Common use of Due Incorporation and Authority Clause in Contracts

Due Incorporation and Authority. Each of the Parent and Acquisition is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has all requisite corporate power and authority to own, lease and operate its assets and business and to carry on its business as now being and as heretofore conducted. Each of the Parent and Acquisition has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger. The execution, delivery and performance by each of the Parent and Acquisition of this Agreement and, subject to the provisions hereof, all of the documents and instruments required by this Agreement to be executed and delivered by the Parent and/or Acquisition, and the consummation by Acquisition of the Merger, have been duly authorized by all the shareholders of Acquisition and the Board of Directors of the Parent and Acquisition as required by Law and the organizational documents of each such entity, and no other corporate proceedings on the part of the Parent or Acquisition will be necessary to authorize the execution, delivery and performance by each of the Parent and Acquisition of this Agreement, or the consummation by Acquisition and Parent of the transactions contemplated hereby. This Agreement is (and each of the documents and instruments required by this Agreement to be executed and delivered by the Parent and/or Acquisition will be, when executed and delivered by the Parent and/or Acquisition) the valid and binding obligations of the Parent and Acquisition, as the case may be, enforceable against the Parent and Acquisition, as the case may be, in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws generally affecting the rights of creditors and subject to general equity principles.

Due Incorporation and Authority. Each of the Parent and Acquisition Merger Sub is a corporation duly organized, validly existing and in good standing under the laws Laws of its jurisdiction of incorporation, and has all requisite corporate power and authority to own, lease and operate its assets and business and to carry on its business as now being and as heretofore conducted. Each of the Parent and Acquisition Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger. The execution, delivery and performance by each of the Parent and Acquisition Merger Sub of this Agreement and, subject to the provisions hereof, and all of the documents and instruments required by this Agreement to be executed and delivered by the Parent and/or AcquisitionMerger Sub, and the consummation by Acquisition Merger Sub of the Merger, have been duly authorized by all the shareholders of Acquisition Merger Sub and the Board of Directors of the Parent and Acquisition Merger Sub as required by Law and the organizational documents of each such entity, and no other corporate proceedings on the part of the Parent or Acquisition Merger Sub will be necessary to authorize the execution, delivery and performance by each of the Parent and Acquisition Merger Sub of this Agreement, or the consummation by Acquisition Merger Sub and Parent of the transactions contemplated herebyMerger. This Agreement is (has been duly executed and delivered by Parent and Merger Sub and is, and each of the other documents and instruments required by this Agreement to be executed and delivered by the Parent and/or Acquisition Merger Sub will be, when executed and delivered by the Parent and/or Acquisition) Merger Sub, the valid and binding obligations of the Parent and AcquisitionMerger Sub, as the case may be, enforceable against the Parent and AcquisitionMerger Sub, as the case may be, in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws generally affecting the rights of creditors and subject to general equity principles.

Due Incorporation and Authority. Each of the Parent and Acquisition Seller is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction state of incorporation, incorporation and has the Sellers have all requisite necessary corporate power and authority to own, lease and operate its assets and business the Transferred Assets and to carry on its business the Business as it is now being and as heretofore conducted. Each Subject to the entry of the Parent and Acquisition has Sale Approval Order, (a) the Sellers have all requisite corporate power and authority to execute enter into this Agreement and deliver this Agreementthe other Transaction Documents, to perform its carry out their obligations hereunder and to consummate the Merger. The execution, transactions contemplated hereby and (b) the execution and delivery and performance by each of the Parent and Acquisition Sellers of this Agreement andand the other Transaction Documents, subject to the provisions hereof, all of the documents and instruments required by this Agreement to be executed and delivered performance by the Parent and/or Acquisition, Sellers of their respective obligations hereunder and the consummation by Acquisition the Sellers of the Merger, transactions contemplated hereby and thereby have been duly authorized by all the shareholders of Acquisition and the Board of Directors of the Parent and Acquisition as required by Law and the organizational documents of each such entity, and no other requisite corporate proceedings action on the part of the Parent or Acquisition will be necessary to authorize the execution, delivery and performance by each of the Parent and Acquisition of this Agreement, or the consummation by Acquisition and Parent of the transactions contemplated herebySellers. This Agreement is (and each of the documents and instruments required by this Agreement to be other Transaction Documents have been duly executed and delivered by the Parent and/or Acquisition will beSellers, when executed and, upon entry of the Sale Approval Order (assuming the due authorization, execution and delivered delivery hereof by the Parent and/or Acquisition) Purchaser and satisfaction of all conditions to the Closing), this Agreement and the other Transaction Documents will constitute the legal, valid and binding obligations obligation of the Parent and Acquisition, as the case may beSellers, enforceable against the Parent and Acquisition, as the case may be, Sellers in accordance with their respective terms, except as to the enforcement thereof extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting creditors rights generally affecting or by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). Each Seller is in good standing and is qualified to do business in every jurisdiction in which it is required to be qualified, except where the rights failure to be in good standing or to obtain such qualification would not have a Material Adverse Effect or materially impede the ability of creditors and subject the Sellers to general equity principlesconsummate the transactions contemplated hereby.