Common use of Execution and Delivery; Valid and Binding Agreement Clause in Contracts

Execution and Delivery; Valid and Binding Agreement. This Agreement has been duly executed and delivered by Seller, and each of the other agreements, documents and instruments contemplated hereby to be executed and delivered by Seller at the Closing, when so executed and delivered, shall have been duly executed and delivered by Seller. The execution, delivery and performance of this Agreement by Seller and the other agreements, documents and instruments contemplated hereby to be executed and delivered by Seller at the Closing and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate action, and no other corporate proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement or the other agreements, documents and instruments contemplated hereby to be executed and delivered by Seller at the Closing. Assuming that this Agreement is the valid and binding agreement of Buyer and the Company, this Agreement constitutes, and each of the other agreements, documents and instruments contemplated hereby to be executed and delivered by Seller at the Closing, when so executed and delivered shall constitute, the valid and binding obligation of Seller, enforceable against such Seller in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and general principles of equity effecting the availability of specific performance and other equitable remedies.

Execution and Delivery; Valid and Binding Agreement. This Agreement has been duly executed and delivered by Seller, and each of the other agreements, documents and instruments contemplated hereby to be executed and delivered by Seller at the Closing, when so executed and delivered, shall have been duly executed and delivered by Seller. The execution, delivery and performance by such Seller of this Agreement by Seller and the each other agreements, documents and instruments contemplated hereby document to be executed and delivered entered into by such Seller at the Closing and in connection with the consummation of the transactions contemplated hereby and thereby Transactions have been (or, as applicable with respect to such other documents, will be as of the Closing) duly and validly authorized by all requisite corporate actionaction on the part of such Seller, and no other corporate proceedings actions on its such Seller's part are (or, as applicable with respect to such other documents, will be) necessary to authorize the execution, delivery or performance of this Agreement. This Agreement or the and each other agreements, documents and instruments contemplated hereby document to be entered into by such Seller in connection with the consummation of the Transactions has been (or, as applicable with respect to such other documents, will be as of the Closing) duly executed and delivered by such Seller, and (assuming due authorization, execution and delivery by each other Seller at and Buyer) each of this Agreement and each such other document constitutes (or, as applicable with respect to such other documents, will constitute as of the Closing. Assuming that this Agreement is the valid and binding agreement of Buyer and the Company, this Agreement constitutes, and each of the other agreements, documents and instruments contemplated hereby to be executed and delivered by Seller at the Closing, when so executed and delivered shall constitute, the ) a valid and binding obligation of such Seller, enforceable against such Seller in accordance with their its terms, except (a) if the Parties fail to obtain approval of the Transactions from the appropriate Governmental Authority under the HSR Act, or (b) as enforceability may be limited by bankruptcy, insolvency, fraudulent transferconveyance, reorganization, or moratorium and Laws, other similar Laws of general applicability relating to or affecting creditors’ ' rights and general principles of equity effecting affecting the availability of specific performance and other equitable remediesremedies (regardless of whether enforcement is sought in a proceeding at law or in equity).

Execution and Delivery; Valid and Binding Agreement. This The Company has all requisite corporate power and authority to enter into and deliver and to perform its obligations under this Agreement has been duly executed and delivered by Seller, and each of the other agreements, documents applicable Transaction Agreements; and instruments contemplated hereby to be executed and delivered by Seller at the Closing, when so executed and delivered, shall have been duly executed and delivered by Seller. The execution, delivery and performance by the Company of this Agreement by Seller and the other agreementsapplicable Transaction Agreements have been duly authorized by all necessary action on the part of the Company and its board of directors. The board of directors of the Company has (a) duly approved this Agreement and the transactions contemplated hereby, documents (b) determined that the terms of the Merger are advisable and instruments contemplated hereby to be executed in the best interests of the stockholders of the Company and delivered by Seller at (c) recommended the Closing approval of the Merger and the adoption of this Agreement and the consummation of the transactions contemplated hereby to the stockholders of the Company (collectively, the “Company Board Recommendation”). The only votes or consents required to approve this Agreement, the Merger and thereby have been duly and validly authorized by all requisite corporate action, and no other corporate proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement or the other agreementstransactions contemplated hereunder under the DGCL, documents and instruments contemplated hereby to be executed and delivered by Seller at the ClosingCompany’s Organizational Documents or under any other Applicable Law are set forth in Schedule 3.02 of the Disclosure Schedules (the “Company Requisite Vote”). Assuming that this This Agreement is the valid and binding agreement of Buyer and the Companyother applicable Transaction Agreements constitutes the legal, this Agreement constitutes, and each of the other agreements, documents and instruments contemplated hereby to be executed and delivered by Seller at the Closing, when so executed and delivered shall constitute, the valid and binding obligation of Sellerthe Company, enforceable against such Seller the Company in accordance with their its terms, except as enforceability may be limited by subject to (i) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors, fraudulent transferand (ii) rules of law governing specific performance, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and general principles of equity effecting the availability of specific performance injunctive relief and other equitable remedies.