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

Authorization; Validity of Agreement; Necessary Action. Each of Parent and Purchaser has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution, delivery and performance by Parent and Purchaser of this Agreement and the consummation by each of them of the Transactions have been duly authorized by all necessary corporate action on the part of Parent and Purchaser, subject to the adoption of this Agreement by Parent as the sole stockholder of Purchaser, and no other corporate action on the part of either Parent or Purchaser is necessary to authorize the execution and delivery by Parent and Purchaser of this Agreement and the consummation of the Transactions. This Agreement has been duly executed and delivered by Parent and 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 Purchaser enforceable against each of them in accordance with its terms, except that the enforcement hereof may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to creditors’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

Authorization; Validity of Agreement; Necessary Action. Each of Parent and the Purchaser has all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by Parent and the Purchaser of this Agreement and the consummation by each of them of the Transactions have been duly authorized by all necessary corporate action on the part boards of directors of each of Parent and the Purchaser, subject to the adoption of this Agreement and by Parent as the sole stockholder of the Purchaser, and no other corporate action authority or approval on the part of either 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 and validly 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 a valid and binding obligation of each of Parent and the Purchaser enforceable against each of them in accordance with its terms, except that the enforcement hereof may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, laws relating to creditors’ rights generally and (b) to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)equity.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and the Purchaser has all necessary 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 Agreement, and the consummation by each of them of the Transactions Merger and of the Transactions, have been duly authorized by all necessary corporate action on the part Board of Directors of Parent and Purchaser, subject to the adoption Board of this Agreement Directors of the Purchaser and by Parent as the sole stockholder of Purchaser, the Purchaser and no other corporate action on the part of either Parent or and 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 each of the 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 Purchaser the Purchaser, as the case may be, enforceable against each of them in accordance with its terms, respective terms except that the enforcement hereof as may be limited by (a) bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws, laws now or hereafter in effect, effect relating to creditors’ ' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity or at lawequity).

Authorization; Validity of Agreement; Necessary Action. Each of Parent and Purchaser MergerCo has all necessary corporate requisite power and authority to execute and deliver this Agreement and to consummate the Transactionsperform their respective obligations hereunder. The execution, execution and delivery and performance by Parent and Purchaser of this Agreement and the performance by Parent and MergerCo of their respective obligations under this Agreement and the consummation by each of them of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action by the board of directors of Parent and the Board of Directors of MergerCo, and other than the consent of the sole stockholder of MergerCo, no other action on the part of Parent and Purchaser, subject to the adoption of this Agreement by Parent as the sole stockholder of Purchaser, and no other corporate action on the part of either Parent or Purchaser MergerCo is necessary to authorize the execution and delivery by Parent and Purchaser or MergerCo of this Agreement and the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Purchaser MergerCo and, assuming due and valid authorization, execution and delivery hereof by the Company, is the constitutes a legal, valid and binding obligation of each of Parent and Purchaser MergerCo, as the case may be, enforceable against each of them in accordance with its terms, except that the enforcement hereof as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to laws affecting creditors’ rights generally and (b) by general equitable principles of equity (regardless of whether enforceability enforcement is considered sought in a proceeding at law or in equity or at lawequity).

Authorization; Validity of Agreement; Necessary Action. Each of Parent and the Purchaser has all necessary 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 by each of them of the Transactions Merger and of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part Board of Directors of Parent and Purchaser, subject to the adoption of this Agreement Purchaser and by Parent as the sole stockholder of Purchaser, the Purchaser and no other corporate action on the part of either Parent or and 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 Purchaser the 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 Purchaser the Purchaser, as the case may be, enforceable against each of them in accordance with its respective terms, except that the enforcement hereof may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to creditors’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

Authorization; Validity of Agreement; Necessary Action. Each of Parent and Purchaser Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by Parent and Purchaser Merger Sub of this Agreement and the consummation by each of them Parent and Merger Sub of the Transactions have been duly authorized by all necessary corporate action on each of the part Board of Directors of Parent and PurchaserMerger Sub, subject to the adoption of this Agreement and by Parent as the sole stockholder of PurchaserMerger Sub, and no other corporate action proceeding on the part of either Parent or Purchaser Merger Sub is necessary to authorize the execution execution, delivery and delivery performance by Parent and Purchaser Merger Sub of this Agreement and the consummation by them of the Transactions. This Agreement has been duly and validly executed and delivered by Parent and Purchaser Merger Sub and, assuming due and valid authorization, execution and delivery hereof of this Agreement by the Company, is the a valid and binding obligation of each of Parent and Purchaser Merger Sub enforceable against each of them in accordance with its terms, except that the enforcement hereof may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, Laws relating to creditors’ rights generally and (b) to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)equity.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and Purchaser Merger Sub has all necessary corporate 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 and Purchaser Merger Sub of this Agreement and the consummation by each of them of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part boards of directors of each of Parent and PurchaserMerger Sub, subject to the adoption of this Agreement and by Parent as the sole stockholder of PurchaserMerger Sub, and no other corporate action authority or approval on the part of either Parent or Purchaser Merger Sub is necessary to authorize the execution and delivery by Parent and Purchaser Merger Sub of this Agreement and the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Purchaser Merger Sub 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 Purchaser Merger Sub enforceable against each of them in accordance with its terms, except that the enforcement hereof may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, laws relating to creditors’ ' rights generally and (b) to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)equity.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and Purchaser has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution, delivery and performance by Parent and Purchaser of this Agreement and the consummation by each of them of the Transactions have been duly authorized by all necessary corporate action on the part of Parent and Purchaser, subject to the adoption of this Agreement Purchaser and shall be adopted by Parent as the sole stockholder of PurchaserPurchaser immediately following execution of this Agreement, and no other corporate action on the part of either Parent or Purchaser is necessary to authorize the execution and delivery by Parent and Purchaser of this Agreement and the consummation of the Transactions. This Agreement has been duly executed and delivered by Parent and 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 Purchaser enforceable against each of them in accordance with its terms, except that the enforcement hereof may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar lawsLaws, now or hereafter in effect, relating to affecting creditors’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at lawLaw).

Authorization; Validity of Agreement; Necessary Action. Each of Parent and the Purchaser has all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by Parent and the Purchaser of this Agreement and the consummation by each of them of the Transactions have been duly authorized by all necessary corporate action on the part boards of directors of each of Parent and Purchaser, subject to the adoption of this Agreement by Parent as the sole stockholder of Purchaser, and no other corporate action authority or approval on the part of either 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 (other than adoption of this Agreement by Parent as the sole stockholder of the Purchaser, which shall occur immediately after the execution and delivery of this Agreement). This Agreement has been duly and validly 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 a valid and binding obligation of each of Parent and the Purchaser enforceable against each of them in accordance with its terms, except that the enforcement hereof may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, laws relating to creditors’ rights generally and (b) to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)equity.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and the Purchaser has all necessary corporate power and authority to execute and deliver this Agreement each of the Transaction Agreements, to perform its obligations hereunder and to consummate the Transactions. The execution, execution and delivery and performance of this Agreement by Parent and the Purchaser of this Agreement and the consummation by each of them Parent and the Purchaser of the Transactions have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Parent and Purchaser, subject to the adoption of this Agreement by Parent as the sole stockholder of Purchaser, and no other corporate action on the part of either Parent or Purchaser is are necessary to authorize the execution and delivery by Parent and Purchaser of this Agreement or to consummate the Transactions (other than, with respect to the Merger, the filing and the consummation recordation of the Transactionsappropriate merger documents in accordance with Section 1.6 hereof). This Agreement has been duly and validly executed and delivered by Parent and the Purchaser and, assuming the due and valid authorization, execution and delivery hereof by the Company, is the constitutes a legal, valid and binding obligation of each of Parent and the Purchaser enforceable against each of them Parent and the Purchaser in accordance with its terms, except that the enforcement hereof may be limited by (a) subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws, now or hereafter in effect, laws of general applicability relating to or affecting creditors’ rights generally and (b) to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)principles.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and the Purchaser has all necessary corporate power and authority to execute and deliver this Agreement each of the Transaction Agreements, to perform its obligations hereunder and to consummate the Transactions. The execution, execution and delivery and performance of this Agreement by Parent and the Purchaser of this Agreement and the consummation by each of them Parent and the Purchaser of the Transactions have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Parent and Purchaser, subject to the adoption of this Agreement by Parent as the sole stockholder of Purchaser, and no other corporate action on the part of either Parent or Purchaser is are necessary to authorize the execution and delivery by Parent and Purchaser of this Agreement or to consummate the Transactions (other than, with respect to the Merger, the filing and the consummation recordation of the Transactionsappropriate merger documents in accordance with Section 1.6 hereof). This Agreement has been duly and validly executed and delivered by Parent and the Purchaser and, assuming the due and valid authorization, execution and delivery hereof by the Company, is the constitutes a legal, valid and binding obligation of each of Parent and the Purchaser enforceable against each of them Parent and the Purchaser in accordance with its terms, except that the enforcement hereof may be limited by (a) subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws, now or hereafter in effect, laws of general applicability relating to or affecting creditors’ ' rights generally and (b) to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)principles.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and the Purchaser has all necessary 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 Agreement, and the consummation by each of them of the Transactions transac- tions contemplated hereby, have been duly authorized by all necessary corporate action on the part Boards of Directors of Parent and Purchaser, subject to the adoption of this Agreement Purchaser and by Parent as the sole stockholder of Purchaser, the Purchaser and no other corporate action on the part of either Parent or and 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 deliv- ered by Parent and Purchaser 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 Purchaser the Purchaser, enforceable against each of them in accordance with its terms, except that the enforcement hereof may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to creditors’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).