Common use of Corporate Approval; Binding Effect Clause in Contracts

Corporate Approval; Binding Effect. The Seller has obtained all necessary authorizations and approvals from its Board of Directors and will, before Closing, have obtained all necessary authorizations and approvals from its stockholders required for the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Seller and constitutes, and when the Escrow Agreement Registration Rights Agreement, and Software and Technology License Agreement are executed and delivered by the Seller, they will constitute, the legal, valid and binding obligation of the Seller enforceable against it in accordance with its terms, except the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other laws affecting creditors' rights generally or by general principles of equity.

Corporate Approval; Binding Effect. The Seller Buyer has obtained all --------- -------- ------- ------ necessary authorizations and approvals from its Board of Directors and will, before Closing, have obtained all necessary authorizations and approvals from its stockholders required for the execution and delivery of this Agreement and the other Transaction Documents Agreements to which it is to be a party and the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Seller Buyer and constitutes, and when each of the Escrow Agreement Registration Rights Agreement, and Software and Technology License Agreement are other Transaction Agreements to which it is to be a party at the Closing will be duly executed and delivered by the Seller, they Buyer and will constitute, the legal, valid and binding obligation of the Seller Buyer, enforceable against it the Buyer in accordance with its terms, except the as enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other laws affecting creditors' rights generally or by general principles of equity.

Corporate Approval; Binding Effect. The Seller Buyer has obtained all --------- -------- ------- ------ necessary authorizations and approvals from its Board of Directors and will, before Closing, have obtained all necessary authorizations and approvals from its stockholders required for the execution and delivery of this Agreement and the Transaction Documents other Acquisition Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Seller Buyer and constitutes, and when each of the Escrow Agreement Registration Rights Agreement, and Software and Technology License Agreement are other Acquisition Agreements to which it is a party will at or prior to the Closing have been duly executed and delivered by the Seller, they Buyer and will constitute, the legal, valid and binding obligation of the Seller Buyer, enforceable against it the Buyer in accordance with its terms, except the as enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other laws affecting creditors' rights generally or by general principles of equity.