Common use of Corporate Authority; Binding Nature of Agreement Clause in Contracts

Corporate Authority; Binding Nature of Agreement. Acquiror has all requisite corporate power and authority to execute and deliver this Agreement, to carry out and perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Acquiror of this Agreement and the consummation of the transactions contemplated herein have been duly and validly authorized by their respective Boards of Directors. No further corporate authorizations are necessary on the part of Acquiror to consummate the transactions contemplated hereby. Assuming this Agreement constitutes the valid and binding obligation of the other parties hereto, this Agreement, when executed and delivered by Acquiror, constitutes or will constitute the legal, valid and binding obligation of Acquiror, enforceable against Acquiror in accordance with its terms, subject to: (a) applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generally; and (b) equitable defenses and to the discretion of the court before which any proceedings seeking the remedy of specific performance and injunctive and other forms of equitable relief may be brought.

Corporate Authority; Binding Nature of Agreement. Acquiror XXXX has all requisite corporate power and authority to execute and deliver this Agreement, to carry out and perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Acquiror HLTT of this Agreement and the consummation of the transactions contemplated herein have been duly and validly authorized by their respective Boards HLTT’s Board of Directors. No further corporate authorizations are authorization is necessary on the part of Acquiror HLTT to consummate the transactions contemplated hereby. Assuming this Agreement constitutes the valid and binding obligation of the other parties hereto, this Agreement, when executed and delivered by AcquirorHLTT Parties, constitutes or will constitute the legal, valid and binding obligation of Acquiroreach HLTT Party, enforceable against Acquiror them in accordance with its terms, subject to: (a) applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generally; and (b) equitable defenses and to the discretion of the court before which any proceedings seeking the remedy of specific performance and injunctive and other forms of equitable relief may be brought.

Corporate Authority; Binding Nature of Agreement. Acquiror Eastside and Merger Sub each has all requisite corporate power and authority to execute and deliver this Agreement, to carry out and perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Acquiror Eastside and Merger Sub of this Agreement and the consummation of the transactions contemplated herein have been duly and validly authorized by their respective Boards of Directors. No further corporate authorizations are authorization is necessary on the part of Acquiror Eastside or Merger Sub to consummate the transactions contemplated hereby. Assuming this Agreement constitutes the valid and binding obligation of the other parties Party hereto, this Agreement, when executed and delivered by AcquirorEastside and Merger Sub, constitutes or will constitute the legal, valid and binding obligation of AcquirorEastside and Merger Sub, enforceable against Acquiror Eastside and Merger Sub in accordance with its terms, (i) subject to: (a) applicable bankruptcy, insolvency, reorganization and moratorium laws Laws and other laws Laws of general application affecting enforcement of creditors’ rights generally; (ii) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (biii) equitable defenses insofar as indemnification and to the discretion of the court before which any proceedings seeking the remedy of specific performance and injunctive and other forms of equitable relief contribution provisions may be broughtlimited by applicable Law.

Corporate Authority; Binding Nature of Agreement. Acquiror Buyer and Merger Sub each has all requisite corporate power and authority to execute and deliver this Agreement, to carry out and perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Acquiror Buyer and Merger Sub of this Agreement and the consummation of the transactions contemplated herein have been duly and validly authorized by their respective Boards of Directors. No further corporate authorizations are authorization is necessary on the part of Acquiror Buyer or Merger Sub to consummate the transactions contemplated hereby. Assuming this Agreement constitutes the valid and binding obligation of the other parties hereto, this Agreement, when executed and delivered by AcquirorBuyer and Merger Sub, constitutes or will constitute the legal, valid and binding obligation of AcquirorBuyer and Merger Sub, enforceable against Acquiror Buyer and Merger Sub in accordance with its terms, subject to: (a) applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generally; and (b) equitable defenses and to the discretion of the court before which any proceedings seeking the remedy of specific performance and injunctive and other forms of equitable relief may be brought.