Common use of Enforceability; Authority Clause in Contracts

Enforceability; Authority. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and each other document, instrument or certificate contemplated by this Agreement to be executed by the Company in connection with the consummation of the transactions contemplated by this Agreement, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Transaction Agreements, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all requisite corporate action on the part of the Company and, except for obtaining the approval of the Company Stockholders, no other corporate action on the part of the Company Stockholders is required. This Agreement has been, and each of the Transaction Agreements to which the Company is a party will be at or prior to the Closing, duly and validly executed and delivered by the Company and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the other Transaction Agreements to which the Company is a party when so executed and delivered will constitute, a legal, valid and binding obligation of the Company, enforceable against it in accordance with its respective terms. Except for obtaining the Requisite Consent of the Stockholders, no action is required to be taken by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement or any other Transaction Agreement to which it is a party or the consummation of the Merger or any of the other transactions contemplated hereby, under the Governing Documents of the Company and each of its Subsidiaries, the DGCL or the laws of any other jurisdiction in which the Company is qualified to do business. (b) The board of directors of the Company, at a meeting duly called and held, based on the unanimous recommendation of the disinterested members of the board of directors of the Company, has (i) determined that the transactions contemplated by this Agreement and the Transaction Agreements to which the Company is a party are fair to, and in the best interests of, the Company Stockholders, (ii) approved and adopted this Agreement and the Transaction Agreements to which the Company is a party and the transactions contemplated hereby and thereby, including the Merger, and declared their advisability, and (iii) recommended adoption by the Company Stockholders, subject to the terms and conditions set forth herein, of this Agreement.

Enforceability; Authority. And NO CONFLICT. (a) The Company has all requisite corporate power and authority to execute and deliver Each of this Agreement Agreement, the Xxxx of Sale and each other document, document or instrument or certificate contemplated by this Agreement to be executed by the Company in connection with the consummation of the transactions contemplated by this Agreement, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Transaction Agreements, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all requisite corporate action on the part of the Company and, except for obtaining the approval of the Company Stockholders, no other corporate action on the part of the Company Stockholders is required. This Agreement has been, and each of the Transaction Agreements to which the Company is a party will be at or prior to the Closing, duly and validly executed and delivered by Seller at Closing (collectively, the Company and (assuming "Seller's Closing Documents") constitutes the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the other Transaction Agreements to which the Company is a party when so executed and delivered will constitute, a legal, valid valid, and binding obligation of the CompanySeller party thereto, enforceable against it in accordance with its respective terms. Except for obtaining Seller has the Requisite Consent of power and authority to execute and deliver the Stockholders, no action is required to be taken by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement or any other Transaction Agreement Seller's Closing Documents to which it is a party or the consummation and to perform its obligations under such Seller's Closing Documents, and such action has been duly authorized by all necessary action by such Seller's shareholders and board of the Merger or any of the other transactions contemplated hereby, under the Governing Documents of the Company and each of its Subsidiaries, the DGCL or the laws of any other jurisdiction in which the Company is qualified to do businessdirectors. (b) The board Neither the execution and delivery of directors this Agreement nor the consummation or performance of any of the CompanyContemplated Transactions will, at a meeting duly called and held, based on the unanimous recommendation directly or indirectly (with or without notice or lapse of time or both): (i) breach (A) any provision of any of the disinterested members Governing Documents of Seller, or (B) any resolution adopted by the board of directors or the shareholders of the Company, has (i) determined that the transactions contemplated by this Agreement and the Transaction Agreements to which the Company is a party are fair to, and in the best interests of, the Company Stockholders, Seller; (ii) approved and adopted this Agreement and breach, or give any Governmental Body or other Person the Transaction Agreements right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which Seller, or any of the Company is a party and the transactions contemplated hereby and therebyAssets, including the Merger, and declared their advisability, and may be subject; (iii) recommended adoption contravene, conflict with, or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Company Stockholders, subject a Seller and used in or that relates to the terms and conditions set forth hereinAssets or to the PhotoLoft Business; (iv) cause Buyer to become subject to, or to become liable for, the payment of this Agreementany Tax; (v) breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate, or modify, any Seller Contract (except for any such provision prohibiting the assignment of such Seller Contract to Buyer without the consent of a party (other than a Seller) to such Seller Contract); or (vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets.

Enforceability; Authority. NO CONFLICT; NO CONSENTS (a) The Company Each Seller has all requisite corporate power and authority to execute and deliver this Agreement and each other document, instrument or certificate contemplated by this Agreement to be executed by the Company in connection with the consummation of the transactions contemplated by this Agreement, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of enter into this Agreement and the Transaction Agreementsdocuments to be delivered by such Seller at the Closing and to perform its obligations hereunder and thereunder, and including the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all requisite corporate action on the part of the Company and, except for obtaining the approval of the Company Stockholders, no other corporate action on the part of the Company Stockholders is requiredContemplated Transactions. This Agreement has been, and each of the Transaction Agreements to which the Company is a party will be at or prior to the Closing, been duly and validly executed and delivered by the Company each Seller and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the other Transaction Agreements to which the Company is a party when so executed and delivered will constitute, constitutes a legal, valid and binding obligation of the Companyeach Seller, enforceable against it each Seller in accordance with its respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect that affect creditors' rights generally and by legal and equitable limitations on the availability of specific remedies. Except for obtaining This Agreement and the Requisite Consent Contemplated Transactions have been duly authorized by all necessary action by each Seller's board of the Stockholders, no directors and shareholders. No further action is required necessary on the part of Sellers to be taken by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery execute and performance of deliver this Agreement or any other Transaction Agreement to which it is a party or consummate the consummation of the Merger or any of the other transactions contemplated hereby, under the Governing Documents of the Company and each of its Subsidiaries, the DGCL or the laws of any other jurisdiction in which the Company is qualified to do businessContemplated Transactions. (b) The board of directors Except as set forth in Section 3.2(b) of the CompanySeller Disclosure Schedules, at a meeting duly called neither the execution and held, based on delivery of this Agreement nor the unanimous recommendation consummation or performance of any of the disinterested members Contemplated Transactions by Sellers will, directly or indirectly (with or without notice or lapse of the board of directors of the Company, has time): (i) determined that Conflict with or violate the transactions contemplated by this Agreement and the Transaction Agreements to which the Company is a party are fair to, and in the best interests of, the Company Stockholders, articles of incorporation or other governing documents of any Seller; (ii) approved and adopted this Agreement and the Transaction Agreements Conflict with, result in a breach, violation or termination of any provision of, constitute a default under or give rise to which the Company is a party and the transactions contemplated hereby and therebyany right of termination, including the Mergercancellation or acceleration, and declared their advisabilityor loss of any right or benefit or both, and under any Seller Contract; (iii) recommended adoption by Result in an acceleration or increase of any Indebtedness with respect to either Business or the Company StockholdersAssets; (iv) Result in the imposition or creation of any Encumbrance (other than a Permitted Encumbrance) upon or with respect to any of the Assets; or (v) Contravene, subject conflict with or result in a violation or breach of any Governmental Authorization, Legal Requirement or Order applicable to Sellers, either Business or any of the terms and conditions Assets or to which Sellers may be subject. (c) Except as set forth hereinin Section 3.2(c) of the Seller Disclosure Schedules, no Seller is required to give any notice to or obtain any Consent or Governmental Authorization from any Person in connection with the execution and delivery of this AgreementAgreement or the consummation or performance of any of the Contemplated Transactions.