Common use of Capacity to Enter into Agreement Clause in Contracts

Capacity to Enter into Agreement. Each Wherify Entity has all requisite corporate power and authority to enter into this Agreement, the Ancillary Agreements to which such entity is a party, and all other agreements, documents and instruments to be executed in connection herewith and to consummate the transactions contemplated by this Agreement. The execution and delivery by each Wherify Entity, of this Agreement, the Ancillary Agreements to which such entity is a party, and all other agreements, documents and instruments to be executed by such entity, in connection herewith have been authorized by all necessary action by such entity. When this Agreement, the Ancillary Agreements to which such Wherify Entity are a party, and all other agreements, documents and instruments to be executed by such Wherify Entity in connection herewith are approved and are executed by such Wherify Entity and delivered to Lightyear, this Agreement, the Ancillary Agreements to which such Wherify Entity are a party, and such other agreements, documents and instruments will constitute the valid and binding agreements of such Wherify Entity, enforceable against such Wherify Entity in accordance with their respective terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Capacity to Enter into Agreement. Each Wherify Entity has all requisite corporate power and authority to enter into this Agreement, the Ancillary Agreements to which such entity Wherify is a party, and all other agreements, documents and instruments to be executed in connection herewith and, subject only to the adoption of this Agreement and the approval of the Merger (the "Wherify Voting Proposal") by Wherify's shareholders under the CCC, to consummate the transactions contemplated by this Agreement. The execution and delivery by each Wherify Entity, of this Agreement, the Ancillary Agreements to which such entity Wherify is a party, and all other agreements, documents and instruments to be executed by such entity, Wherify in connection herewith have been authorized by all necessary corporate action by such entityWherify, other than for the approval of the shareholders of Wherify, which will be sought pursuant to this Agreement. When this Agreement, the Ancillary Agreements to which such Wherify Entity are is a party, and all other agreements, documents and instruments to be executed by such Wherify Entity in connection herewith are approved and are have been executed by such Wherify Entity and delivered to LightyearIQB and the Merger Sub, this Agreement, the Ancillary Agreements to which such Wherify Entity are is a party, and such other agreements, documents and instruments will constitute the valid and binding agreements of such Wherify Entity, enforceable against such Wherify Entity in accordance with their respective terms terms, subject to the effects of bankruptcy, insolvency, fraudulent transferconveyance, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ ' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and to general equity principlesan implied covenant of good faith and fair dealing.

Capacity to Enter into Agreement. Each Wherify Entity IQB has all requisite corporate power and authority to enter into this Agreement, the Ancillary Agreements to which such entity IQB is a party, and all other agreements, documents and instruments to be executed in connection herewith and, subject only to the adoption of this Agreement and the approval of the Merger (the "IQB Voting Proposal") by IQB's stockholders under the DGCL, to consummate the transactions contemplated by this Agreement. The execution and delivery by each Wherify Entity, IQB of this Agreement, the Ancillary Agreements to which such entity IQB is a party, and all other agreements, documents and instruments to be executed by such entity, IQB in connection herewith have been authorized by all necessary action by such entityIQB, other than for the approval of the Stockholders of IQB, which will be sought pursuant to this Agreement. When this Agreement, the Ancillary Agreements to which such Wherify Entity are IQB is a party, and all other agreements, documents and instruments to be executed by such Wherify Entity IQB in connection herewith are approved and are executed by such Wherify Entity IQB and delivered to LightyearWherify, this Agreement, the Ancillary Agreements to which such Wherify Entity are IQB is a party, and such other agreements, documents and instruments will constitute the valid and binding agreements of such Wherify EntityIQB, enforceable against such Wherify Entity IQB in accordance with their respective terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ ' rights and to general equity principles.

Capacity to Enter into Agreement. Each Wherify Entity Merger Sub has all requisite corporate power and authority to enter into this Agreement, the Ancillary Agreements to which such entity is a party, and all other agreements, documents and instruments to be executed in connection herewith and, subject only to the adoption of this Agreement and to consummate the transactions contemplated approval of the Merger by this Agreementthe sole stockholder of the Merger Sub. The execution and delivery by each Wherify Entity, Merger Sub of this Agreement, the Ancillary Agreements to which such entity is a party, and all other agreements, documents and instruments to be executed by such entity, Merger Sub in connection herewith have been authorized by all necessary corporate action by such entityMerger Sub, other than for the approval of the sole stockholder of Merger Sub, which will be sought pursuant to this Agreement. When this Agreement, the Ancillary Agreements to which such Wherify Entity are a party, and all other agreements, documents and instruments to be executed by such Wherify Entity Merger Sub in connection herewith are approved and are have been executed by such Wherify Entity Merger Sub and delivered to Lightyear, this Agreement, the Ancillary Agreements to which such Wherify Entity are a party, and such other agreements, documents and instruments will constitute the valid and binding agreements of such Wherify Entity, Merger Sub enforceable against such Wherify Entity Merger Sub in accordance with their respective terms terms, subject to the effects of bankruptcy, insolvency, fraudulent transferconveyance, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. Merger Sub has not entered into any agreements other than this Agreement and will not enter into any agreement prior to general equity principlesthe Closing other than those agreements to be executed in connection herewith.