Common use of Power, Authority and Validity Clause in Contracts

Power, Authority and Validity. (a) Neither the Sellers nor the Company is subject to or obligated under any charter, article of incorporation, bylaw or contract provision or any license, franchise or permit, or subject to any order or decree, which would be breached or violated by or in conflict with the execution and carrying out of this Agreement and the transactions contemplated hereunder and under the Transaction Documents. No consent of any person who is a party to a contract to which the Company is a party, nor consent of any governmental or regulatory authority, is required to be obtained on the part of the Company nor the Sellers to permit the transactions contemplated herein. (b) The Sellers are, and will at the Closing be, the lawful owners and registered holders of the number of shares of the Shares listed in Exhibit 1.1(a), which constitute all of the outstanding Company stock, free and clear of all liens, encumbrances, restrictions and claims of every kind. The Sellers have, and will at Closing have, full and legal right, power, authority and capacity to sell, assign, transfer and convey the Shares so owned by the Sellers pursuant to this Agreement, and the delivery to the Buyer of such Shares held by the Sellers pursuant to the provisions of this Agreement will transfer to the Buyer valid title thereto, free and clear of all liens, encumbrances, restrictions and claims of every kind. (c) The Sellers have full and legal right, power, authority and capacity to execute and deliver this Agreement and the Transaction Documents and to carry out the sale of the Shares held by the Sellers and carry out the other transactions contemplated hereby without the need to obtain the consent or approval of any other party. Following the execution of this Agreement, this Agreement and each of the Transaction Documents will constitute the legal, valid and binding obligations of the Sellers, enforceable against the Sellers in accordance with its terms. (d) The Sellers own one hundred percent (100%) of the outstanding stock of the Company and, after the Acquisition, the Buyer will own such stock free and clear of any liens, claims or encumbrances.

Power, Authority and Validity. (a) Neither Each NetSoft Shareholder has all requisite power and authority to enter into this Agreement and the Sellers other Transaction Documents to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Transaction Documents to which such NetSoft Shareholder is a party and the consummation of the transactions contemplated in this Agreement and in the Transaction Documents have been, or will prior to Closing have been, duly authorized by all necessary action on the part of such NetSoft Shareholder. This Agreement has been, and each of the Transaction Documents to which such NetSoft Shareholder is a party has been or will be as of the Closing Date, duly executed and delivered by such NetSoft Shareholder. To such NetSoft Shareholder's knowledge, except for any governmental and regulatory consents contemplated in this Agreement, no consent of any person who is a party to any contract with such NetSoft Shareholder, nor consent of any Governmental Body is required to be obtained by such NetSoft Shareholder to permit the Company consummation of the transactions contemplated in this Agreement and in the Transaction Documents, other than those that will be obtained prior to the Closing Date. No NetSoft Shareholder is subject to or obligated under any charter, article provision of any certificate or articles of incorporation, bylaw or contract provision or any license, franchise or permit, or subject to any order or decree, which would be breached or violated in any manner by or in conflict with the execution its executing and carrying out of this Agreement and the transactions contemplated hereunder in this Agreement and under in the Transaction Documents, other than those which will be cured prior to the Closing Date. No consent of any person who This Agreement is, and the other Transaction Documents to which such NetSoft Shareholder is a party to a contract to which the Company is a party, nor consent of any governmental or regulatory authority, is required to be obtained on the part of the Company nor the Sellers to permit the transactions contemplated herein. (b) The Sellers are, when executed and will at the Closing delivered by such NetSoft Shareholder shall be, the lawful owners and registered holders of the number of shares of the Shares listed in Exhibit 1.1(a), which constitute all of the outstanding Company stock, free and clear of all liens, encumbrances, restrictions and claims of every kind. The Sellers have, and will at Closing have, full and legal right, power, authority and capacity to sell, assign, transfer and convey the Shares so owned by the Sellers pursuant to this Agreement, and the delivery to the Buyer of such Shares held by the Sellers pursuant to the provisions of this Agreement will transfer to the Buyer valid title thereto, free and clear of all liens, encumbrances, restrictions and claims of every kind. (c) The Sellers have full and legal right, power, authority and capacity to execute and deliver this Agreement and the Transaction Documents and to carry out the sale of the Shares held by the Sellers and carry out the other transactions contemplated hereby without the need to obtain the consent or approval of any other party. Following the execution of this Agreement, this Agreement and each of the Transaction Documents will constitute the legal, valid and binding obligations of the Sellers, such NetSoft Shareholder enforceable against the Sellers in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency or the relief of debtors and (ii) rules of law or equity governing specific performance, injunctive relief, and other equitable remedies. (d) The Sellers own one hundred percent (100%) of the outstanding stock of the Company and, after the Acquisition, the Buyer will own such stock free and clear of any liens, claims or encumbrances.

Power, Authority and Validity. (a) Neither the Sellers nor the Company is subject to or obligated under any charter, article certificate of incorporation, bylaw or contract provision or any license, franchise or permit, or subject to any order or decree, which would be breached or violated by or in conflict with the execution and carrying out of this Agreement and the transactions contemplated hereunder and under the Transaction Documents. No consent of any person who is a party to a contract to which the Company is a party, nor consent of any governmental or regulatory authority, is required to be obtained on the part of the Company nor the Sellers to permit the transactions contemplated herein. (b) The Sellers are, and will at the Closing be, the lawful owners and registered holders of the number of shares of the Shares listed in Exhibit Schedule 1.1(a), which constitute all of the outstanding Company shares of the Company's capital stock, free and clear of all liens, encumbrances, restrictions and claims of every kind. The Sellers have, and will at Closing have, full and legal right, power, authority and capacity to sell, assign, transfer and convey the Shares so owned by the Sellers pursuant to this Agreement, and the delivery to the Buyer of such Shares held by the Sellers pursuant to the provisions of this Agreement will transfer to the Buyer valid title thereto, free and clear of all liens, encumbrances, restrictions and claims of every kind. (c) The Sellers have full and legal right, power, authority and capacity to execute and deliver this Agreement and the Transaction Documents and to carry out the sale of the Shares held by the Sellers and carry out the other transactions contemplated hereby without the need to obtain the consent or approval of any other party. Following the execution of this Agreement, this Agreement and each of the Transaction Documents will constitute the legal, valid and binding obligations of the Sellers, enforceable against the Sellers in accordance with its termsterms subject to bankruptcy, insolvency, moratorium, fraudulent conveyance, fraudulent transfer and similar laws of general applicability affecting the rights and remedies of creditors and to general principles of equity. (d) The Sellers own one hundred percent (100%) of the outstanding capital stock of the Company and, after the Acquisition, the Buyer will own such stock free and clear of any liens, claims or encumbrances. (e) The Sellers are not insolvent, bankrupt, or unable to satisfy their obligations as they become due. None of the Sellers has been threatened with or is the subject of any bankruptcy, receivership or similar proceeding involving or affecting the assets of the Sellers. There are no pending or threatened claims against any of the Sellers involving a fraudulent conveyance or fraudulent transfer that could impact the assets of any of the Sellers.

Power, Authority and Validity. (a) Neither NetSource has the Sellers nor corporate power to enter into this Agreement and the Company other Transaction Documents to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of NetSource and on the Closing Date, by the stockholders of NetSource and no other corporate proceedings on the part of NetSource are necessary to authorize this Agreement, the other Transaction Documents and the transactions contemplated herein and therein. NetSource is not subject to or obligated under any charter, article of incorporation, bylaw or contract provision or any license, franchise or permit, or subject to any order or decree, which would be breached or violated by or in conflict with the execution its executing and carrying out of this Agreement and the transactions contemplated hereunder and under the Transaction Documents. No 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 which the Company is a partyNetSource's business, nor consent of any governmental or regulatory authority, is required to be obtained on the part of the Company nor the Sellers NetSource Entities to permit the transactions contemplated hereinherein 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 when executed and delivered by NetSource shall be, the valid and binding obligations of NetSource, enforceable in accordance with their respective terms. (b) The Sellers are, and will at the Closing be, the lawful owners and registered holders assumption by NIT of the number of shares of the Shares listed in Exhibit 1.1(a), which constitute all of the outstanding Company stock, free and clear of all liens, encumbrances, restrictions and claims of every kind. The Sellers have, and will at Closing have, full and legal right, power, authority and capacity to sell, assign, transfer and convey the Shares so owned by the Sellers pursuant to this Agreement, and the delivery to the Buyer of such Shares held by the Sellers pursuant to the provisions of this Agreement will transfer to the Buyer valid title thereto, free and clear of all liens, encumbrances, restrictions and claims of every kind. (c) The Sellers have full and legal right, power, authority and capacity to execute and deliver this Agreement and the Transaction Documents and to carry out the sale of the Shares held by the Sellers and carry out the other transactions contemplated hereby without the need to obtain the consent or approval of any other party. Following the execution of this Agreement, this Agreement and each of the Transaction Documents will constitute the legal, valid and binding obligations of the Sellers, enforceable against the Sellers NetSource Options in accordance with its terms. Section will not (di) The Sellers own one hundred percent give the optionees additional benefits which they did not have under their options prior to such assumption (100%) after taking into account the existing provisions of the outstanding stock options, such as their respective exercise prices and vesting schedules) or (ii) constitute a breach of the Company and, after the Acquisition, the Buyer will own NetSource stock option plans or any agreement entered into pursuant to such stock free and clear of any liens, claims or encumbrancesplans.

Power, Authority and Validity. (a) Neither Enerdyne has the Sellers nor corporate power and authority to enter into this Agreement and the Company other Transaction Documents to which it is a party and to carry out its obligations hereunder and thereunder. Each Shareholder has full power and authority to enter into this Agreement and the other Transaction Documents to which such Shareholder is a party and to carry out his or her obligations hereunder and thereunder. The execution and delivery of this Agreement and the Transaction Documents to which Enerdyne is a party and the consummation of the transactions contemplated herein and therein have been duly authorized by the board of directors of Enerdyne, and no other corporate proceedings are necessary to authorize this Agreement and the other Transaction Documents. Enerdyne is not subject to or obligated under any charter, article of incorporation, bylaw or contract provision or any license, franchise or permit, or subject to any order or decree, which would be breached or violated by or in conflict with the execution its executing and carrying out of this Agreement and the transactions contemplated hereunder herein and under the Transaction Documents. No consent of any person who is a party to a contract which is material to which the Company is a partyEnerdyne's business, nor consent of any governmental or regulatory authoritybody, is required to be obtained on the part of Enerdyne or the Company nor the Sellers Shareholders to permit the transactions contemplated herein. (b) The Sellers are, herein and will at to continue the Closing be, the lawful owners and registered holders business activities of the number of shares of the Shares listed in Exhibit 1.1(a), which constitute all of the outstanding Company stock, free and clear of all liens, encumbrances, restrictions and claims of every kindEnerdyne as previously conducted by Enerdyne. The Sellers have, and will at Closing have, full and legal right, power, authority and capacity to sell, assign, transfer and convey the Shares so owned by the Sellers pursuant to this AgreementThis Agreement constitutes, and the delivery to the Buyer of such Shares held by the Sellers pursuant to the provisions of this Agreement will transfer to the Buyer valid title thereto, free and clear of all liens, encumbrances, restrictions and claims of every kind. (c) The Sellers have full and legal right, power, authority and capacity to execute and deliver this Agreement and the other Transaction Documents to which Enerdyne and/or each Shareholder is a party when executed and to carry out delivered by Enerdyne and/or such Shareholder, as the sale of the Shares held by the Sellers and carry out the other transactions contemplated hereby without the need to obtain the consent or approval of any other party. Following the execution of this Agreementcase may be, this Agreement and each of the Transaction Documents will constitute the legalshall constitute, valid and binding obligations of the Sellers, Enerdyne and/or such Shareholder enforceable against the Sellers in accordance with its their respective terms. (d) The Sellers own one hundred percent (100%) of the outstanding stock of the Company and, after the Acquisition, the Buyer will own such stock free and clear of any liens, claims or encumbrances.