Common use of Due Authorization; Binding Agreement Clause in Contracts

Due Authorization; Binding Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Cornerstone, and no other corporate proceedings on the part of Cornerstone are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Cornerstone and constitutes a valid and binding agreement of Cornerstone enforceable against Cornerstone in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) is subject to general principles of equity.

Due Authorization; Binding Agreement. The execution and delivery of this Agreement by such Shareholder and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board board of Directors directors of Cornerstone, such shareholder and no other corporate proceedings on the part of Cornerstone are any such Shareholder is necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Cornerstone such Shareholder and constitutes a valid and binding agreement of Cornerstone each such Shareholder enforceable against Cornerstone each such Shareholder in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) is subject to general principles of equity.