Common use of Corporate Power and Authority; Due Authorization Clause in Contracts

Corporate Power and Authority; Due Authorization. Seller has full corporate power and authority to execute and deliver this Agreement and each of the Transaction Documents to which Seller is or will be a party and to consummate the transactions contemplated hereby. "Transaction Documents" means each of the agreements, documents and instruments referenced in this Agreement to be executed and delivered by Seller. Prior to the Closing, the directors and the stockholders of Seller shall have duly approved and authorized the execution and delivery of this Agreement and each of the Transaction Documents to which Seller is or will be a party and the consummation of the transactions contemplated hereby and thereby, and no other corporate proceedings shall then be necessary. Assuming that this Agreement and each of the Transaction Documents to which Purchaser is a party constitutes a valid and binding agreement of the Purchaser, this Agreement and each of the Transaction Documents constitutes, or will constitute when executed and delivered, a valid and binding agreement of Seller, in each case enforceable in accordance with its terms, subject to laws of general application in effect affecting creditors' rights and subject to the exercise of judicial discretion in accordance with general equitable principles.

Corporate Power and Authority; Due Authorization. Seller Each Company has full corporate power and authority authority, and the Stockholder has full power and authority, to execute and deliver this Agreement and each of the Transaction Documents to which Seller any Company or the Stockholder is or will be a party and to consummate the transactions contemplated hereby. "Transaction Documents" means each of the agreements, documents and instruments referenced in this Agreement to be executed and delivered by Sellerany Company and/or the Stockholder. Prior to the Closing, the The directors and the stockholders Stockholder of Seller shall each Company have duly approved and authorized the execution and delivery of this Agreement and each of the Transaction Documents to which Seller such Company is or will be a party and the consummation of the transactions contemplated hereby and thereby, and no other corporate proceedings shall then be are necessary. Assuming that this Agreement and each of the Transaction Documents to which Purchaser is a party are also Moovies' Transaction Documents (as defined herein) constitutes a valid and binding agreement of the PurchaserMoovies, as applicable, this Agreement and each of the Transaction Documents constitutes, or will constitute when executed and delivered, a valid and binding agreement of Sellersuch Company and/or the Stockholder, as the case may be, in each case enforceable in accordance with its terms, subject to laws of general application in effect affecting creditors' rights and subject to the exercise of judicial discretion in accordance with general equitable principles.