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

Corporate Authorization; Validity of Agreement; Necessary Action. Each of Parent and Purchaser has all corporate power and authority necessary to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery by Parent and Purchaser of this Agreement and the consummation by Parent and Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary action on the part of Parent and Purchaser, and, assuming the due authorization, execution, and delivery of this Agreement by the Stockholders, this Agreement constitutes a legal, valid, and binding obligation of Parent and Purchaser, enforceable against them in accordance with its terms, except as such enforceability may be limited by bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium, or similar laws affecting the rights and remedies of creditors generally and by equitable principles of general application (regardless of whether such enforceability is considered in a proceeding at law or in equity).

Corporate Authorization; Validity of Agreement; Necessary Action. Each of Parent and Purchaser Acquisition has all corporate power and authority necessary to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreementhereby. The execution and delivery by Parent and Purchaser Acquisition of this Agreement and the consummation by Parent and Purchaser Acquisition of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary action on the part of Parent and PurchaserAcquisition, and, assuming the due authorization, execution, execution and delivery of this Agreement by the StockholdersShareholders, this Agreement constitutes a legal, valid, valid and binding obligation of Parent and PurchaserAcquisition, enforceable against them in accordance with its terms, except as such enforceability may be limited by bankruptcy, reorganization, fraudulent conveyance, insolvency, moratorium, moratorium or similar laws affecting the rights and remedies of creditors generally and by equitable principles of general application (regardless of whether such enforceability is considered in a proceeding at law or in equity).