Common use of Power, Authority and Validity Clause in Contracts

Power, Authority and Validity. GoodNoise 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 GoodNoise and Sub, and no other corporate proceedings are necessary to authorize this Agreement or the other Transaction Documents. GoodNoise 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 each of the other Transaction Documents to which GoodNoise and Sub are a party, when executed and delivered by GoodNoise and Sub shall be, the valid and binding obligations of GoodNoise and Sub, 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. GoodNoise HealthDesk 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 GoodNoise HealthDesk and Sub, and no other corporate proceedings are necessary to authorize this Agreement or the other Transaction Documents. GoodNoise HealthDesk 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 each of the other Transaction Documents to which GoodNoise HealthDesk and Sub are a party, when executed and delivered by GoodNoise HealthDesk and Sub shall be, the valid and binding obligations of GoodNoise HealthDesk and Sub, 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. GoodNoise 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 GoodNoise and Sub, and no other corporate proceedings are necessary to authorize this Agreement or the other Transaction Documents. GoodNoise 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 each of the other Transaction Documents to which GoodNoise and Sub are a party, when executed and delivered by GoodNoise and Sub shall be, the valid and binding obligations of GoodNoise and Sub, 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. GoodNoise 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 GoodNoise Acquiror and Sub, and no other corporate proceedings are necessary to authorize this Agreement or the other Transaction Documents. GoodNoise 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 each of the other Transaction Documents to which GoodNoise Acquiror and Sub are or will be a party, when executed and delivered by GoodNoise Acquiror and Sub shall be, the valid and binding obligations of GoodNoise Acquiror and Sub, 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.