Common use of Corporate Power; Enforceability Clause in Contracts

Corporate Power; Enforceability. Assuming the accuracy of the representation set forth in the first sentence of Section 5.6, the Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its covenants and obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, and no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder or the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Acquisition Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (a) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, and (b) is subject to general principles of equity, whether considered in a proceeding at law or in equity (collectively, the “Enforceability Exceptions”).

Corporate Power; Enforceability. Assuming that the accuracy representations and warranties of the representation set forth Parent and Merger Sub in the first sentence of Section 5.64.6 are true and correct, (a) the Company has all the requisite corporate power and authority to (i) execute and deliver this Agreement, to ; (ii) perform its covenants and obligations hereunder under this Agreement; and (iii) subject to receiving the Requisite Stockholder Approval, consummate the Merger and the other transactions contemplated hereby. The by this Agreement; and (b) the execution and delivery of this Agreement by the Company of this AgreementCompany, the performance by the Company of its covenants and obligations hereunder under this Agreement, and, subject to receiving the Requisite Stockholder Approval, the consummation of the Merger and the consummation by the Company of the other transactions contemplated hereby by this Agreement have each been duly authorized by all necessary corporate action on the part of the Company, and no additional corporate proceedings or actions on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder or the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent Xxxxxx and Acquisition Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that as such enforceability (aA) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, ; and (bB) is subject to general principles of equity, whether considered in a proceeding at law or in equity (collectively, the “Enforceability ExceptionsLimitations”).