Common use of Corporate Power and Authority; Enforceability Clause in Contracts

Corporate Power and Authority; Enforceability. Purchaser has all requisite corporate power and authority to execute and deliver this Agreement and the other documents, instruments and agreements to be entered into by it pursuant hereto, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Purchaser of this Agreement and each and every other agreement, document and instrument to be executed, delivered and performed by Purchaser in connection herewith have been duly authorized and approved by all requisite corporate action on the part of Purchaser. This Agreement has been duly and validly executed and delivered by Purchaser, and, on the Closing Date, all other agreements to be entered into by Purchaser pursuant hereto will have been duly and validly executed and delivered by Purchaser. This Agreement is, and each and every agreement, document and instrument provided for herein to be executed and delivered and to which Purchaser is a party will be, when executed and delivered by the parties thereto, valid and binding on Purchaser, and enforceable against Purchaser in accordance with their respective terms, except as enforceability may be limited by applicable equitable principles or by bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium or similar Laws from time to time in effect affecting the enforcement of creditors’ rights generally.

Corporate Power and Authority; Enforceability. Purchaser Parent has all requisite corporate power and authority to execute and deliver this Agreement and the other documents, instruments and agreements to be entered into by it pursuant hereto, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Purchaser Parent of this Agreement and each and every other agreement, document and instrument to be executed, delivered and performed by Purchaser Parent in connection herewith have been duly authorized and approved by all requisite corporate action on the part of PurchaserParent. This Agreement has been duly and validly executed and delivered by PurchaserParent, and, on the Closing Date, all other agreements to be entered into by Purchaser Parent pursuant hereto will have been duly and validly executed and delivered by PurchaserParent. This Agreement is, and each and every agreement, document and instrument provided for herein to be executed and delivered and to which Purchaser Parent is a party will be, when executed and delivered by the parties thereto, valid and binding on PurchaserParent, and enforceable against Purchaser Parent in accordance with their respective terms, except as enforceability may be limited by applicable equitable principles or by bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium or similar Laws from time to time in effect affecting the enforcement of creditors’ rights generally.

Corporate Power and Authority; Enforceability. Purchaser Seller has all requisite corporate power and authority to execute and deliver this Agreement and the other documents, instruments and agreements to be entered into by it pursuant hereto, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Purchaser Seller of this Agreement and each and every other agreement, document and instrument to be executed, delivered and performed by Purchaser Seller in connection herewith have been duly authorized and approved by all requisite corporate action on the part of PurchaserSeller. This Agreement has been duly and validly executed and delivered by PurchaserSeller, and, on the Closing Date, all other agreements to be entered into by Purchaser Seller pursuant hereto will have been duly and validly executed and delivered by PurchaserSeller. This Agreement is, and each and every agreement, document and instrument provided for herein to be executed and delivered and to which Purchaser Seller is a party will be, when executed and delivered by the parties thereto, valid and binding on PurchaserSeller, and enforceable against Purchaser Seller in accordance with their its respective terms, except as enforceability may be limited by applicable equitable principles or by bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium or similar Laws from time to time in effect affecting the enforcement of creditors’ rights generally.