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

Corporate Power and Authority; Enforceability. 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 Parent of this Agreement and each and every other agreement, document and instrument to be executed, delivered and performed by Parent in connection herewith have been duly authorized and approved by all requisite corporate action on the part of Parent. This Agreement has been duly and validly executed and delivered by Parent, and, on the Closing Date, all other agreements to be entered into by Parent pursuant hereto will have been duly and validly executed and delivered by Parent. This Agreement is, and each and every agreement, document and instrument provided for herein to be executed and delivered and to which Parent is a party will be, when executed and delivered by the parties thereto, valid and binding on Parent, and enforceable against 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. Parent 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 Parent Purchaser of this Agreement and each and every other agreement, document and instrument to be executed, delivered and performed by Parent Purchaser in connection herewith have been duly authorized and approved by all requisite corporate action on the part of ParentPurchaser. This Agreement has been duly and validly executed and delivered by ParentPurchaser, and, on the Closing Date, all other agreements to be entered into by Parent Purchaser pursuant hereto will have been duly and validly executed and delivered by ParentPurchaser. This Agreement is, and each and every agreement, document and instrument provided for herein to be executed and delivered and to which Parent Purchaser is a party will be, when executed and delivered by the parties thereto, valid and binding on ParentPurchaser, and enforceable against Parent 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. Parent 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 Parent Seller of this Agreement and each and every other agreement, document and instrument to be executed, delivered and performed by Parent Seller in connection herewith have been duly authorized and approved by all requisite corporate action on the part of ParentSeller. This Agreement has been duly and validly executed and delivered by ParentSeller, and, on the Closing Date, all other agreements to be entered into by Parent Seller pursuant hereto will have been duly and validly executed and delivered by ParentSeller. This Agreement is, and each and every agreement, document and instrument provided for herein to be executed and delivered and to which Parent Seller is a party will be, when executed and delivered by the parties thereto, valid and binding on ParentSeller, and enforceable against Parent 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.