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 willDirectors, before Closingand, have obtained all necessary authorizations and approvals from its stockholders if necessary, 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 Buyer and constitutes, and when the Escrow Agreement Agreement, Registration Rights Agreement, and Software and Technology License Agreement are executed and delivered by the SellerBuyer, they will constitute, the legal, valid and binding obligation of the Seller Buyer, enforceable against it the Buyer, in accordance with its their 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.