Common use of Authorization; Binding Obligation Clause in Contracts

Authorization; Binding Obligation. The Seller, and to the extent it is a party thereto, the Company, have all requisite corporate power and authority to execute and deliver this Agreement and the Other Documents executed and delivered by such parties pursuant hereto or in connection herewith, and to consummate the transactions contemplated hereby and thereby and to perform their obligations hereunder and thereunder. The execution and delivery of this Agreement and the Other Documents executed and delivered by the Seller and the Company pursuant hereto or in connection herewith, and the consummation of the transactions contemplated hereby and thereby by such parties, have been duly and validly authorized by the Boards of Directors of such parties, and no other corporate proceedings on the part of the Seller or the Company are necessary to authorize this Agreement or the Other Documents executed and delivered by such parties pursuant hereto or in connection herewith, or for such parties to consummate the transactions contemplated hereby and thereby. This Agreement and the Other Documents executed and delivered by the Seller and the Company pursuant hereto or in connection herewith have been duly and validly executed and delivered by such parties and, assuming the due authorization, execution and delivery by Niagara, the Buyer and any other party thereto, constitute legal, valid and binding obligations of the Seller and the Company, as the case may be, enforceable against such parties in accordance with their respective terms. Except as and to the extent set forth on Schedule 2.4 of the Disclosure Schedule, no power of attorney has been granted by the Seller or the Company and is currently in force with respect to any matter relating to the Company, the Shares, the Business or the Company's assets.

Authorization; Binding Obligation. The Seller, and Subject to the extent it is a party theretofulfillment of all of the Conditions Precedent contained in Section ‎8.1, the Company, have Buyer has all requisite corporate necessary power and authority to execute and deliver this Agreement Agreement, and the Other Documents each Transaction Document required to be executed and delivered by such parties it pursuant hereto or in connection herewithto this Agreement, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and to perform their obligations hereunder and thereunderthereby. The execution and delivery by Buyer of this Agreement and the Other Documents each Transaction Document required to be executed and delivered by it pursuant to this Agreement, the Seller performance of its obligations hereunder and the Company pursuant hereto or in connection herewiththereunder, and the consummation by Buyer of the transactions contemplated hereby and thereby by such partiesthereby, have been duly and validly authorized by all required corporate action on the Boards part of Directors of such partiesBuyer, and no other corporate proceedings on the part of the Seller or the Company Buyer are necessary to authorize this Agreement or any such Transaction Document or to consummate the Other transactions so contemplated herein and therein. This Agreement has been, and each of the Transaction Documents required to be executed and delivered by such parties Buyer pursuant hereto or in connection herewithto this Agreement, or for such parties to consummate the transactions contemplated hereby and thereby. This Agreement and the Other Documents when executed and delivered by the Seller and the Company pursuant hereto or in connection herewith have been delivered, will be, duly and validly executed and delivered by Buyer, and this Agreement constitutes, and each such parties andTransaction Document, assuming the due authorizationwhen executed and delivered, execution and delivery by Niagarawill constitute, the Buyer and any other party thereto, constitute a legal, valid and binding obligations obligation of the Seller and the Company, as the case may beBuyer, enforceable against such parties it in accordance with their respective its terms. Except as and to the extent set forth on Schedule 2.4 of the Disclosure Schedule, no power of attorney has been granted by the Seller or the Company and is currently in force with respect to any matter relating to the Company, the Shares, the Business or the Company's assets.

Authorization; Binding Obligation. The Seller, and 5.2.1. Subject to the extent it is a party theretofulfillment of all of the Conditions Precedent contained in Section ‎8.1, the Company, have Seller Group has all requisite corporate necessary power and authority to execute and deliver this Agreement Agreement, and the Other Documents each Transaction Document required to be executed and delivered by such parties it pursuant hereto or in connection herewithto this Agreement, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and to perform their obligations hereunder and thereunderthereby. The execution and delivery by Seller of this Agreement and the Other Documents each Transaction Document required to be executed and delivered by it pursuant to this Agreement, the Seller performance of its obligations hereunder and the Company pursuant hereto or in connection herewiththereunder, and the consummation by Seller of the transactions contemplated hereby and thereby by such partiesthereby, have been duly and validly authorized by all required corporate action on the Boards part of Directors of such partiesSeller, and no other corporate proceedings on the part of the Seller or the Company are necessary to authorize this Agreement or any such Transaction Document or on the Other Documents executed and delivered by such parties pursuant hereto or in connection herewith, or for such parties part of Seller Group to consummate the transactions contemplated hereby herein and therebytherein. This Agreement has been, and each of the Other Transaction Documents required to be executed and delivered by the Seller it pursuant to this Agreement, when executed and the Company pursuant hereto or in connection herewith have been delivered by Seller, will be, duly and validly executed and delivered by Seller, and this Agreement constitutes, and each such parties andTransaction Document, assuming the due authorizationwhen executed and delivered, execution and delivery by Niagarawill constitute, the Buyer and any other party thereto, constitute a legal, valid and binding obligations obligation of the Seller and the Company, as the case may be, enforceable against such parties Seller in accordance with their respective terms. Except as There is no outstanding Order binding on the Seller Group, and Seller Group is not a party to or bound by any agreement, restricting the extent set forth on Schedule 2.4 transfer or sale of any of the Disclosure Schedule, no power Acquired Assets or the free and unhindered use of attorney has been granted the Acquired Assets by the Seller or Buyer after the Company and is currently in force with respect to any matter relating to the Company, the Shares, the Business or the Company's assetsClosing.

Authorization; Binding Obligation. The Seller, and to the extent it is a party thereto, the Company, have Company has all requisite necessary corporate power and authority authority, and the Stockholder has all necessary personal power and authority, to execute and deliver this Agreement, each Related Agreement to which the Company or the Stockholder is a party and the Other Documents each other instrument or document required to be executed and delivered by it or him pursuant to this Agreement or any such parties pursuant hereto Related Agreement, and to perform its or in connection herewith, his respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and to perform their obligations hereunder and thereunderthereby. The execution and delivery by the Company of this Agreement and each Related Agreement to which it is a party, the Other Documents executed performance of its obligations hereunder and delivered by the Seller and the Company pursuant hereto or in connection herewiththereunder, and the consummation of the transactions contemplated hereby and thereby by such partiesthereby, have been duly and validly authorized by all necessary action on the Boards part of Directors of such parties, the Company and no other corporate proceedings on the part of the Seller or the Company are necessary to authorize this Agreement or any Related Agreement to which the Other Documents Company is a party or to consummate the transactions so contemplated herein and therein. This Agreement has been, and each of the Related Agreements to which the Company or the Stockholder is a party, when executed and delivered by such parties pursuant hereto or in connection herewithPerson, or for such parties to consummate the transactions contemplated hereby and thereby. This Agreement and the Other Documents executed and delivered by the Seller and the Company pursuant hereto or in connection herewith have been will be, duly and validly executed and delivered by such parties andPerson, assuming the due authorizationand this Agreement constitutes, execution and delivery each Related Agreement to which such Person is a party, when executed and delivered by Niagara, the Buyer such Person and any each other party hereto and thereto, constitute will constitute, a legal, valid and binding obligations obligation of the Seller and the Company, as the case may be, such Person enforceable against such parties Person in accordance with their respective its terms. Except , except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and to the extent set forth on Schedule 2.4 other Laws of the Disclosure Schedule, no power general application affecting enforcement of attorney has been granted creditors’ rights generally and (ii) as limited by the Seller or the Company and is currently in force with respect to any matter Laws relating to the Companyavailability of specific performance, injunctive relief or other equitable remedies (the Shares, the Business or the Company's assets“Enforceability Exceptions”).

Authorization; Binding Obligation. (a) The Seller, and to the extent it is a party thereto, the Company, have Company has all requisite corporate power and authority to execute enter into and deliver this Agreement Agreement, the Certificate of Merger, and each of the Other Documents other agreements, certificates or documents required to be executed in accordance herewith (collectively, the “Related Agreements”) to which it is or will be a party, to perform its obligations hereunder and delivered by such parties pursuant hereto or in connection herewith, thereunder and to consummate the transactions contemplated hereby and thereby thereby. Subject to Stockholder Approval and to perform their obligations hereunder the filing and thereunder. The recordation of the Certificate of Merger in accordance with the DGCL, the execution and delivery by the Company of this Agreement and Agreement, the Other Documents executed and delivered by the Seller and the Company pursuant hereto or in connection herewithperformance of its obligations hereunder, and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby by such parties, have been duly and validly authorized by all necessary corporate action on the Boards part of Directors of such partiesthe Company Board (“Company Board Approval”) and, and other than the Stockholder Approval, no other corporate proceedings on the part of the Seller or the Company are necessary to authorize this Agreement or the Other Documents executed and delivered by such parties pursuant hereto or in connection herewith, or for such parties to consummate the Merger or any other transactions contemplated hereby hereby. As of the Closing Date, the Company will have delivered to Parent certified copies of the Company Board Approval and thereby. the Stockholder Approval and as of such date neither the Company Board Approval nor the Stockholder Approval will have been revoked, rescinded or amended. (b) This Agreement has been, and each of the Other Documents executed and delivered by the Seller and Related Agreements to which the Company pursuant hereto or in connection herewith have been is a party will be at the Closing, duly and validly executed and delivered by such parties the Company, and, assuming that this Agreement and the due authorizationRelated Agreements to which the Company is a party constitute the valid and binding agreement of the other parties hereto and thereto (other than the Company), execution this Agreement constitutes, and delivery by Niagarain the case of the Related Agreements they will at Closing constitute, the Buyer and any other party thereto, constitute legal, valid and binding obligations of the Seller and the Company, as the case may be, Company enforceable against such parties the Company in accordance with their respective terms. Except , subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar Laws affecting the enforcement of creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and to fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity); provided, however, that the extent set forth on Schedule 2.4 Certificate of Merger will not be effective until accepted by the Secretary of State of the Disclosure Schedule, no power State of attorney has been granted by the Seller or the Company and is currently in force with respect to any matter relating to the Company, the Shares, the Business or the Company's assetsDelaware.

Authorization; Binding Obligation. The Seller, and to the extent it is a party thereto, the Company, have Buyer has all requisite necessary corporate power and authority to execute and deliver this Agreement and the Other Documents each Related Agreement to which it is a party and each other instrument or document required to be executed and delivered by it pursuant to this Agreement or any such parties pursuant hereto or in connection herewithRelated Agreement, and to consummate the transactions contemplated hereby and thereby and to perform their all of its obligations hereunder and thereunder. The execution thereunder and delivery of this Agreement and the Other Documents executed and delivered by the Seller and the Company pursuant hereto or in connection herewith, and the consummation of the transactions contemplated hereby and thereby by such parties, have been duly and validly authorized by the Boards of Directors of such parties, and no other corporate proceedings on the part of the Seller or the Company are necessary to authorize this Agreement or the Other Documents executed and delivered by such parties pursuant hereto or in connection herewith, or for such parties to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and each Related Agreement to which it is a party, the performance of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite action on the part of Buyer and no other corporate proceedings on Buyer’s part are necessary to authorize this Agreement or any Related Agreement to which it is, or will become, a party or to consummate the transactions so contemplated herein and therein. This Agreement and the Other Documents executed and delivered by the Seller and the Company pursuant hereto or in connection herewith have has been duly and validly executed and delivered by such parties andBuyer, assuming the due authorizationand each Related Agreement to which Buyer is a party, execution when executed and delivery delivered by Niagara, the Buyer is or will be duly and validly executed and delivered by Buyer and any other this Agreement constitutes, and each Related Agreement to which Buyer is or will become a party theretowhen executed and delivered by Buyer constitutes or will constitute, constitute a legal, valid valid, and binding obligations obligation of the Seller and the Company, as the case may be, Buyer enforceable against such parties Buyer in accordance with their its respective terms. Except , except as and to the extent set forth on Schedule 2.4 of the Disclosure Schedule, no power of attorney has been granted limited by the Seller or the Company and is currently in force with respect to any matter relating to the Company, the Shares, the Business or the Company's assetsEnforceability Exceptions.

Authorization; Binding Obligation. The Seller, Each of Parent and to the extent it is a party thereto, the Company, have Buyer has all requisite necessary corporate power and authority to execute and deliver this Agreement, each Related Agreement to which Parent or the Buyer is a party and the Other Documents each other instrument or document required to be executed and delivered by it pursuant to this Agreement or any such parties pursuant hereto or in connection herewithRelated Agreement, and to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and to perform their obligations hereunder and thereunderthereby. The execution and delivery by Parent and the Buyer of this Agreement and each Related Agreement to which Parent or the Other Documents executed Buyer is a party, the performance of their respective obligations hereunder and delivered by the Seller and the Company pursuant hereto or in connection herewiththereunder, and the consummation by Parent and the Buyer of the transactions contemplated hereby and thereby by such partiesthereby, have been duly and validly authorized by all action on the Boards part of Directors of such parties, Parent and the Buyer and no other corporate proceedings on the part of Parent and the Seller or the Company Buyer are necessary to authorize this Agreement or the Other Documents executed and delivered by any Related Agreement to which such parties pursuant hereto or in connection herewithPerson is, or for such parties will become, a party or to consummate the transactions so contemplated hereby herein and therebytherein. This Agreement and the Other Documents executed and delivered by the Seller and the Company pursuant hereto or in connection herewith have has been duly and validly executed and delivered by Parent and the Buyer, and each Related Agreement to which Parent or the Buyer is a party, when executed and delivered by Parent or the Buyer, will be duly and validly executed and delivered by such parties andPerson, assuming and this Agreement constitutes, and each Related Agreement to which Parent or the due authorizationBuyer is a party, execution when executed and delivery delivered by Niagara, Parent or the Buyer and any each other party hereto and thereto, constitute will constitute, a legal, valid valid, and binding obligations obligation of the Seller Parent and the Company, as the case may beBuyer, enforceable against such parties Person in accordance with their respective terms. Except , except as and to the extent set forth on Schedule 2.4 of the Disclosure Schedule, no power of attorney has been granted limited by the Seller or the Company and is currently in force with respect to any matter relating to the Company, the Shares, the Business or the Company's assetsEnforceability Exceptions.

Authorization; Binding Obligation. The Seller, Each of the Seller and to the extent it is a party thereto, the Company, Parent have all requisite corporate necessary power and authority to execute and deliver this Agreement, each Related Agreement to which it is a party and the Other Documents each other instrument or document required to be executed and delivered by it pursuant to this Agreement or any such parties pursuant hereto or in connection herewithRelated Agreement, and to perform each of their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and to perform their obligations hereunder and thereunderthereby. The execution and delivery by each of the Seller and the Parent of this Agreement and each Related Agreement to which it is a party, the Other Documents executed performance of its obligations hereunder and delivered by the Seller and the Company pursuant hereto or in connection herewiththereunder, and the consummation of the transactions contemplated hereby and thereby by such partiesthereby, have been duly and validly authorized by all requisite action on the Boards part of Directors of such parties, the Seller and the Parent and no other corporate proceedings on the their part of the Seller or the Company are necessary to authorize this Agreement or the Other Documents executed and delivered by such parties pursuant hereto any Related Agreement to which it is a party or in connection herewith, or for such parties to consummate the transactions so contemplated hereby herein and therebytherein. This Agreement has been, and each of the Other Documents Related Agreements to which the Seller or the Parent is a party, when executed and delivered by the Seller and or the Company pursuant hereto or in connection herewith have been Parent, will be, duly and validly executed and delivered by such parties andthe Seller or the Parent, assuming as applicable, and this Agreement constitutes, and each Related Agreement to which the due authorizationSeller or the Parent is a party, execution when executed and delivery delivered by Niagarathe Seller or the Parent, the Buyer and any each other party hereto and thereto, constitute constitutes, a legal, valid and binding obligations obligation of the Seller and the Company, as the case may be, enforceable against such parties in accordance with their respective terms. Except as and to the extent set forth on Schedule 2.4 of the Disclosure Schedule, no power of attorney has been granted by the Seller or the Company Parent, as applicable, enforceable against the Seller or the Parent in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and is currently in force with respect to any matter other Laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by Laws relating to the Companyavailability of specific performance, the Shares, the Business injunctive relief or the Company's assetsother equitable remedies.

Authorization; Binding Obligation. The Seller, and to the extent it is a party thereto, the Company, have Buyer has all requisite corporate necessary limited liability company power and authority to execute and deliver this Agreement and the Other Documents each Related Agreement to which it is a party and each other instrument or document required to be executed and delivered by it pursuant to this Agreement or any such parties pursuant hereto or in connection herewithRelated Agreement, to perform all of its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and to perform their obligations hereunder and thereunderthereby. The execution and delivery by Buyer of this Agreement and each Related Agreement to which it is a party, the Other Documents executed performance of its obligations hereunder and delivered by the Seller and the Company pursuant hereto or in connection herewith, thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby by such parties, have been duly and validly authorized by all requisite action on the Boards part of Directors of such parties, Buyer and no other corporate proceedings on the part of the Seller or the Company Buyer are necessary to authorize this Agreement or the Other Documents executed and delivered by such parties pursuant hereto or in connection herewithany Related Agreement to which it is, or for such parties will become, a party or to consummate the transactions so contemplated hereby herein and therebytherein. This Agreement and the Other Documents executed and delivered by the Seller and the Company pursuant hereto or in connection herewith have has been duly and validly executed and delivered by such parties andBuyer, assuming the due authorizationand each Related Agreement to which Buyer is a party, execution when executed and delivery delivered by NiagaraBuyer, the is or will be duly and validly executed and delivered by Buyer, and this Agreement constitutes, and each Related Agreement to which Buyer is or will become a party when executed and any other party theretodelivered by Buyer constitutes or will constitute, constitute a legal, valid valid, and binding obligations obligation of the Seller and the Company, as the case may be, Buyer enforceable against such parties Buyer in accordance with their its respective terms. Except as and to , except for the extent set forth on Schedule 2.4 of the Disclosure Schedule, no power of attorney has been granted by the Seller or the Company and is currently in force with respect to any matter relating to the Company, the Shares, the Business or the Company's assetsEnforceability Exceptions.

Authorization; Binding Obligation. The Seller, and to the extent it is a party thereto, the Company, have Each Seller has all requisite necessary corporate power and authority to execute and deliver this Agreement Agreement, each Transaction Document to which it is a party and the Other Documents each other instrument or document required to be executed and delivered by it pursuant to this Agreement or any such parties pursuant hereto or in connection herewithTransaction Document, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and to perform their obligations hereunder and thereunderthereby. The execution and delivery by each Seller of this Agreement and each Transaction Document to which it is a party, the Other Documents executed performance of its respective obligations hereunder and delivered by the Seller and the Company pursuant hereto or in connection herewiththereunder, and the consummation of the transactions contemplated hereby and thereby by such partiesthereby, have been duly and validly authorized by all necessary action on the Boards of Directors part of such parties, Seller and no other corporate proceedings on the part of the such Seller or the Company are necessary to authorize this Agreement or any Transaction Document to which it is a party or to consummate the Other transactions so contemplated herein and therein. This Agreement has been, and each of the Transaction Documents to which either Seller is a party, when executed and delivered by such parties pursuant hereto or in connection herewithSeller, or for such parties to consummate the transactions contemplated hereby and thereby. This Agreement and the Other Documents executed and delivered by the Seller and the Company pursuant hereto or in connection herewith have been will be, duly and validly executed and delivered by such parties andSeller, assuming the due authorizationand this Agreement constitutes, execution and delivery each Transaction Document to which either Seller is a party, when executed and delivered by Niagarasuch Seller, the Buyer and any other party theretowill constitute, constitute a legal, valid and binding obligations obligation of the such Seller and the Company, as the case may be, enforceable against such parties Seller in accordance with their respective its terms. Except , except as and to the extent set forth on Schedule 2.4 of the Disclosure Scheduleenforceability thereof may be limited by bankruptcy, no power of attorney has been granted by the Seller insolvency, reorganization, moratorium or the Company and is currently in force with respect to any matter similar laws relating to or affecting the Company, the Shares, the Business rights of creditors generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or the Company's assetsat law).

Authorization; Binding Obligation. The Seller, Buyer and to the extent it is a party thereto, the Company, have Parent each has all requisite necessary corporate power and authority to execute and deliver this Agreement and the Other Documents executed each Related Agreement to which it is a party and delivered by such parties pursuant hereto or in connection herewith, to perform all of its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and to perform their obligations hereunder and thereunderthereby. The execution and delivery by the Buyer and the Parent of this Agreement and each Related Agreement to which it is a party, the Other Documents executed performance of its obligations hereunder and delivered by the Seller and the Company pursuant hereto or in connection herewiththereunder, and the consummation by the Buyer and the Parent of the transactions contemplated hereby and thereby by such parties, have been duly and validly authorized by all action on the Boards part of Directors of such partiesthe Buyer and the Parent, as applicable, and no other corporate proceedings on the part of the Seller Buyer or the Company Parent are necessary to authorize this Agreement or the Other Documents executed and delivered by such parties pursuant hereto or in connection herewithany Related Agreement to which it is, or for such parties will become, a party or to consummate the transactions so contemplated hereby herein and therebytherein. This Agreement and the Other Documents executed and delivered by the Seller and the Company pursuant hereto or in connection herewith have has been duly and validly executed and delivered by such parties and, assuming the due authorization, execution and delivery by Niagara, the Buyer and any other the Parent, and each Related Agreement to which the Buyer or the Parent is a party, when executed and delivered by the Buyer or the Parent as applicable will be duly and validly executed and delivered by the Buyer or the Parent and this Agreement constitutes, and each Related Agreement to which the Buyer or the Parent is a party theretowhen executed and delivered by the Buyer of the Parent will constitute, constitute a legal, valid valid, and binding obligations obligation of the Seller and Buyer or the Company, as the case may be, Parent enforceable against such parties in accordance with their respective terms. Except , except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and to the extent set forth on Schedule 2.4 other Laws of the Disclosure Schedulegeneral application affecting enforcement of creditors’ rights generally and, no power of attorney has been granted (ii) as limited by the Seller or the Company and is currently in force with respect to any matter Laws relating to the Companyavailability of specific performance, the Shares, the Business injunctive relief or the Company's assetsother equitable remedies.

Authorization; Binding Obligation. The Seller, and to the extent it is a party thereto, the Company, have Seller has all requisite corporate necessary power and authority to execute and deliver this Agreement, each Related Agreement to which it is a party and the Other Documents each other instrument or document required to be executed and delivered by it pursuant to this Agreement or any such parties pursuant hereto or in connection herewithRelated Agreement, and to perform each of its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and to perform their obligations hereunder and thereunderthereby. The execution and delivery by the Seller of this Agreement and each Related Agreement to which it is a party, the Other Documents executed performance of its obligations hereunder and delivered by the Seller and the Company pursuant hereto or in connection herewiththereunder, and the consummation of the transactions contemplated hereby and thereby by such partiesthereby, have been duly and validly authorized by all requisite actions on the Boards part of Directors of such parties, the Seller and no other corporate proceedings on the its part of the Seller or the Company are necessary to authorize this Agreement or any Related Agreement to which it is a party or to consummate the Other Documents transactions so contemplated herein and therein. This Agreement has been, and each of the Related Agreements to which the Seller is a party, when executed and delivered by such parties pursuant hereto or in connection herewiththe Seller, or for such parties to consummate the transactions contemplated hereby will be, duly and thereby. This Agreement and the Other Documents validly executed and delivered by the Seller and this Agreement constitutes, and each Related Agreement to which the Company pursuant hereto or in connection herewith have been duly and validly Seller is a party, when executed and delivered by such parties andthe Seller, assuming the due authorization, execution and delivery by Niagara, the Buyer and any each other party hereto and thereto, constitute will constitute, a legal, valid and binding obligations obligation of the Seller and the Company, as the case may be, enforceable against such parties the Seller in accordance with their respective its terms. Except , except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and to the extent set forth on Schedule 2.4 other Laws of the Disclosure Schedule, no power general application affecting enforcement of attorney has been granted creditors’ rights generally and (ii) as limited by the Seller or the Company and is currently in force with respect to any matter Laws relating to the Companyavailability of specific performance, the Shares, the Business injunctive relief or the Company's assetsother equitable remedies.