principles relating to or affecting or qualifying the rights of creditors generally and general principles of equity.

Authorization; Binding Effect. (a) Each of Buyer Buyer, Parent and Parent Merger Sub has all requisite full limited liability company or corporate power and authority to carry on its business as is presently conducted, to execute and deliver this Agreement and each Collateral Agreement the other documents contemplated hereby to which it will be is a party party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each of Buyer, Parent and has duly authorized the execution, delivery and performance Merger Sub of this Agreement and each Collateral Agreement the other documents contemplated hereby to which it will be is a party party, the performance by Buyer, Parent and Merger Sub of their respective obligations hereunder and thereunder and the consummation by Buyer and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate or other organizational action. (b) This Agreement and each Collateral Agreement the other documents contemplated hereby to which it Buyer, Parent or Merger Sub is a party have been or will be a party has been or, on or prior to the Closing will be, duly executed and delivered by Buyer and, assuming due execution by Seller, this Agreement is, and each Collateral Agreement to which Buyer will be a party, when duly executed and delivered by Buyer, will beParent and Merger Sub and constitute, valid and legally binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except as such agreements may be subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws and equitable principles relating to or affecting or qualifying the rights of creditors generally and general principles of equity.. This Agreement has been duly when executed and delivered by Parent andwill constitute, assuming due execution by Seller, this Agreement is a the valid and legally binding obligation of Parent, Buyer and Merger Sub, enforceable against Parent in accordance with its termstheir terms and conditions, except as such agreement enforceability may be subject to limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting creditors’ rights generally and other similar laws and by general equitable principles relating to (whether considered in a proceeding at law or affecting or qualifying the rights of creditors generally and general principles of in equity).

Authorization; Binding Effect. (ai) Each of Buyer and Parent Seller has all requisite corporate power and authority to execute and deliver this Agreement and each the Collateral Agreement Agreements to which it will be a party and to consummate effect the transactions contemplated hereby and thereby, and has duly authorized the execution, delivery and performance of this Agreement and each the Collateral Agreement Agreements to which it will be a party have been duly authorized by all requisite corporate action and does not require the approval of Seller’s stockholders. (ii) Each Subsidiary that has title to any Purchased Asset or is an obligor under an Assumed Liability has all requisite corporate power and authority to execute and deliver the Collateral Agreements to which it will be a party and to effect the transactions contemplated thereby, and the execution, delivery and performance of the Collateral Agreements to which it will be a party have been duly authorized by all requisite corporate action. (b) This Agreement and each Collateral Agreement to which it will be a party has been or, on or prior to the Closing will be, duly executed and delivered by Buyer and, assuming due execution by Seller, Seller and this Agreement is, and each the Collateral Agreement Agreements to which Buyer Seller and each Subsidiary that has title to any Purchased Asset or is an obligor under an Assumed Liability will be a party, when duly executed and delivered by BuyerSeller or such Subsidiary, will be, valid and legally binding obligations of BuyerSeller or such Subsidiary, enforceable against Buyer Seller or such Subsidiary, as applicable, in accordance with their respective terms, terms except as such agreements that the enforcement hereof or thereof may be subject to limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar laws and equitable principles now or hereafter in effect relating to or affecting or qualifying the creditors’ rights of creditors generally generally, and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity.. This Agreement has been duly executed and delivered by Parent and, assuming due execution by Seller, this Agreement is a valid and legally binding obligation of Parent, enforceable against Parent in accordance with its terms, except as such agreement may be subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws and equitable principles relating to or affecting or qualifying the rights of creditors generally and general principles of equity).

Authorization; Binding Effect. (a) Each Subject to obtaining board and/or shareholder approval of Buyer and Parent this Agreement prior to Closing, each Seller has all requisite power and authority to execute and deliver this Agreement and each Collateral Agreement to which it is or will be a party and to consummate effect the transactions contemplated hereby and thereby, and has duly authorized the . The execution, delivery and performance by Demonsaw of this Agreement and each Collateral Agreement to which it is or will be a party and the consummation by all requisite actionDemonsaw of the transactions contemplated hereby and thereby have been duly and validly approved by Demonsaw’s shareholders and board of directors, and no other company actions or proceedings on the part of Demonsaw or any Affiliate of Demonsaw are necessary to authorize the execution, delivery and performance by Demonsaw of this Agreement or the Collateral Agreements to which it is or will be a party or the transactions contemplated hereby and thereby save and except shareholder approval. (b) This Sellers have duly and validly executed and delivered this Agreement. When this Agreement and each of the Collateral Agreement Agreements to which it Sellers are or will be a party has Party have been or, on or prior to the Closing will be, duly executed and delivered by Buyer and, Sellers (assuming due execution by SellerBuyer, Parent and any party to such agreements other than Sellers), this Agreement is, and each such Collateral Agreement to which Buyer will be a party, when duly executed and delivered by Buyer, will be, constitute valid and legally binding obligations of BuyerSellers, enforceable against Buyer Sellers in accordance with their respective terms, except as such agreements may be subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws and equitable principles relating to or affecting or qualifying the rights of creditors generally and general principles of equity.. This Agreement has been duly executed and delivered by Parent and, assuming due execution by Seller, this Agreement is a valid and legally binding obligation of Parent, enforceable against Parent in accordance with its terms, except as such agreement may be subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws and equitable principles relating to or affecting or qualifying the rights of creditors generally and general principles of equity.

Authorization; Binding Effect. (a) Each of Buyer and Parent has all requisite corporate power and authority to execute and deliver this Agreement and each Collateral Agreement to which it is or will be a party and to consummate effect the transactions contemplated hereby and thereby, and has duly authorized the . The execution, delivery and performance by each of Buyer and Parent of this Agreement and each Collateral Agreement to which it is or will be a party and the consummation by all requisite actionBuyer and Parent, respectively, of the transactions contemplated hereby and thereby have been duly and validly approved by Buyer’s or Parent’s board of directors, and no other corporate actions or proceedings on the part of Buyer or Parent or any affiliate of Buyer or Parent are necessary to authorize the execution, delivery and performance by Buyer or Parent of this Agreement or the Collateral Agreements to which it is or will be a party or the transactions contemplated hereby and thereby. (b) This Each of Buyer and Parent has duly and validly executed and delivered this Agreement and each the Collateral Agreement Agreements to be delivered at Closing to which it will be is a party has been or, on or prior to the Closing will be, duly executed and delivered by Buyer and, assuming party. Assuming due execution by Seller, this Agreement is, and each such Collateral Agreement to which Buyer will be a party, when duly executed and delivered by Buyer, will be, constitutes valid and legally binding obligations of BuyerBuyer and Parent, as applicable, enforceable against Buyer it in accordance with their its respective terms, except as such agreements may be subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws and equitable principles relating to or affecting or qualifying the rights of creditors generally and general principles of equity.. This Agreement has been duly executed and delivered by Parent and, assuming due execution by Seller, this Agreement is a valid and legally binding obligation of Parent, enforceable against Parent in accordance with its terms, except as such agreement may be subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws and equitable principles relating to or affecting or qualifying the rights of creditors generally and general principles of equity.

Authorization; Binding Effect. (a) Each of Buyer and Parent has have all requisite corporate power and authority to execute and deliver this Agreement and each Collateral Agreement to which it they are or will be a party parties and to consummate effect the transactions contemplated hereby and thereby, and has duly authorized the . The execution, delivery and performance by Buyer and Parent of this Agreement and each Collateral Agreement to which it they are or will be a party parties and the consummation by all requisite actionBuyer and Parent of the transactions contemplated hereby and thereby have been duly and validly approved by Buyer’s and Parent’s boards of directors, and no other corporate actions or proceedings on the part of Buyer or Parent are necessary to authorize the execution, delivery and performance by Buyer of this Agreement or the Collateral Agreements to which they are or will be parties or the transactions contemplated hereby and thereby. (b) This Buyer and Parent have duly and validly executed and delivered this Agreement. When this Agreement and each of the Collateral Agreement Agreements to which it Buyer and Parent are or will be a party has have been or, on or prior to the Closing will be, duly executed and delivered by Buyer and, and Parent and (assuming due execution by SellerSellers), this Agreement is, and each such Collateral Agreement to which Buyer they are parties will be a party, when duly executed and delivered by Buyer, will be, constitute valid and legally binding obligations of BuyerBuyer and Parent, enforceable against Buyer them in accordance with their respective terms, except as such agreements may be subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws and equitable principles relating to or affecting or qualifying the rights of creditors generally and general principles of equity.. This Agreement has been duly executed . (c) As of the date hereof, the authorized capital stock of Parent is 75,000,000 shares of Common Stock, par value $0.001 per share, of which 23,800,00 (exclusive of the Purchase Price Shares) are issued and delivered by Parent andoutstanding, assuming due execution by Sellerand 1,500,000 shares of preferred stock, this Agreement is a valid par value $0.001 per share, of which zero are issued and legally binding obligation outstanding. Except as otherwise disclosed herein or as disclosed in the SEC Documents, (i) no shares of Parent, enforceable against Parent in accordance with its terms, except as such agreement may be ’s capital stock are subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and preemptive rights or any other similar laws rights or any liens or encumbrances suffered or permitted by Parent, (ii) there are no outstanding debt securities, (iii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, any shares of capital stock of Parent or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which Parent or any of its subsidiaries is or may become bound to issue additional shares of capital stock of Parent or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of Parent or any of its subsidiaries, (iv) other than as disclosed in the SEC Documents, there are no agreements or arrangements under which Parent or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act, (v) there are no outstanding securities or instruments of Parent or any of its subsidiaries which contain any redemption or similar provisions, and equitable principles relating there are no contracts, commitments, understandings or arrangements by which Parent or any of its subsidiaries is or may become bound to redeem a security of Parent or any of its subsidiaries, (vi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchase Price Shares as described in this Agreement, as applicable, and (vii) Parent does not have any restricted stock units, stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. Parent has furnished to the Sellers (and its designees) true and correct copies of Parent’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and Parent’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the SEC Documents disclose summaries of the terms of all securities convertible into or exercisable for Common Stock, if any, and copies of any documents containing the material rights of the holders thereof in respect thereto. The foregoing is subject to the following issuances contemplated prior to or affecting or qualifying contemporaneously at Closing: (i) 900,000 shares of Common Stock issued with respect to the rights cash exercise of creditors generally the Company’s warrants at an exercise price of $0.25 per share; (ii) 2,500,000 shares of Common Stock to be issued to directors, officers and general principles employees of equityParent; and (iii) 23,800,000 restricted shares of Common Stock to be issued pursuant to the D-Vasive APA.

Authorization; Binding Effect. (a) Each of Buyer and Parent has have all requisite corporate power and authority to execute and deliver this Agreement and each Collateral Agreement to which it they are or will be a party parties and to consummate effect the transactions contemplated hereby and thereby, and has duly authorized the . The execution, delivery and performance by Buyer and Parent of this Agreement and each Collateral Agreement to which it they are or will be a party parties and the consummation by all requisite actionBuyer and Parent of the transactions contemplated hereby and thereby have been duly and validly approved by Buyer’s and Parent’s boards of directors, and no other corporate actions or proceedings on the part of Buyer or Parent are necessary to authorize the execution, delivery and performance by Buyer of this Agreement or the Collateral Agreements to which they are or will be parties or the transactions contemplated hereby and thereby. (b) This Buyer and Parent have duly and validly executed and delivered this Agreement. When this Agreement and each of the Collateral Agreement Agreements to which it Buyer and Parent are or will be a party has have been or, on or prior to the Closing will be, duly executed and delivered by Buyer and, and Parent and (assuming due execution by SellerSellers), this Agreement is, and each such Collateral Agreement to which Buyer they are parties will be a party, when duly executed and delivered by Buyer, will be, constitute valid and legally binding obligations of BuyerBuyer and Parent, enforceable against Buyer them in accordance with their respective terms, except as such agreements may be subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws and equitable principles relating to or affecting or qualifying the rights of creditors generally and general principles of equity.. This Agreement has been duly executed . (c) As of the date hereof, the authorized capital stock of Parent is 75,000,000 shares of Common Stock, par value $0.001 per share, of which [18,200,000] (exclusive of the Purchase Price Shares) are issued and delivered by Parent andoutstanding, assuming due execution by Sellerand 1,500,000 shares of preferred stock, this Agreement is a valid par value $0.001 per share, of which [ ] are issued and legally binding obligation outstanding. Except as otherwise disclosed herein or as disclosed in the SEC Documents, (i) no shares of Parent, enforceable against Parent in accordance with its terms, except as such agreement may be ’s capital stock are subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and preemptive rights or any other similar laws rights or any liens or encumbrances suffered or permitted by Parent, (ii) there are no outstanding debt securities, (iii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, any shares of capital stock of Parent or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which Parent or any of its subsidiaries is or may become bound to issue additional shares of capital stock of Parent or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of Parent or any of its subsidiaries, (iv) other than as disclosed in the SEC Documents, there are no agreements or arrangements under which Parent or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act, (v) there are no outstanding securities or instruments of Parent or any of its subsidiaries which contain any redemption or similar provisions, and equitable principles relating there are no contracts, commitments, understandings or arrangements by which Parent or any of its subsidiaries is or may become bound to redeem a security of Parent or affecting any of its subsidiaries, (vi) there are no securities or qualifying instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchase Price as described in this Agreement, as applicable, and (vii) Parent does not have any restricted stock units, stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. Parent has furnished to the Sellers (and its designees) true and correct copies of Parent’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and Parent’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the SEC Documents disclose summaries of the terms of all securities convertible into or exercisable for Common Stock, if any, and copies of any documents containing the material rights of creditors generally the holders thereof in respect thereto. The foregoing is subject to the following issuances contemplated prior to Closing: (i) 5,400,000 shares of Common Stock issued with respect to the cash exercise of the Company’s warrants at an exercise price of $0.25 per share; and general principles (ii) 2,500,000 shares of equityCommon Stock to be issued to directors, officers and employees of Parent.

Authorization; Binding Effect. (a) Each Subject to obtaining board and/or shareholder approval of Buyer and Parent this Agreement prior to Closing, each Seller has all requisite power and authority to execute and deliver this Agreement and each Collateral Agreement to which it is or will be a party and to consummate effect the transactions contemplated hereby and thereby, and has duly authorized the . The execution, delivery and performance by AFI of this Agreement and each Collateral Agreement to which it is or will be a party and the consummation by all requisite actionAFI of the transactions contemplated hereby and thereby have been duly and validly approved by AFI’s shareholders and board of directors, and no other company actions or proceedings on the part of AFI or any Affiliate of AFI are necessary to authorize the execution, delivery and performance by AFI of this Agreement or the Collateral Agreements to which it is or will be a party or the transactions contemplated hereby and thereby save and except shareholder approval. (b) This Sellers have duly and validly executed and delivered this Agreement. When this Agreement and each of the Collateral Agreement Agreements to which it Sellers are or will be a party has Party have been or, on or prior to the Closing will be, duly executed and delivered by Buyer and, Sellers (assuming due execution by SellerBuyer, Parent and any party to such agreements other than Sellers), this Agreement is, and each such Collateral Agreement to which Buyer will be a party, when duly executed and delivered by Buyer, will be, constitute valid and legally binding obligations of BuyerSellers, enforceable against Buyer Sellers in accordance with their respective terms, except as such agreements may be subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws and equitable principles relating to or affecting or qualifying the rights of creditors generally and general principles of equity.. This Agreement has been duly executed and delivered by Parent and, assuming due execution by Seller, this Agreement is a valid and legally binding obligation of Parent, enforceable against Parent in accordance with its terms, except as such agreement may be subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws and equitable principles relating to or affecting or qualifying the rights of creditors generally and general principles of equity.

Authorization; Binding Effect. (a) Each of Buyer and Parent The Company has all requisite full corporate power and authority to own, lease and operate its assets and properties and carry on its business as presently conducted. The Company has the requisite corporate power and authority to (a) execute and deliver this Agreement and each Collateral Agreement the other documents contemplated hereby to which it will is or is specified to be a party party, (b) perform its obligations hereunder and to thereunder and (c) consummate the transactions contemplated hereby and thereby, subject in the case of the Merger to receiving the Requisite Stockholder Approval. The execution and has duly authorized delivery by the execution, delivery and performance Company of this Agreement and each Collateral Agreement the other documents contemplated hereby to which it will the Company is or is specified to be a party party, the performance by the Company of its obligations hereunder and thereunder, and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite action. (b) corporate action other than the Requisite Stockholder Approval, which is the only vote or approval of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and any of the documents contemplated hereby and to approve the transactions contemplated hereby and thereby. The Requisite Stockholder Approval will have been duly and validly obtained by virtue of the Stockholder Written Consent delivered to the Company in accordance with the DGCL. This Agreement has been, and each Collateral Agreement to which it will be a party has been or, on or prior to the Closing the other documents contemplated hereby to which the Company is or is specified to be a party have been or will be, be duly executed and delivered by Buyer andthe Company and assuming the due authorization, assuming due execution and delivery by Sellereach of the other parties hereto, this Agreement isconstitute, and each Collateral Agreement to which Buyer will be a party, or when duly executed and delivered by Buyerwill constitute, will bethe legal, valid and legally binding obligations obligation of Buyerthe Company, enforceable against Buyer in accordance with their respective termsterms and conditions, except as such agreements enforceability may be subject to limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting the enforceability of creditors’ rights generally and other similar laws and by general equitable principles relating to (whether considered in a proceeding at law or affecting or qualifying in equity) (the rights of creditors generally and general principles of equity.. This Agreement has been duly executed and delivered by Parent and, assuming due execution by Seller, this Agreement is a valid and legally binding obligation of Parent, enforceable against Parent in accordance with its terms, except as such agreement may be subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws and equitable principles relating to or affecting or qualifying the rights of creditors generally and general principles of equity“Enforceability Exceptions”).

Authorization; Binding Effect. (a) Each of Buyer and Parent Seller has all requisite corporate power and authority to execute and deliver this Agreement and each the Collateral Agreements. The execution, delivery and performance by Seller of this Agreement and the Collateral Agreements, and the consummation by Seller of the transactions contemplated hereby have been duly and validly approved by Seller’s board of directors, and no other corporate actions or proceedings on the part of Seller are necessary to authorize the execution, delivery and performance by Seller of this Agreement and the Collateral Agreements to which it is or will be a party and to consummate Party or the transactions contemplated hereby and thereby, and has duly authorized the execution, delivery and performance of this Agreement and each Collateral Agreement to which it will be a party by all requisite action. (b) This Seller has duly and validly executed and delivered this Agreement and the Collateral Agreements. When this Agreement and each of the Collateral Agreement Agreements to which it Seller is or will be a party has Party have been or, on or prior to the Closing will be, duly executed and delivered by Buyer and, Seller (assuming due execution by Buyer and any party to such agreements other than Seller), this Agreement is, and each such Collateral Agreement to which Buyer will be a party, when duly executed and delivered by Buyer, will be, constitute valid and legally binding obligations of BuyerSeller, enforceable against Buyer Seller in accordance with their respective terms, except as such agreements may be subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws and equitable principles relating to or affecting or qualifying the rights of creditors generally and general principles of equity.. This Agreement has been duly executed and delivered by Parent and, assuming due execution by Seller, this Agreement is a valid and legally binding obligation of Parent, enforceable against Parent in accordance with its terms, except as such agreement may be subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws and equitable principles relating to or affecting or qualifying the rights of creditors generally and general principles of equity.

Authorization; Binding Effect. (a) Each of Buyer and Parent Seller has all requisite corporate power and authority to execute and deliver this Agreement and each the Collateral Agreements. The execution, delivery and performance by Seller of this Agreement and the Collateral Agreements, and the consummation by Seller of the transactions contemplated hereby have been duly and validly approved by Seller’s board of directors and its shareholders, and no other corporate actions or proceedings on the part of Seller are necessary to which it will be a party authorize the execution, delivery and to consummate performance by Seller of this Agreement and the Collateral Agreements or the transactions contemplated hereby and thereby, and has duly authorized the execution, delivery and performance of this Agreement and each Collateral Agreement to which it will be a party by all requisite action. (b) This Seller has duly and validly executed and delivered this Agreement and the Collateral Agreements. When this Agreement and each of the Collateral Agreement Agreements to which it Seller is or will be a party has Party have been or, on or prior to the Closing will be, duly executed and delivered by Buyer and, Seller (assuming due execution by Buyer and any party to such agreements other than Seller), this Agreement is, and each such Collateral Agreement to which Buyer will be a party, when duly executed and delivered by Buyer, will be, constitute valid and legally binding obligations of BuyerSeller, enforceable against Buyer Seller in accordance with their respective terms, except as such agreements may be subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws and equitable principles relating to or affecting or qualifying the rights of creditors generally and general principles of equity.. This Agreement has been duly executed and delivered by Parent and, assuming due execution by Seller, this Agreement is a valid and legally binding obligation of Parent, enforceable against Parent in accordance with its terms, except as such agreement may be subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws and equitable principles relating to or affecting or qualifying the rights of creditors generally and general principles of equity.