Common use of Power and Authority; Binding Agreement Clause in Contracts

Power and Authority; Binding Agreement. Each of IMS and the Company has all requisite power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform its respective obligations hereunder, and has, or on the Closing Date will have, the requisite power and authority to enter into the Transaction Agreements and to perform its respective obligations thereunder. This Agreement is a valid and binding obligation of each of IMS and the Company, enforceable against each of them in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting the rights of creditors generally and subject to the rules of law governing (and all limitations on) specific performance, injunctive relief and other equitable remedies (the "General Limitations"). When executed, each other Transaction Agreement will be the valid and binding obligation of each of IMS and the Company enforceable against each of them in accordance with its terms, except as the same may be limited by the General Limitations. Except as set forth in Section 3.2 of the Disclosure Schedule, no other act, approval or proceedings on the part of IMS or the Company is, or will be, required to authorize the execution and delivery of this Agreement and the other Transaction Agreements or the consummation of the transactions contemplated hereby and thereby.

Power and Authority; Binding Agreement. Each of IMS and the Company has all requisite power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform its respective obligations hereunder, and has, or on the Closing Date will have, the requisite power and authority to enter into each of the Transaction Agreements to which it is a party and to perform its respective obligations thereunder. This Agreement is a valid and binding obligation of each of IMS and the Company, enforceable against each of them in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws Laws affecting the rights of creditors generally and subject to the rules of law Law governing (and all limitations on) specific performance, injunctive relief and other equitable remedies (the "General Limitations"). When executed, each other Transaction Agreement to which it is a party will be the valid and binding obligation of each of IMS and the Company enforceable against each of them in accordance with its terms, except as the same may be limited by the General Limitations. Except as set forth in Section 3.2 of the Disclosure Schedule, no other act, approval or proceedings on the part of IMS or the Company is, or will be, required to authorize the execution and delivery of this Agreement and the other Transaction Agreements to which either of them is a party or the consummation of the transactions contemplated hereby and thereby.

Power and Authority; Binding Agreement. Each of IMS and the Company has all requisite power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform its respective obligations hereunder, and has, or on the Closing Date will have, the requisite power and authority to enter into each of the Transaction Agreements to which it is a party and to perform its respective obligations thereunder. This Agreement is a valid and binding obligation of each of IMS and the Company, enforceable against each of them in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws Laws affecting the rights of creditors generally and subject to the rules of law Law governing (and all limitations on) specific performance, injunctive relief and other equitable remedies (the "General Limitations"). When executed, each other Transaction Agreement to which either of IMS or the Company is a party will be the valid and binding obligation of each of IMS and the Company enforceable against each of them in accordance with its terms, except as the same may be limited by the General Limitations. Except as set forth in Section 3.2 of the Disclosure Schedule, no other act, approval or proceedings on the part of IMS or the Company is, or will be, required to authorize the execution and delivery of this Agreement and the other Transaction Agreements to which either of them is a party or the consummation of the transactions contemplated hereby and thereby.

Power and Authority; Binding Agreement. Each of IMS and the Company has all requisite power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform its respective obligations hereunder, and has, or on the Closing Date will have, the requisite power and authority to enter into each of the Transaction Agreements to which it is a party and to perform its respective obligations thereunder. This Agreement is a valid and binding obligation of each of IMS and the Company, enforceable against each of them in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws Laws affecting the rights of creditors generally and subject to the rules of law Law governing (and all limitations on) specific performance, injunctive relief and other equitable remedies (the "General Limitations"). When executed, each other Transaction Agreement to which either of IMS or the Company is a party will be the valid and binding obligation of each of IMS and the Company enforceable against each of them in accordance with its terms, except as the same may be limited by the General Limitations. Except as set forth in Section 3.2 of the Disclosure Schedule, no other act, approval or proceedings on the part of IMS or the Company is, or will be, required to authorize the execution and delivery of this Agreement and the other Transaction Agreements to which either of them is a party or the consummation of the transactions contemplated hereby and thereby.. Section 3.3