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

Execution, Delivery; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Parent and Merger Sub and the execution of the Certificate of Merger by Merger Sub, 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 Certificate of Merger. This Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes the valid and binding obligation of Parent and Merger Sub, enforceable in accordance with its terms and the Certificate of Merger, when executed and delivered by Merger Sub, will constitute the valid and binding obligation of Merger Sub, enforceable in accordance with its terms.

Execution, Delivery; Valid and Binding Agreement. The execution, delivery and performance of this Agreement Agreement, by Parent and Merger Sub Subsidiary, and the execution Articles of the Certificate of Merger Merger, by Merger SubSubsidiary, 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 Certificate Articles of Merger. This Agreement has been duly executed and delivered by Parent and Merger Sub Subsidiary and constitutes the valid and binding obligation of Parent and Merger SubSubsidiary, enforceable in accordance with its terms terms, and the Certificate Articles of Merger, when executed and delivered by Merger SubSubsidiary, will constitute the valid and binding obligation of Merger SubSubsidiary, enforceable in accordance with its terms.

Execution, Delivery; Valid and Binding Agreement. The execution, delivery and performance of this Agreement Agreement, by Parent and Merger Sub Subsidiary, and the execution of the Certificate of Merger Merger, by Merger SubSubsidiary, 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 Certificate of Merger. This Agreement has been duly executed and delivered by Parent and Merger Sub Subsidiary and constitutes the valid and binding obligation of Parent and Merger SubSubsidiary, enforceable in accordance with its terms terms, and the Certificate of Merger, when executed and delivered by Merger SubSubsidiary, will constitute the valid and binding obligation of Merger SubSubsidiary, enforceable in accordance with its terms.

Execution, Delivery; Valid and Binding Agreement. The execution, delivery and performance of this Agreement Agreement, by Parent and Merger Sub Subsidiary, and the execution Articles of the Certificate of Merger Merger, by Merger SubSubsidiary, and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate action, and no shareholder vote of Parent or other corporate proceedings on its part by Parent or Merger Subsidiary are necessary to authorize the execution, delivery or performance of this Agreement or the Certificate Articles of Merger. This Agreement has been duly executed and delivered by Parent and Merger Sub Subsidiary and constitutes the valid and binding obligation of Parent and Merger SubSubsidiary, enforceable in accordance with its terms terms, and the Certificate Articles of Merger, when executed and delivered by Merger SubSubsidiary, will constitute the valid and binding obligation of Merger SubSubsidiary, enforceable in accordance with its terms.