Common use of Incorporation; Authorization Clause in Contracts

Incorporation; Authorization. If the Shareholder is a corporation or other legal entity, such Shareholder is a subsisting corporation or other entity under the laws of its incorporating or organizational jurisdiction. The Shareholder has all necessary power, authority, capacity and right to enter into this Agreement and to carry out each of its obligations under this Agreement. This Agreement has been duly executed and delivered by the Shareholder and, assuming due authorization, execution and delivery by Acquiror, constitutes a legal, valid and binding agreement enforceable by Acquiror against the Shareholder in accordance with its terms, subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally and to the extent that equitable remedies such as specific performance and injunctions are only available in the discretion of the court from which they are sought.

Incorporation; Authorization. If the Shareholder is a corporation or other legal entity, such the Shareholder is a subsisting corporation or other entity under the laws of its incorporating or organizational jurisdiction. The Shareholder has all necessary power, authority, capacity and right to enter into this Agreement and to carry out each of its obligations under this Agreement. This Agreement has been duly executed and delivered by the Shareholder and, assuming due authorization, execution and delivery by Acquirorthe Purchaser, constitutes a legal, valid and binding agreement enforceable by Acquiror the Purchaser against the Shareholder in accordance with its terms, subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally and to the extent that equitable remedies such as specific performance and injunctions are only available in the discretion of the court from which they are sought.

Incorporation; Authorization. If the Shareholder Stockholder is a corporation or other legal entity, such Shareholder Stockholder is a subsisting corporation or other entity under the laws of its incorporating or organizational jurisdiction. The Shareholder Stockholder has all necessary power, authority, capacity and right to enter into this Agreement and to carry out each of its obligations under this Agreement. This Agreement has been duly executed and delivered by the Shareholder Stockholder and, assuming due authorization, execution and delivery by AcquirorMJA, constitutes a legal, valid and binding agreement enforceable by Acquiror MJA against the Shareholder Stockholder in accordance with its terms, subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally and to the extent that equitable remedies such as specific performance and injunctions are only available in the discretion of the court from which they are sought.

Incorporation; Authorization. If the Shareholder Stockholder is a corporation or other legal entity, such Shareholder Stockholder is a subsisting corporation or other entity under the laws of its incorporating or organizational jurisdiction. The Shareholder Stockholder has all necessary power, authority, capacity and right to enter into this Agreement and to carry out each of its obligations under this Agreement. This Agreement has been duly executed and delivered by the Shareholder Stockholder and, assuming due authorization, execution and delivery by AcquirorPOSaBIT, constitutes a legal, valid and binding agreement enforceable by Acquiror POSaBIT against the Shareholder Stockholder in accordance with its terms, subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally and to the extent that equitable remedies such as specific performance and injunctions are only available in the discretion of the court from which they are sought.

Incorporation; Authorization. If the Shareholder Stockholder is a corporation or other legal entity, such Shareholder Stockholder is a subsisting corporation or other entity under the laws of its incorporating or organizational jurisdiction. The Shareholder Stockholder has all necessary power, authority, capacity and right to enter into this Agreement and to carry out each of its obligations under this Agreement. This Agreement has been duly executed and delivered by the Shareholder Stockholder and, assuming due authorization, execution and delivery by AcquirorXxxxx, constitutes a legal, valid and binding agreement enforceable by Acquiror Xxxxx against the Shareholder Stockholder in accordance with its terms, subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally and to the extent that equitable remedies such as specific performance and injunctions are only available in the discretion of the court from which they are sought.

Incorporation; Authorization. If the Shareholder Stockholder is a corporation or other legal entity, such Shareholder Stockholder is a subsisting corporation or other entity under the laws of its incorporating or organizational jurisdiction. The Shareholder Stockholder has all necessary power, authority, capacity and right to enter into this Agreement and to carry out each of its obligations under this Agreement. This Agreement has been duly executed and delivered by the Shareholder Stockholder and, assuming due authorization, execution and delivery by AcquirorXxxxxxx, constitutes a legal, valid and binding agreement enforceable by Acquiror Xxxxxxx against the Shareholder Stockholder in accordance with its terms, subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally and to the extent that equitable remedies such as specific performance and injunctions are only available in the discretion of the court from which they are sought.

Incorporation; Authorization. If the Shareholder is a corporation or other legal entity, such Shareholder is a subsisting corporation or other entity under the laws of its incorporating or organizational jurisdiction. The Shareholder has all necessary power, authority, capacity and right to enter into this Agreement and to carry out each of its obligations under this Agreement. This Agreement has been duly executed and delivered by the Shareholder and, assuming due authorization, execution and delivery by AcquirorTorchlight, constitutes a legal, valid and binding agreement enforceable by Acquiror Torchlight against the Shareholder in accordance with its terms, subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally and to the extent that equitable remedies such as specific performance and injunctions are only available in the discretion of the court from which they are sought.