Common use of Power, Authority and Validity Clause in Contracts

Power, Authority and Validity. Acquiror and Sub have the corporate power and authority to enter into this Agreement and other Transaction Documents to which they are a party and to carry out their obligations hereunder and thereunder. The execution and delivery of this Agreement and the Transaction Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the board of directors of Acquiror and Sub, and no other corporate proceedings are necessary to authorize this Agreement or the other Transaction Documents. The execution and delivery by Acquiror and Sub of the Transaction Documents to which either of them is a party, the performance by Acquiror and Sub of their respective obligations hereunder and thereunder and the consummation of the Merger by Acquiror and Sub will not require any filing or registration with, or consent or approval of, any Governmental Body or any other third party, other than (i) the filing of the Agreement of Merger with the Secretary of State of the State of Delaware and the New York Department of State, and (ii) any consents, filings, authorizations or registrations as may be required under applicable federal and state securities laws. Acquiror and Sub are not subject to or obligated under any charter, bylaw or contract provision or any license, franchise or permit or subject to any order or decree, which would be breached or violated in a material manner by or in material conflict with its executing and carrying out this Agreement and the transactions contemplated hereunder and under the Transaction Documents. This Agreement is, and the other Transaction Documents to which Acquiror and Sub are a party, when executed and delivered by Acquiror and Sub shall be, the valid and binding obligations of Acquiror and Sub, enforceable in accordance with their terms, subject to (i) laws of general application relating to bankruptcy, insolvency, and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Power, Authority and Validity. Acquiror JNE and Sub RETN have the corporate power and authority to enter into this Agreement and the other Transaction Documents to which they are a party parties and to carry out their obligations hereunder and thereunder. The execution and delivery of this Agreement and the Transaction Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the board Boards of directors Directors of Acquiror JNE and Sub, RETN and no other corporate proceedings on the part of RETN are necessary to authorize this Agreement or Agreement, the other Transaction Documents. The execution and delivery by Acquiror and Sub of the Transaction Documents to which either of them is a party, the performance by Acquiror and Sub of their respective obligations hereunder and thereunder and the consummation of the Merger by Acquiror transactions contemplated herein and Sub will not require any filing or registration with, or consent or approval of, any Governmental Body or any other third party, other than (i) the filing of the Agreement of Merger with the Secretary of State of the State of Delaware therein. JNE and the New York Department of State, and (ii) any consents, filings, authorizations or registrations as may be required under applicable federal and state securities laws. Acquiror and Sub RETN are not subject to to, or obligated under under, any charter, bylaw or contract provision or any license, franchise or permit permit, or subject to any order or decree, which would be breached or violated in a material manner by or in material conflict with its executing and carrying out this Agreement and the transactions contemplated hereunder and under the Transaction Documents. Except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevantauthorities of other states in which RETN is qualified to do business, and (ii) filings under applicable securities laws, no consent of any person who is a party to a contract which is material to RETN's business, nor consent of any governmental authority, is required to be obtained on the part of RETN to permit the transactions contemplated herein and to permit RETN to continue the business activities of RETN as previously conducted by RETN without a Material Adverse Effect. This Agreement is, and the other Transaction Documents to which Acquiror and Sub are a party, when executed and delivered by Acquiror JNE and Sub RETN shall be, the valid and binding obligations of Acquiror JNE and SubRETN, enforceable in accordance with their respective terms, subject to (i) laws of general application relating to bankruptcy, insolvency, and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Power, Authority and Validity. Acquiror and Sub have Visigenic has the corporate power and authority ----------------------------- to enter into this Agreement and the other Transaction Documents to which they are it is a party and to carry out their its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Transaction Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the board Board of directors Directors of Acquiror and SubVisigenic, and, on the Closing Date, by the stockholders of Visigenic, and no other corporate proceedings on the part of Visigenic are necessary to authorize this Agreement or Agreement, the other Transaction Documents. The execution and delivery by Acquiror and Sub of the Transaction Documents to which either of them is a party, the performance by Acquiror and Sub of their respective obligations hereunder and thereunder and the consummation of the Merger by Acquiror transactions contemplated herein and Sub will not require any filing or registration with, or consent or approval of, any Governmental Body or any other third party, other than (i) the filing of the Agreement of Merger with the Secretary of State of the State of Delaware and the New York Department of State, and (ii) any consents, filings, authorizations or registrations as may be required under applicable federal and state securities lawstherein. Acquiror and Sub are Visigenic is not subject to or obligated under any charter, bylaw or contract provision or any license, franchise or permit permit, or subject to any order or decree, which would be breached or violated in a material manner by or in material conflict with its their executing and carrying out this Agreement and the transactions contemplated hereunder and under the Transaction Documents. Except for (i) the filing of a certificate of merger with the Secretary of State of the State of Delaware, and (ii) filings under applicable securities laws, no consent of any person who is a party to a contract which is material to Visigenic's business, nor consent of any governmental authority, is required to be obtained on the part of Visigenic to permit the transactions contemplated herein and continue the business activities of Visigenic as previously conducted by Visigenic without material adverse change. This Agreement is, and the other Transaction Documents to which Acquiror and Sub are a party, when executed and delivered by Acquiror and Sub Visigenic shall be, the valid and binding obligations of Acquiror and Sub, Visigenic enforceable in accordance with their respective terms, subject to (i) laws of general application relating to bankruptcy, insolvency, and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Power, Authority and Validity. Acquiror and Sub have CustomWare has the corporate ----------------------------- power and authority to enter into this Agreement and the other Transaction Documents to which they are it is a party and to carry out their its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Transaction Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the board Board of directors Directors of Acquiror CustomWare and Subon the Closing Date, by the Shareholder and no other corporate proceedings on the part of CustomWare are necessary to authorize this Agreement or Agreement, the other Transaction Documents. The execution and delivery by Acquiror and Sub of the Transaction Documents to which either of them is a party, the performance by Acquiror and Sub of their respective obligations hereunder and thereunder and the consummation of the Merger by Acquiror transactions contemplated herein and Sub will not require any filing or registration with, or consent or approval of, any Governmental Body or any other third party, other than (i) the filing of the Agreement of Merger with the Secretary of State of the State of Delaware and the New York Department of State, and (ii) any consents, filings, authorizations or registrations as may be required under applicable federal and state securities lawstherein. Acquiror and Sub are CustomWare is not subject to or obligated under any charter, bylaw or contract provision or any license, franchise or permit permit, or subject to any order or decree, which would be breached or violated in a material manner by or in material conflict with its executing and carrying out this Agreement and the transactions contemplated hereunder and under the Transaction Documents. Except for (a) the filing of a certificate of merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which CustomWare is qualified to do business, and (b) filings under applicable securities laws, no consent of any person who is a party to a contract which is material to CustomWare's business, nor consent of any governmental authority, is required to be obtained on the part of CustomWare to permit the transactions contemplated herein and continue the business activities of CustomWare as previously conducted by CustomWare without material adverse change. This Agreement is, and the other Transaction Documents to which Acquiror and Sub are a party, when executed and delivered by Acquiror and Sub CustomWare shall be, the valid and binding obligations of Acquiror and Sub, CustomWare enforceable in accordance with their respective terms, subject to (i) laws of general application relating to bankruptcy, insolvency, and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Power, Authority and Validity. Acquiror and Sub have NIT has the corporate power and authority to ----------------------------- enter into this Agreement and the other Transaction Documents to which they are it is a party and to carry out their its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Transaction Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the board Board of directors Directors of Acquiror NIT and Subon the Closing Date, by the stockholders of NIT and no other corporate proceedings are on the part of NIT is necessary to authorize this Agreement or Agreement, the other Transaction Documents. The execution and delivery by Acquiror and Sub of the Transaction Documents to which either of them is a party, the performance by Acquiror and Sub of their respective obligations hereunder and thereunder and the consummation of the Merger by Acquiror transactions contemplated herein and Sub will not require any filing or registration with, or consent or approval of, any Governmental Body or any other third party, other than (i) the filing of the Agreement of Merger with the Secretary of State of the State of Delaware and the New York Department of State, and (ii) any consents, filings, authorizations or registrations as may be required under applicable federal and state securities lawstherein. Acquiror and Sub are NIT is not subject to or obligated under any charter, bylaw or contract provision or any license, franchise or permit permit, or subject to any order or decree, which would be breached or violated in a material manner by or in material conflict with its executing and carrying out this Agreement and the transactions contemplated hereunder and under the Transaction Documents. Except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which NIT is qualified to do business, and (ii) filings under applicable securities laws, no consent of any person who is a party to a contract which is material to NIT's business, nor consent of any governmental authority, is required to be obtained on the part of each of the NIT Entities to permit the transactions contemplated herein and to permit NIT to continue the business activities of each of the NIT Entities as previously conducted by each of the NIT Entities without a Material Adverse Effect. This Agreement is, and the other Transaction Documents to which Acquiror and Sub are a party, when executed and delivered by Acquiror and Sub NIT shall be, the valid and binding obligations of Acquiror and SubNIT, enforceable in accordance with their respective terms, subject to (i) laws of general application relating to bankruptcy, insolvency, and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Power, Authority and Validity. Acquiror and Sub have HEI has the corporate power and authority to enter into this Agreement and the other Transaction Documents to which they are a party parties and to carry out their obligations hereunder and thereunder. The execution and delivery of this Agreement and the Transaction Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the board Board of directors Directors of Acquiror and Sub, HEI and no other corporate proceedings on the part of HEI are necessary to authorize this Agreement or Agreement, the other Transaction Documents. The execution and delivery by Acquiror and Sub of the Transaction Documents to which either of them is a party, the performance by Acquiror and Sub of their respective obligations hereunder and thereunder and the consummation of the Merger by Acquiror transactions contemplated herein and Sub will therein. HEI is not require any filing or registration withsubject to, or consent or approval ofobligated under, any Governmental Body or any other third party, other than (i) the filing of the Agreement of Merger with the Secretary of State of the State of Delaware and the New York Department of State, and (ii) any consents, filings, authorizations or registrations as may be required under applicable federal and state securities laws. Acquiror and Sub are not subject to or obligated under any charter, bylaw or contract provision or any license, franchise or permit permit, or subject to any order or decree, which would be breached or violated in a material manner by or in material conflict with its executing and carrying out this Agreement and the transactions contemplated hereunder and under the Transaction Documents. Except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which HEI is qualified to do business, and (ii) filings under applicable securities laws, no consent of any person who is a party to a contract which is material to HEI's business, nor consent of any governmental authority, is required to be obtained on the part of HEI to permit the transactions contemplated herein and to permit HEI to continue the business activities of HEI as previously conducted by HEI without a Material Adverse Effect. This Agreement is, and the other Transaction Documents to which Acquiror and Sub are a party, when executed and delivered by Acquiror and Sub HEI shall be, the valid and binding obligations of Acquiror and SubHEI, enforceable in accordance with their respective terms, subject to (i) laws of general application relating to bankruptcy, insolvency, and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Power, Authority and Validity. Acquiror JNE and Sub RETN have the corporate power and authority to enter into this Agreement and the other Transaction Documents to which they are a party parties and to carry out their obligations hereunder and thereunder. The execution and delivery of this Agreement and the Transaction Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the board Boards of directors Directors of Acquiror JNE and Sub, RETN and no other corporate proceedings on the part of RETN are necessary to authorize this Agreement or Agreement, the other Transaction Documents. The execution and delivery by Acquiror and Sub of the Transaction Documents to which either of them is a party, the performance by Acquiror and Sub of their respective obligations hereunder and thereunder and the consummation of the Merger by Acquiror transactions contemplated herein and Sub will not require any filing or registration with, or consent or approval of, any Governmental Body or any other third party, other than (i) the filing of the Agreement of Merger with the Secretary of State of the State of Delaware therein. JNE and the New York Department of State, and (ii) any consents, filings, authorizations or registrations as may be required under applicable federal and state securities laws. Acquiror and Sub RETN are not subject to to, or obligated under under, any charter, bylaw or contract provision or any license, franchise or permit permit, or subject to any order or decree, which would be breached or violated in a material manner by or in material conflict with its executing and carrying out this Agreement and the transactions contemplated hereunder and under the Transaction Documents. Except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which RETN is qualified to do business, and (ii) filings under applicable securities laws, no consent of any person who is a party to a contract which is material to RETN's business, nor consent of any governmental authority, is required to be obtained on the part of RETN to permit the transactions contemplated herein and to permit RETN to continue the business activities of RETN as previously conducted by RETN without a Material Adverse Effect. This Agreement is, and the other Transaction Documents to which Acquiror and Sub are a party, when executed and delivered by Acquiror JNE and Sub RETN shall be, the valid and binding obligations of Acquiror JNE and SubRETN, enforceable in accordance with their respective terms, subject to (i) laws of general application relating to bankruptcy, insolvency, and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Power, Authority and Validity. Acquiror and Sub have (a) NetSource has the corporate power and authority to enter into this Agreement and the other Transaction Documents to which they are it is a party and to carry out their its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Transaction Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the board Board of directors Directors of Acquiror NetSource and Subon the Closing Date, by the stockholders of NetSource and no other corporate proceedings on the part of NetSource are necessary to authorize this Agreement or Agreement, the other Transaction Documents. The execution and delivery by Acquiror and Sub of the Transaction Documents to which either of them is a party, the performance by Acquiror and Sub of their respective obligations hereunder and thereunder and the consummation of the Merger by Acquiror transactions contemplated herein and Sub will not require any filing or registration with, or consent or approval of, any Governmental Body or any other third party, other than (i) the filing of the Agreement of Merger with the Secretary of State of the State of Delaware and the New York Department of State, and (ii) any consents, filings, authorizations or registrations as may be required under applicable federal and state securities lawstherein. Acquiror and Sub are NetSource is not subject to or obligated under any charter, bylaw or contract provision or any license, franchise or permit permit, or subject to any order or decree, which would be breached or violated in a material manner by or in material conflict with its executing and carrying out this Agreement and the transactions contemplated hereunder and under the Transaction Documents. Except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which NetSource is qualified to do business, and (ii) filings under applicable securities laws, no consent of any person who is a party to a contract which is material to NetSource's business, nor consent of any governmental authority, is required to be obtained on the part of the NetSource Entities to permit the transactions contemplated herein and to permit NetSource to continue the business activities of each of the NetSource Entities as previously conducted by each of the NetSource Entities without a Material Adverse Effect. This Agreement is, and the other Transaction Documents to which Acquiror and Sub are a party, when executed and delivered by Acquiror and Sub NetSource shall be, the valid and binding obligations of Acquiror and SubNetSource, enforceable in accordance with their respective terms, subject to (i) laws of general application relating to bankruptcy, insolvency, and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Power, Authority and Validity. Acquiror and Sub have DNA has the corporate power and authority to ----------------------------- enter into this Agreement and the other Transaction Documents to which they are it is a party and to carry out their its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Transaction Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the board Board of directors Directors of Acquiror DNA and Subon the Closing Date, by the stockholders of DNA and no other corporate proceedings on the part of DNA are necessary to authorize this Agreement or Agreement, the other Transaction Documents. The execution and delivery by Acquiror and Sub of the Transaction Documents to which either of them is a party, the performance by Acquiror and Sub of their respective obligations hereunder and thereunder and the consummation of the Merger by Acquiror transactions contemplated herein and Sub will not require any filing or registration with, or consent or approval of, any Governmental Body or any other third party, other than (i) the filing of the Agreement of Merger with the Secretary of State of the State of Delaware and the New York Department of State, and (ii) any consents, filings, authorizations or registrations as may be required under applicable federal and state securities lawstherein. Acquiror and Sub are DNA is not subject to or obligated under any charter, bylaw or contract provision or any license, franchise or permit permit, or subject to any order or decree, which would be breached or violated in a material manner by or in material conflict with its executing and carrying out this Agreement and the transactions contemplated hereunder and under the Transaction Documents. Except for (i) the filing of the Certificates of Merger with the Secretaries of State of the States of Illinois and Delaware, and appropriate documents with the relevant authorities of other states in which DNA is qualified to do business, and (ii) filings under applicable securities laws, no consent of any person who is a party to a contract which is material to DNA's business, nor consent of any governmental authority, is required to be obtained on the part of DNA to permit the transactions contemplated herein and to permit DNA to continue its business activities as previously conducted without a Material Adverse Effect. This Agreement is, and the other Transaction Documents to which Acquiror and Sub are a party, when executed and delivered by Acquiror and Sub DNA shall be, the valid and binding obligations of Acquiror and SubDNA, enforceable in accordance with their respective terms, subject to (i) laws of general application relating to bankruptcy, insolvency, and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.