Common use of Power, Authorization and Validity Clause in Contracts

Power, Authorization and Validity. 2.2.1 Demixx xxx the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and all agreements to which Demixx xx or will be a party that are required to be executed pursuant to this Agreement (the "Demixx Xxxillary Agreements"). The execution, delivery and performance of this Agreement and the Demixx Xxxillary Agreements have been duly and validly approved and authorized by Demixx'x Xxxrd of Directors. 2.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable Demixx xx enter into, and to perform its obligations under, this Agreement and the Demixx Xxxillary Agreements, except for (a) the filing of the Agreement of Merger with the Washington Secretary of State and the filing of appropriate documents with the relevant authorities of other states in which Demixx xx qualified to do business, if any, and (b) such filings as may be required to comply with federal and state securities laws. 2.2.3 This Agreement and the Demixx Xxxillary Agreements are, or when executed by Demixx xxxl be, valid and binding obligations of Demixx xxxorceable in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (b) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities; provided, however, that the Agreement of Merger will not be effective until filed with the Washington Secretary of State.

Power, Authorization and Validity. 2.2.1 Demixx xxx (a) Each of Broadbase and Merger Sub has the right, power, legal capacity corporate power and authority to enter into and perform its obligations under this Agreement, and all agreements to which Demixx xx Broadbase or Merger Sub is or will be a party that are required to be executed pursuant to this Agreement (the "Demixx Xxxillary BROADBASE ANCILLARY AGREEMENTS") (either or both of the Panopticon Ancillary -26- 27 Agreements and the Broadbase Ancillary Agreements, as the context requires the "ANCILLARY AGREEMENTS"). The execution, delivery and performance of this Agreement and the Demixx Xxxillary Broadbase Ancillary Agreements have been duly and validly approved and authorized by Demixx'x Xxxrd Broadbase's Board of Directors and Merger Sub's Board of Directors, as applicable. 2.2.2 (b) No filing, authorization or approval, governmental or otherwise, is necessary to enable Demixx xx Broadbase or Merger Sub to enter into, and to perform its obligations under, this Agreement and the Demixx Xxxillary Broadbase Ancillary Agreements, except for (ai) the filing of the Agreement Certificate of Merger with the Washington Delaware Secretary of State and the filing of appropriate documents with the relevant authorities of other states in which Demixx xx Broadbase is qualified to do business, if any, and (bii) such filings as may be required to comply with federal and state securities laws, including the Permit Application (as defined in Section 6.5), and (iii) such filings as may be required by the HSR Act. 2.2.3 (c) This Agreement and the Demixx Xxxillary Broadbase Ancillary Agreements are, or when executed by Demixx xxxl Broadbase and Merger Sub (as applicable) and the other parties thereto will be, valid and binding obligations of Demixx xxxorceable Broadbase and Merger Sub, enforceable against Broadbase and Merger Sub in accordance with their respective terms, except as to the effect, if any, of (ai) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (bii) rules of law governing specific performance, injunctive relief and other equitable remedies and (ciii) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securitiesindemnification; provided, however, that the Certificate of Merger, the Agreement of Merger and the Broadbase Ancillary Agreements will not be effective until filed with the Washington Secretary earlier of Statethe Effective Time or the date provided for therein.

Power, Authorization and Validity. 2.2.1 Demixx xxx (a) Each of IVG and Acquisition has the corporate right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, Agreement and all agreements Ancillary Agreements to which Demixx xx it is or will be a party that are required to be executed pursuant to as contemplated by this Agreement (the "Demixx Xxxillary AgreementsIVG ANCILLARY AGREEMENTS"). The execution, delivery and performance of this Agreement and the Demixx Xxxillary IVG Ancillary Agreements have been duly approved by the IVG and validly approved and authorized by Demixx'x Xxxrd Acquisition Boards of Directors. 2.2.2 (b) No filing, authorization or approval, governmental or otherwise, is necessary to enable Demixx xx IVG or Acquisition to enter into, and to perform its obligations under, this Agreement and the Demixx Xxxillary IVG Ancillary Agreements, except for (ai) the filing of the Agreement certificate of Merger merger with the Washington Secretary of State and of the State of Delaware (which filing of appropriate documents with the relevant authorities of other states in which Demixx xx qualified to do business, if any, has been authorized by all necessary corporate action) and (bii) such filings as may be required to comply with federal and state securities lawsconsents disclosed in SCHEDULE 6.2(b). 2.2.3 (c) This Agreement and the Demixx Xxxillary IVG Ancillary Agreements are, or when executed and delivered by Demixx xxxl IVG and Acquisition will be, valid and binding obligations of Demixx xxxorceable IVG and Acquisition, enforceable against IVG and Acquisition in accordance with their respective terms, except as to the effect, if any, of (ai) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (bii) rules of law governing specific performance, injunctive relief and other equitable remedies remedies, and (ciii) the enforceability of provisions requiring any rights to indemnification in connection with the offeringbeing limited under applicable securities laws; PROVIDED, issuance or sale of securities; provided, howeverHOWEVER, that the Agreement of Merger IVG Ancillary Agreements will not be effective until filed with the Washington Secretary earlier of Statethe date set forth therein or the Effective Time.

Power, Authorization and Validity. 2.2.1 Demixx xxx (a) Cheyenne and SES each has the corporate right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, Agreement and all agreements Ancillary Agreements to which Demixx xx it is or will be a party that are required to be executed pursuant to as contemplated by this Agreement (the "Demixx Xxxillary Agreements")Agreement. The execution, delivery and performance of this Agreement and the Demixx Xxxillary Ancillary Agreements have been duly and validly approved by the Cheyenne and authorized SES Boards of Directors and the Shareholders, as required by Demixx'x Xxxrd of Directorsapplicable law. 2.2.2 (b) No filing, authorization or approval, governmental or otherwise, is necessary to enable Demixx xx Cheyenne or SES to enter into, and to perform its their respective obligations under, this Agreement and the Demixx Xxxillary Ancillary Agreements, except for (ai) the filing of the Agreement certificate of Merger merger with the Washington Secretary of State and of the State of Delaware (which filing of appropriate documents with has been authorized by all necessary corporate approvals), (ii) consents required under material contracts disclosed in SCHEDULE 4.5 as exceptions to the relevant authorities of other states representation made in which Demixx xx qualified to do business, if anySection 4.5, and (biii) such filings as may be required to comply with federal and state securities lawsthe filings, authorizations or approvals disclosed in SCHEDULE 4.2. 2.2.3 (c) This Agreement and the Demixx Xxxillary Ancillary Agreements are, or when executed and delivered by Demixx xxxl Cheyenne and SES (as applicable) will be, valid and binding obligations of Demixx xxxorceable Cheyenne and SES, enforceable against Cheyenne and SES in accordance with their respective terms, except as to the effect, if any, of (ai) applicable bankruptcy and other similar laws affecting the rights of creditors generally, and (bii) rules of law governing specific performance, injunctive relief and other equitable remedies and (ciii) the enforceability of provisions requiring any rights to indemnification in connection with the offeringbeing limited under applicable securities laws; PROVIDED, issuance or sale of securities; provided, howeverHOWEVER, that the Agreement of Merger Ancillary Agreements will not be effective until filed with the Washington Secretary earlier of Statethe date set forth therein or the Effective Time.

Power, Authorization and Validity. 2.2.1 Demixx xxx Throw has the right, power, legal capacity and authority to enter into and and, subject to Throw Shareholder approval, perform its obligations under this Agreement, Agreement and all agreements to which Demixx xx Throw is or will be a party that are required to be executed pursuant to this Agreement (the "Demixx Xxxillary Throw Ancillary Agreements"). The execution, delivery and performance of this Agreement and the Demixx Xxxillary Throw Ancillary Agreements have been duly and validly approved and authorized by Demixx'x Xxxrd Throw's Board of Directors. 2.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable Demixx xx Throw to enter into, and to perform its obligations under, this Agreement and the Demixx Xxxillary Throw Ancillary Agreements, except for (a) the filing of the Agreement Articles of Merger with the Washington Secretary of State State, and the filing of appropriate documents with the relevant authorities of other states in which Demixx xx Throw is qualified to do business, if any, and (b) such filings as may be required to comply with federal and state securities laws, (c) consents required under contracts disclosed in Exhibit 2.11 and (d) the approval of the Throw Shareholders of the transactions contemplated hereby, as provided under applicable law and Throw's Articles of Incorporation and Bylaws. 2.2.3 This Agreement and the Demixx Xxxillary Throw Ancillary Agreements are, or when executed by Demixx xxxl Throw will be, valid and binding obligations of Demixx xxxorceable Throw enforceable in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (b) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) the enforceability of provisions requiring indemnification or contribution in connection with the offering, issuance or sale of securities; provided, however, that the Agreement Articles of Merger will not be effective until filed with the Washington Secretary of State.

Power, Authorization and Validity. 2.2.1 Demixx xxx Netbot has the right, power, legal capacity and authority to enter into and and, subject to Netbot Stockholder approval, perform its obligations under this Agreement, Agreement and all agreements to which Demixx xx Netbot is or will be a party that are required to be executed pursuant to this Agreement (the "Demixx Xxxillary Netbot Ancillary Agreements"). The execution, delivery and performance of this Agreement and the Demixx Xxxillary Netbot Ancillary Agreements have been duly and validly approved and authorized by Demixx'x Xxxrd Netbot's Board of Directors. 2.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable Demixx xx Netbot to enter into, and to perform its obligations under, this Agreement and the Demixx Xxxillary Netbot Ancillary Agreements, except for (a) the filing of the Agreement of Merger with the Washington Delaware Secretary of State State, and the filing of appropriate documents with the relevant authorities of other states in which Demixx xx Netbot is qualified to do business, if any, and (b) such filings as may be required to comply with federal and state securities laws, (c) consents required under contracts disclosed in Exhibit 2.11 and (d) the approval of the Netbot Stockholders of the transactions contemplated hereby, as provided under applicable law and Netbot's Certificate of Incorporation and Bylaws. 2.2.3 This Agreement and the Demixx Xxxillary Netbot Ancillary Agreements are, or when executed by Demixx xxxl Netbot will be, valid and binding obligations of Demixx xxxorceable Netbot enforceable in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (b) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) the enforceability of provisions requiring indemnification or contribution in connection with the offering, issuance or sale of securities; provided, however, that the Agreement of Merger will not be effective until filed with the Washington Delaware Secretary of State.

Power, Authorization and Validity. 2.2.1 Demixx xxx Matchlogic has the right, power, legal capacity and authority to enter into and and, subject to Matchlogic Stockholder approval, perform its obligations under this Agreement, and all agreements to which Demixx xx Matchlogic is or will be a party that are required to be executed pursuant to this Agreement (the "Demixx Xxxillary AgreementsMATCHLOGIC ANCILLARY AGREEMENTS"). The execution, delivery and performance of this Agreement and the Demixx Xxxillary Matchlogic Ancillary Agreements have been duly and validly approved and authorized by Demixx'x Xxxrd Matchlogic's Board of Directors. 2.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable Demixx xx Matchlogic to enter into, and to perform its obligations under, this Agreement and the Demixx Xxxillary Matchlogic Ancillary Agreements, except for (a) the filing of the Agreement Certificate of Merger with the Washington Delaware Secretary of State State, and the filing of appropriate documents with the relevant authorities of other states in which Demixx xx Matchlogic is qualified to do business, if any, and (b) such filings as may be required to comply with federal and state securities laws, (c) consents required under contracts disclosed in Exhibit 2.11 and (d) the approval of the Matchlogic Stockholders of the transactions contemplated hereby, as provided under applicable law and Matchlogic's Certificate of Incorporation and Bylaws. 2.2.3 This Agreement and the Demixx Xxxillary Matchlogic Ancillary Agreements are, or when executed by Demixx xxxl Matchlogic will be, valid and binding obligations of Demixx xxxorceable Matchlogic enforceable in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (b) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities; provided, however, that the Agreement Certificate of Merger will not be effective until filed with the Washington Delaware Secretary of State.