Common use of Power and Authorization; Enforceability Clause in Contracts

Power and Authorization; Enforceability. Each Company has all requisite right, power, and authority to execute and deliver this Agreement and the other Company Transaction Documents to which it is a party, to perform its obligations under this Agreement and under each other Company Transaction Document to which it is a party, and to consummate the Transaction. All necessary corporate action has been taken by each Company to authorize the execution, delivery and performance by the Company of this Agreement and each other Company Transaction Document to which it is a party. Each Company has duly executed and delivered this Agreement and, at or prior to the Closing, will have duly executed and delivered each other Company Transaction Document that contemplates such Company is a party thereto. Assuming that this Agreement and each of the other Company Transaction Documents are valid and binding obligations of each of the other parties to this Agreement and each of the other Company Transaction Documents, this Agreement is, and each other Company Transaction Document, when duly executed and delivered at the Closing by any Company, will be, the legal, valid and binding obligation of such Company, enforceable against it in accordance with its respective terms, except as enforceability of such obligations may be limited by the Remedies Exception.

Power and Authorization; Enforceability. Each The Company has all requisite rightrights, power, and authority to execute and deliver this Agreement and the other Company Transaction Documents to which it is, or is specified to be, a partyparty (collectively, the “Company Transaction Documents”), to perform its obligations under this Agreement hereunder and under each other Company Transaction Document to which it is a partythereunder, and to consummate the Transactiontransactions contemplated hereby and thereby. All Except for shareholder approval of the Articles Amendment, all necessary corporate action has been taken by each the Company to authorize the execution, delivery and performance by the Company of this Agreement and each other Company Transaction Document to which it is a partyDocument. Each The Company has duly executed and delivered this Agreement and, at or prior to the Closing, will have duly executed and delivered each other Company Transaction Document that contemplates such Company is a party theretoDocument. Assuming that this Agreement and each of the other Company Transaction Documents are valid and binding obligations of each of the other parties to this Agreement and each of the other Company Transaction Documents, this This Agreement is, and each other Company Transaction Document, when duly executed and delivered at the Closing by any the Company, will be, the legal, valid and binding obligation obligations of such the Company, enforceable against it in accordance with its their respective terms, except as enforceability of such obligations may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws now or hereafter in effect relating to or limiting creditors’ rights generally and general principles of equity relating to the Remedies Exceptionavailability of specific performance and injunctive and other forms of equitable relief.

Power and Authorization; Enforceability. Each The Company has all requisite right, power, power and authority to execute and deliver this Agreement and the other Company Transaction Documents to which it is, or is specified to be, a partyparty (collectively, the “Company Transaction Documents”), to perform its obligations under this Agreement and under each other Company Transaction Document to which it is a party, and to consummate the Transaction. All necessary corporate action has been taken by each the Company to authorize the execution, delivery and performance by the Company of this Agreement and each other Company Transaction Document to which it is a partyDocument. Each The Company has duly executed and delivered this Agreement and, at or prior to the Closing, will have duly executed and delivered each other Company Transaction Document that contemplates such Company is a party theretoDocument. Assuming that this Agreement and each of the other Company Transaction Documents are valid and binding obligations of each of the other parties Parties to this Agreement and each of the other Company Transaction Documents, this Agreement is, and each other Company Transaction Document, when duly executed and delivered at the Closing by any the Company, will be, the legal, valid and binding obligation of such the Company, enforceable against it in accordance with its respective terms, except as enforceability of such obligations may be limited by the Remedies ExceptionEnforceability Exceptions.

Power and Authorization; Enforceability. Each The Company has all requisite right, power, power and authority to execute and deliver this Agreement and the other Company Transaction Documents to which it is, or is specified to be, a partyparty (collectively, the “Company Transaction Documents”), to perform its obligations under this Agreement and under each other Company Transaction Document to which it is a party, and to consummate the Transaction. All necessary corporate limited liability company action has been taken by each the Company to authorize the execution, delivery and performance by the Company of this Agreement and each other Company Transaction Document to which it is a partyDocument. Each The Company has duly executed and delivered this Agreement and, at or prior to the Closing, will have duly executed and delivered each other Company Transaction Document that contemplates such Company is a party theretoDocument. Assuming that this Agreement and each of the other Company Transaction Documents are valid and binding obligations of each of the other parties Parties to this Agreement and each of the other Company Transaction Documents, this Agreement is, and each other Company Transaction Document, when duly executed and delivered at the Closing by any the Company, will be, the legal, valid and binding obligation of such the Company, enforceable against it in accordance with its respective terms, except as enforceability of such obligations may be limited by the Remedies ExceptionEnforceability Exceptions.