Common use of Authorization; Enforceability; Absence of Conflicts Clause in Contracts

Authorization; Enforceability; Absence of Conflicts. Each Seller has the legal capacity to own and hold the Shares. Each Seller has full power and authority to enter into and perform his or her obligations under this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by such Seller in connection with the consummation of the transactions contemplated by this Agreement (all such other agreements, documents, instruments and certificates required to be executed by Sellers being hereinafter referred to, collectively, as the “Seller Documents”). This Agreement has been, and the Seller Documents will be at or before the Closing, duly executed and delivered by each Seller and, assuming the due authorization, execution and delivery by the other Parties hereto and thereto, this Agreement constitutes, and the Seller Documents when so executed and delivered will constitute, legal, valid and binding obligations of each Seller, enforceable against each Seller according to their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. None of the execution and delivery by Sellers of this Agreement and the Seller Documents, or the consummation of the transactions contemplated hereby or thereby, or compliance by Sellers with any of the provisions hereof or thereof, will (x) conflict with, violate, result in the breach or termination of, or constitute a default under, any agreement to which any Seller is a party or by which he or she or any of his or her properties or assets is bound or subject or (y) constitute a violation of any Law applicable to Sellers.

Authorization; Enforceability; Absence of Conflicts. Each Seller has the legal capacity to own The execution, delivery and hold the Shares. Each Seller has full power and authority to enter into and perform his or her obligations under performance by Purchaser of this Agreement and each other agreement, document, instrument or certificate contemplated Purchaser Document has been duly authorized and approved by this Agreement or to be executed by such Seller in connection with all necessary action on the consummation part of the transactions contemplated by this Agreement (all such other agreements, documents, instruments and certificates required to be executed by Sellers being hereinafter referred to, collectively, as the “Seller Documents”)Purchaser. This Agreement has been, and the Seller Purchaser Documents will be at or before the Closing, duly executed and delivered by each Seller and, Purchaser and (assuming the due authorization, execution and delivery by the other Parties Party hereto and thereto, ) this Agreement constitutes, and the Seller Purchaser Documents when so executed and delivered will constitute, legal, valid and binding obligations of each SellerPurchaser, enforceable against each Seller Purchaser according to their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. None of the execution and delivery by Sellers Purchaser of this Agreement and the Seller Purchaser Documents, or the consummation of the transactions contemplated hereby or thereby, or compliance by Sellers Purchaser with any of the provisions hereof or thereof, will (x) conflict with, or result in the breach of, any provision of the organizational or governing documents of Purchaser, (y) conflict with, violate, result in the breach or termination of, or constitute a default under, any agreement to which any Seller Purchaser is a party or by which he or she it or any of his or her its properties or assets is bound or subject or (yz) constitute a violation of any Law applicable to Sellers.Purchaser. {B0968884.12}

Authorization; Enforceability; Absence of Conflicts. Each Seller has the legal capacity to own and hold the Shares. Each Seller has full power and authority to enter into and perform his or her its obligations under this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by such Seller in connection with the consummation of the transactions contemplated by this Agreement (all such other agreements, documents, instruments and certificates required to be executed by Sellers Seller being hereinafter referred to, collectively, as the “Seller Documents”). This Agreement has been, and the Seller Documents will be at or before the Closing, duly executed and delivered by each Seller and, assuming the due authorization, execution and delivery by the other Parties Party hereto and thereto, this Agreement constitutes, and the Seller Documents when so executed and delivered will constitute, legal, valid and binding obligations of each Seller, enforceable against each Seller according to their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. None of the execution and delivery by Sellers Seller of this Agreement and the Seller Documents, or the consummation of the transactions contemplated hereby or thereby, or compliance by Sellers Seller with any of the provisions hereof or thereof, will (x) conflict with, violate, result in the breach or termination of, or constitute a default under, any agreement to which any Seller is a party or by which he or she it or any of his or her its properties or assets is bound or subject or subject, (y) constitute a violation of any Law applicable to SellersSeller or (z) conflict with, or result in a violation of, any provision of Seller’s Articles of Incorporation or bylaws.