Common use of Due Incorporation and Authority Clause in Contracts

Due Incorporation and Authority. Each of the Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation. Each of Parent and 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 Parent and Merger Sub of this Agreement and all of the documents and instruments required by this Agreement to be executed and delivered by Parent and/or Merger Sub, and the consummation by Merger Sub of the Merger, have been duly authorized by all the shareholders of Merger Sub and the Board of Directors of Parent and Merger Sub as required by Law and the organizational documents of each such entity, and no other corporate proceedings on the part of Parent or Merger Sub will be necessary to authorize the execution, delivery and performance by each of Parent and Merger Sub of this Agreement, or the consummation by Merger Sub and Parent of the Merger. This Agreement 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 Parent and/or Merger Sub will be, when executed and delivered by Parent and/or Merger Sub, the valid and binding obligations of Parent and Merger Sub, as the case may be, enforceable against Parent and Merger 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 Merger Sub Acquisition 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 Merger Sub 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 Merger Sub Acquisition of this Agreement and 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 Merger SubAcquisition, and the consummation by Merger Sub Acquisition of the Merger, have been duly authorized by all the shareholders of Merger Sub Acquisition and the Board of Directors of the Parent and Merger Sub 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 Merger Sub Acquisition will be necessary to authorize the execution, delivery and performance by each of the Parent and Merger Sub Acquisition of this Agreement, or the consummation by Merger Sub Acquisition and Parent of the Mergertransactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Merger Sub and is, is (and each of the other documents and instruments required by this Agreement to be executed and delivered by the Parent and/or Merger Sub Acquisition will be, when executed and delivered by the Parent and/or Merger Sub, Acquisition) the valid and binding obligations of the Parent and Merger SubAcquisition, as the case may be, enforceable against the Parent and Merger SubAcquisition, 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.