Common use of Authorization; Validity of Agreement; Necessary Action Clause in Contracts

Authorization; Validity of Agreement; Necessary Action. Each of Parent and the Purchaser has full corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution, delivery and performance by Parent and the Purchaser of this Agreement and the consummation of the Transactions have been duly authorized by the boards of directors of each of Parent and the Purchaser, and by Parent as the sole stockholder of the Purchaser, and no other corporate authority or approval on the part of Parent or the Purchaser is necessary to authorize the execution and delivery by Parent and the Purchaser of this Agreement and the consummation of the Transactions. This Agreement has been duly executed and delivered by Parent and the Purchaser and, assuming due and valid authorization, execution and delivery hereof by the Company, is the valid and binding obligation of each of Parent and the Purchaser enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and The Company has the Purchaser has full requisite corporate power and authority to execute and deliver this Agreement and and, subject to obtaining Company Stockholder Approval, to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by Parent and the Purchaser Company of this Agreement and the consummation by the Company of the Transactions transactions contemplated hereby have been duly authorized by the boards its board of directors of each of Parent and the Purchaser, and by Parent as the sole stockholder of the Purchaserdirectors, and no other corporate authority or approval action on the part of Parent or the Purchaser Company is necessary to authorize the execution and delivery by Parent and the Purchaser Company of this Agreement and and, except for the Company Stockholder Approval, the consummation by it of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and the Purchaser Company and, assuming due and valid authorization, execution and delivery hereof by the CompanyParent and Sub, is the a valid and binding obligation of each of Parent and the Purchaser Company enforceable against each of them the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws, now or hereafter in effect, affecting creditors' ’ rights and remedies generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and the Purchaser has full corporate power and authority to execute and deliver deliver, and to perform its obligations under, this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by Parent and the Purchaser of this Agreement Agreement, and the consummation of the Transactions transactions contemplated hereby, have been duly authorized by the boards their respective Boards of directors of each of Parent and the Purchaser, and by Parent as the sole stockholder of the Purchaser, Directors and no other corporate authority or approval action on the part of Parent or and the Purchaser is necessary to authorize the execution and delivery by Parent and the Purchaser of this Agreement and the consummation by them of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and the Purchaser and, and (assuming due and valid authorization, execution and delivery hereof by the Company, ) is the a valid and binding obligation of each of Parent and the Purchaser Purchaser, enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and the Purchaser has full corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by Parent and the Purchaser of this Agreement Agreement, and the consummation of the Transactions transactions contemplated hereby, have been duly authorized by the boards their Boards of directors of each of Parent and the Purchaser, and by Parent as the sole stockholder of the Purchaser, Directors and no other corporate authority or approval action on the part of Parent or and the Purchaser is necessary to authorize the execution and delivery by Parent and the Purchaser of this Agreement and the consummation by them of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and the Purchaser andPurchaser, as the case may be (and assuming due and valid authorization, execution and delivery hereof by the Company, ) is the a valid and binding obligation of each of Parent and the Purchaser Purchaser, as the case may be, enforceable against each of them in accordance with its respective terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Necessary Action. Each of Parent Purchaser and the Purchaser has Universal have full corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by Parent Purchaser and the Purchaser Universal of this Agreement Agreement, and the consummation of the Transactions transactions contemplated hereby by each of them, have been duly authorized by the boards of directors of each of Parent and the Purchaser, and by Parent as the sole stockholder of the Purchaserall necessary corporate proceedings, and no other corporate authority or approval action on the part of Parent Purchaser or the Purchaser Universal or their respective shareholders is necessary to authorize the execution and delivery by Parent and the Purchaser or Universal of this Agreement and the consummation by either of them of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by Parent Purchaser and the Purchaser and, Universal (and assuming due and valid authorization, execution and delivery hereof by the Company, Seller and Parent) is the a valid and binding obligation of each of Parent Purchaser and the Purchaser Universal enforceable against each of them Purchaser and Universal in accordance with its terms, except that that: (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and the Purchaser has full corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution, delivery and performance by Parent and the Purchaser of this Agreement and the consummation of the Merger and of the Transactions have been duly authorized by the boards of directors of each of the Purchaser and Parent and the Purchaser, and by Parent as the sole stockholder shareholder of the Purchaser, and no other corporate authority or approval action on the part of Parent or the Purchaser is necessary to authorize the execution and delivery by Parent and the Purchaser of this Agreement and the consummation of the Transactions. This Agreement has been duly executed and delivered by Parent and the Purchaser and, assuming due and valid authorization, execution and delivery hereof by the Company, is the a valid and binding obligation of each of Parent and the Purchaser enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and the Purchaser has full corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by Parent and the Purchaser of this Agreement Agreement, and the consummation of the Transactions transactions contemplated hereby, have been duly authorized by the boards their Boards of directors of each of Parent and the Purchaser, Directors and by Parent as the sole stockholder of the Purchaser, Purchaser and no other corporate authority or approval action on the part of Parent or and the Purchaser is necessary to authorize the execution and delivery by Parent and the Purchaser of this Agreement and the consummation by them of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and the Purchaser Purchaser, as the case may be, and, assuming due and valid authorization, execution and delivery hereof by the Company, is the a valid and binding obligation of each of Parent and the Purchaser Purchaser, as the case may be, enforceable against each of them in accordance with its respective terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and the Purchaser has full corporate power and authority to execute and deliver deliver, and to perform its obligations under, this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by Parent Xxxxxx and the Purchaser of this Agreement Agreement, and the consummation of the Transactions transactions contemplated hereby, have been duly authorized by the boards their respective Boards of directors of each of Parent and the Purchaser, and by Parent as the sole stockholder of the Purchaser, Directors and no other corporate authority or approval action on the part of Parent or and the Purchaser is necessary to authorize the execution and delivery by Parent and the Purchaser of this Agreement and the consummation by them of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and the Purchaser and, and (assuming due and valid authorization, execution and delivery hereof by the Company, ) is the a valid and binding obligation of each of Parent and the Purchaser Purchaser, enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and the Purchaser has full all necessary corporate or similar power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by Parent Purchaser of this Agreement, and the consummation by Purchaser of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action by Purchaser (including by its Board of Directors), and no other corporate action or proceeding on the part of Purchaser is necessary to authorize the execution, delivery and performance by Purchaser of this Agreement and the consummation by it of the Transactions have been duly authorized by the boards of directors of each of Parent and the Purchaser, and by Parent as the sole stockholder of the Purchaser, and no other corporate authority or approval on the part of Parent or the Purchaser is necessary to authorize the execution and delivery by Parent and the Purchaser of this Agreement and the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and the Purchaser and, assuming due and valid authorization, execution and delivery hereof of this Agreement by the Company, is the constitutes a legal, valid and binding obligation of each of Parent and the Purchaser Purchaser, enforceable against each of them Purchaser in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar lawsLaws, now or hereafter in effect, affecting creditors' ’ rights generally, and remedies generally and (ii) the remedy remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding Proceeding therefor may be brought.

Authorization; Validity of Agreement; Necessary Action. Each of Buyer and Parent and has the Purchaser has full corporate power and authority to execute execute, deliver and deliver this Agreement perform the Transaction Documents and to consummate the Transactionstransactions contemplated thereby. The execution, delivery 37 Exhibit 10.44 and performance by each of Buyer and Parent and of the Purchaser of this Agreement Transaction Documents and the consummation of the Transactions Merger and the transactions contemplated thereby, have been duly and validly authorized by the boards of directors of each of Parent all necessary corporate proceedings and the Purchaser, and by Parent as the sole stockholder of the Purchaser, and no other corporate authority such authorization has not been withdrawn or approval on the part of Parent or the Purchaser is necessary to authorize the execution and delivery by Parent and the Purchaser of this Agreement and the consummation of the Transactionsamended in any manner. This Agreement has been been, and each of the other Transaction Documents required to be entered into pursuant to this Agreement will be, duly executed and delivered by each of Buyer and Parent and the Purchaser and, assuming due and valid authorization, execution and delivery hereof and thereof by Company Members and the Company, is the are or will be legal, valid and binding obligation obligations of each of Parent Buyer and the Purchaser Parent, enforceable against each of them it in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' ’ rights generally, ; and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor therefore may be brought.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and the Purchaser has full corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by Parent and the Purchaser of this Agreement Agreement, and the consummation of the Transactions transactions contemplated hereby, have been duly authorized by the boards their Boards of directors of each of Parent and the Purchaser, and by Parent as the sole stockholder of the Purchaser, Directors and no other corporate authority or approval action on the part of Parent or and the Purchaser is necessary to authorize the execution and delivery by Parent and the Purchaser of this Agreement and the consummation by them of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and the Purchaser Purchaser, as the case may be, and, assuming due and valid authorization, execution and delivery hereof by the Company, is the a valid and binding obligation of each of Parent and the Purchaser Purchaser, as the case may be, enforceable against each of them in accordance with its respective terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.. Section 4.3

Authorization; Validity of Agreement; Necessary Action. Each of Parent and the Purchaser has full corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by Parent and the Purchaser of this Agreement Agreement, and the consummation of the Transactions transactions contemplated hereby, have been duly authorized by the boards their Boards of directors of each of Parent and the Purchaser, and by Parent as the sole stockholder of the Purchaser, Directors and no other corporate authority or approval action on the part of Parent or and the Purchaser is necessary to authorize the execution and delivery by Parent and the Purchaser of this Agreement and the consummation by them of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and the Purchaser andPurchaser, as the case may be and (assuming due and valid authorization, execution and delivery hereof by the Company, ) is the a valid and binding obligation of each of Parent and the Purchaser Purchaser, as the case may be, enforceable against each of them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and the Purchaser has full corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by Parent and the Purchaser of this Agreement Agreement, and the consummation of the Transactions transactions contemplated hereby, have been duly authorized by the boards their Boards of directors of each of Parent and the Purchaser, and by Parent as the sole stockholder of the Purchaser, Directors and no other corporate authority or approval action on the part of Parent or and the Purchaser is necessary to authorize the execution and delivery by Parent and the Purchaser of this Agreement and the consummation by them of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and the Purchaser Purchaser, as the case may be, and, assuming due and valid authorization, execution and delivery hereof by the Company, is the a valid and binding obligation of each of Parent and the Purchaser Purchaser, as the case may be, enforceable against each of them in accordance with its respective terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and the Purchaser has full corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution, delivery deliv ery and performance by Parent and the Purchaser of this Agreement and the consummation consumma tion of the Transactions Merger and of the other transactions contem plated hereby have been duly authorized by the boards of directors of each of Parent and the Purchaser, and by Parent as the sole stockholder of the Purchaser, and no other all necessary corporate authority or approval action on the part of Parent or and the Purchaser is necessary to authorize and no other corporate proceedings on the execution and delivery by part of Parent and the Purchaser of are necessary to authorize this Agreement and Agree ment or to consummate the consummation of the Transactionstransactions so contemplated. This Agreement has been duly executed and delivered by Parent and the Purchaser Purchaser, as the case may be, and, assuming due assum ing this Agreement constitutes a valid and valid authorization, execution and delivery hereof by binding obli gation of the Company, is the constitutes a valid and binding obligation of each of Parent and the Purchaser Purchaser, as the case may be, enforceable against each of them in accordance with its respective terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding proceed ing therefor may be brought.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and the Purchaser Investors has full corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by Parent and the Purchaser Investors of this Agreement Agreement, and the consummation of the Transactions have transactions contemplated hereby, has been duly authorized by the their respective boards of directors of each of Parent and the Purchaser, and by Parent as the sole stockholder of the Purchaser, and no other corporate authority or approval on the part of Parent or the Purchaser action is necessary to authorize the execution and delivery by Parent and any of the Purchaser Investors of this Agreement and the consummation by it of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by Parent each of the Investors, and the Purchaser and, (assuming due and valid authorization, execution and delivery hereof by the Company, ) is the a valid and binding obligation of each of Parent and the Purchaser Investors, enforceable against each of them the Investors in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.