Common use of Power, Authorization and Validity Clause in Contracts

Power, Authorization and Validity. (a) Each of Axtive and Purchaser has the requisite corporate right, power, legal capacity, and authority to enter into and perform its obligations under this Agreement and all agreements to which it is or will be a party as contemplated by this Agreement (the “Axtive Ancillary Agreements”). The execution, delivery, and performance of this Agreement and the Axtive Ancillary Agreements by Axtive and Purchaser have been duly and validly approved by the boards of directors of Axtive and Purchaser and by Axtive, as the sole shareholder of Purchaser, as required by applicable Law. No additional corporate proceedings on the part of Purchaser or Axtive are necessary to authorize the execution and delivery of this Agreement and the Axtive Ancillary Agreements and the consummation by Purchaser and Axtive of the transactions contemplated hereby and thereby. (b) No filing, authorization, approval, or consent, governmental or otherwise, is necessary to enable Axtive and Purchaser to enter into, and to perform their obligations under, this Agreement and the Axtive Ancillary Agreements. (c) This Agreement has been duly and validly executed and delivered by Axtive and Purchaser. Assuming the due authorization, execution, and delivery thereof by Seller and Shareholder, this Agreement constitutes, and the Axtive Ancillary Agreements, when executed and delivered by Axtive and/or Purchaser will constitute, valid and binding obligations of Axtive and Purchaser, as the case may be, enforceable against each of them in accordance with their respective terms, except as to the effect, if any, of: (i) applicable bankruptcy, insolvency, reorganization, moratorium, or other similar Laws affecting the rights of creditors generally; (ii) rules of Law governing specific performance, injunctive relief, and other equitable remedies; and (iii) any rights to indemnification being limited under applicable securities Laws; provided, however, that the Axtive Ancillary Agreements will not be effective until the earlier of the date set forth therein or the Closing Date.

Power, Authorization and Validity. (a) Each of Axtive and Purchaser Newco has the requisite corporate right, power, legal capacity, capacity and authority to enter into and perform its obligations under this Agreement and all agreements to which it is or will be a party as contemplated by this Agreement (the “"Axtive Ancillary Agreements”"). The execution, delivery, delivery and performance of this Agreement and the Axtive Ancillary Agreements by Axtive and Purchaser Newco have been duly and validly approved by the boards of directors of Axtive and Purchaser Newco and by Axtive, as the sole shareholder of PurchaserNewco, as required by applicable Law. No additional corporate proceedings on the part of Purchaser or Axtive are necessary to authorize the execution and delivery of this Agreement and the Axtive Ancillary Agreements and the consummation by Purchaser and Axtive of the transactions contemplated hereby and thereby. (b) No Except for the Merger Filings and such filings as may be required under federal or state securities Laws, no filing, authorization, approval, approval or consent, governmental or otherwise, is necessary to enable Axtive and Purchaser Newco to enter into, and to perform their obligations under, this Agreement and the Axtive Ancillary Agreements. (c) This Agreement has been duly and validly executed and delivered by Axtive and PurchaserNewco. Assuming the due authorization, execution, and delivery thereof by Seller Target and the Target Principal Shareholder, this Agreement constitutes, and the Axtive Ancillary Agreements, when executed and delivered by Axtive and/or Purchaser Newco will constitute, valid and binding obligations of Axtive and PurchaserNewco, as the case may be, enforceable against each of them in accordance with their respective terms, except as to the effect, if any, of: (i) applicable Applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or other similar Laws affecting the rights of creditors generally; (ii) rules Rules of Law governing specific performance, injunctive relief, relief and other equitable remedies; and (iii) any Any rights to indemnification being limited under applicable securities Laws; provided, however, that the Axtive Ancillary Agreements will not be effective until the earlier of the date set forth therein or the Closing DateEffective Time.

Power, Authorization and Validity. (a) Each of Axtive and Purchaser Buyer has the all requisite corporate right, power, legal capacity, power and authority to (i) enter into into, execute, deliver and perform its obligations under this Agreement and all agreements to which it is or will be a party as contemplated by this Agreement (each of the “Axtive Ancillary Agreements”). The execution, delivery, and performance of this Agreement and the Axtive Ancillary Agreements by Axtive and Purchaser have been duly and validly approved by the boards of directors of Axtive and Purchaser and by Axtive, as the sole shareholder of Purchaser, as required by applicable Law. No additional corporate proceedings on the part of Purchaser or Axtive are necessary to authorize the execution and delivery of this Agreement and the Axtive Buyer Ancillary Agreements and the consummation by Purchaser and Axtive of to consummate the transactions contemplated hereby and thereby, and (ii) acquire, own and operate the Purchase Assets and to conduct the Business. The execution, delivery and performance by Buyer of this Agreement and each of the Buyer Ancillary Agreements, and the purchase of the Purchased Assets by Buyer, have been duly and validly authorized by all necessary corporate action on the part of Buyer. (b) No filing, authorizationconsent, approval, order or consentauthorization of, notification to, action by or registration, declaration or filing with, any Governmental Authority, or any other person, governmental or otherwise, is necessary or required to be made or obtained by Buyer to enable Axtive and Purchaser Buyer to lawfully enter into, execute, deliver and to perform their its obligations under, under this Agreement and each of the Axtive Buyer Ancillary Agreements, or to consummate the transactions contemplated hereby or thereby. (c) This Agreement has and each of the Buyer Ancillary Agreements have been duly and validly executed and delivered by Axtive and PurchaserBuyer. Assuming the due authorization, execution, execution and delivery thereof by Seller and ShareholderSeller, this Agreement constitutes, and each of the Axtive Buyer Ancillary Agreements, when executed and delivered by Axtive and/or Purchaser will constitute, Agreements are valid and binding obligations of Axtive and Purchaser, as the case may be, Buyer enforceable against each of them Buyer in accordance with their respective terms, except as subject to the effect, if any, of: effect of (i) applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or other similar Laws affecting the laws now or hereafter in effect relating to rights of creditors generally; generally and (ii) rules of Law law and equity governing specific performance, injunctive relief, relief and other equitable remedies; and (iii) any rights to indemnification being limited under applicable securities Laws; provided, however, that the Axtive Ancillary Agreements will not be effective until the earlier of the date set forth therein or the Closing Date.

Power, Authorization and Validity. (a) Each of Axtive and Purchaser Seller has the requisite corporate right, power, legal capacity, capacity and authority to enter into and perform its obligations under this Agreement. This Agreement and all agreements to which it is has been or will be a party as contemplated duly executed and delivered by this Agreement (the “Axtive Ancillary Agreements”)Seller. The execution, delivery, delivery and performance of this Agreement and the Axtive Ancillary Agreements by Axtive and Purchaser have has been duly and validly approved and authorized by the boards of directors of Axtive and Purchaser and by Axtive, as the sole shareholder of Purchaser, as required by applicable Law. No additional all necessary corporate proceedings action on the part of Purchaser or Axtive are necessary to authorize Seller (other than the execution approval and delivery adoption of this Agreement by the stockholders of Seller as required under Delaware law). The Board of Directors of Seller (at a meeting duly called and held) has unanimously approved the Axtive Ancillary Agreements execution, delivery and performance of this Agreement by Seller, and unanimously recommended the consummation adoption and approval of this Agreement by Purchaser Seller's stockholders and Axtive of the transactions contemplated hereby and therebydirected that this Agreement be submitted for consideration by Seller's stockholders. (b) No filing, authorization, approval, authorization or consent, approval with or of any governmental or otherwise, entity is necessary or required to be made or obtained to enable Axtive and Purchaser Seller to enter into, and to perform their its obligations under, under this Agreement (other than the approval and adoption of this Agreement by the Axtive Ancillary Agreementsstockholders of Seller as required under Delaware law). (c) This Agreement has been duly and validly executed and delivered by Axtive and Purchaser. Assuming the due authorization, execution, execution and delivery thereof by Seller and ShareholderBuyer, this Agreement constitutesis, and the Axtive Ancillary Agreements, or when executed and delivered by Axtive and/or Purchaser Seller will constitutebe, valid and binding obligations of Axtive and Purchaser, as the case may beSeller, enforceable against each of them Seller in accordance with their respective its terms, subject to approval of Seller's stockholders, except as to the effect, if any, of: of (ia) applicable bankruptcy, insolvency, reorganization, moratorium, or bankruptcy and other similar Laws laws affecting the rights of creditors generally; generally and (iib) rules of Law law governing specific performance, injunctive relief, relief and other equitable remedies; and (iii) any rights to indemnification being limited under applicable securities Laws; provided, however, that the Axtive Ancillary Agreements will not be effective until the earlier of the date set forth therein or the Closing Date.

Power, Authorization and Validity. (a) Each of Axtive and Purchaser Buyer has the all requisite corporate right, power, legal capacity, power and authority to enter into (i) enter, execute, deliver and perform its obligations under this Agreement and all agreements each of the Buyer Ancillary Agreements and to which it is or will be a party as consummate the transactions contemplated by this Agreement hereby and thereby, and (ii) acquire, own and operate the “Axtive Ancillary Agreements”)Purchase Assets and to conduct the Business. The execution, delivery, and performance by Xxxxx of this Agreement and each of the Axtive Buyer Ancillary Agreements Agreements, and the purchase of the Purchased Assets by Axtive and Purchaser Buyer, have been duly and validly approved authorized by the boards of directors of Axtive and Purchaser and by Axtive, as the sole shareholder of Purchaser, as required by applicable Law. No additional all necessary corporate proceedings action on the part of Purchaser or Axtive are necessary to authorize the execution and delivery of this Agreement and the Axtive Ancillary Agreements and the consummation by Purchaser and Axtive of the transactions contemplated hereby and therebyBuyer. (b) No filing, authorizationconsent, approval, order, or consentauthorization of, notification to, action by or registration, declaration, or filing with, any Governmental Authority, or any other person, governmental or otherwise, is necessary or required to be made or obtained by Buyer to enable Axtive Buyer to lawfully enter, execute, deliver and Purchaser to enter into, and to perform their its obligations under, under this Agreement and each of the Axtive Buyer Ancillary Agreements, or to consummate the transactions contemplated hereby or thereby. (c) This Agreement has and each of the Buyer Ancillary Agreements have been duly and validly executed and delivered by Axtive and PurchaserXxxxx. Assuming the due authorization, execution, and delivery thereof by Seller and ShareholderSeller, this Agreement constitutes, and each of the Axtive Buyer Ancillary Agreements, when executed and delivered by Axtive and/or Purchaser will constitute, Agreements are valid and binding obligations of Axtive and Purchaser, as the case may be, Buyer enforceable against each of them Buyer in accordance with their respective terms, except as subject to the effect, if any, of: effect of (i) applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or other similar Laws affecting the laws now or hereafter in effect relating to rights of creditors generally; generally and (ii) rules of Law law and equity governing specific performance, injunctive relief, and other equitable remedies; and (iii) any rights to indemnification being limited under applicable securities Laws; provided, however, that the Axtive Ancillary Agreements will not be effective until the earlier of the date set forth therein or the Closing Date.

Power, Authorization and Validity. (a) Each 4.2.1 Upon obtaining the approval of Axtive its stockholders in accordance with sections 9.15 and Purchaser 9.16 hereof, each of NetSelect and NNH has the requisite corporate right, power, legal capacity, capacity and authority to enter into into, execute, deliver and perform its obligations under this Agreement and all agreements to which it is or will be a party as contemplated by this Agreement (the “Axtive NetSelect Ancillary Agreements”), and will have all requisite corporate power and authority to consummate the Merger. The execution, delivery, delivery and performance of this Agreement and the Axtive NetSelect Ancillary Agreements by Axtive NetSelect and Purchaser NNH have been duly and validly approved and authorized by the boards of directors of Axtive and Purchaser and by Axtive, as the sole shareholder of Purchaser, as required by applicable Law. No additional all necessary corporate proceedings action on the part of Purchaser or Axtive are necessary to authorize the execution Board of Directors and delivery shareholders of this Agreement NetSelect and the Axtive Ancillary Agreements and the consummation by Purchaser and Axtive of the transactions contemplated hereby and therebyNNH. (b) No 4.2.2 Except for obtaining the approval of its stockholders in accordance with Sections 9.15 and 9.16 hereof, no filing, authorization, approvalconsent, approval or consentorder, governmental or otherwise, is necessary or required to enable Axtive and Purchaser NetSelect or NNH to lawfully enter into, and to perform their its obligations under, this Agreement and the Axtive NetSelect Ancillary AgreementsAgreements except for such filings as may be required to comply with applicable securities laws in connection with the Merger itself. (c) 4.2.3 This Agreement has been duly and validly executed and delivered by Axtive and Purchaser. Assuming the due authorization, execution, and delivery thereof by Seller and Shareholder, this Agreement constitutes, and the Axtive NetSelect Ancillary AgreementsAgreements are, or when executed by NetSelect and delivered by Axtive and/or Purchaser NNH will constitutebe, valid and binding obligations of Axtive NetSelect and PurchaserNNH, as the case may berespectively, enforceable against each of them in accordance with their respective terms, except as to the effect, if any, of: that (i) applicable such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, moratorium or other similar Laws affecting the laws now or hereafter in effect relating to creditors' rights of creditors generally; and (ii) rules the remedy of Law governing specific performance, performance and injunctive relief, relief and other forms of equitable remedies; and (iii) any rights relief may be subject to indemnification being limited under applicable securities Laws; provided, however, that equitable defenses and to the Axtive Ancillary Agreements will not be effective until the earlier discretion of the date set forth therein or the Closing Datecourt before which any proceeding therefor may be brought.

Power, Authorization and Validity. (a) This Agreement has been duly executed and delivered by the Shareholders. Each of Axtive the Shareholders has the requisite power and Purchaser authority to enter into and perform his obligations under this Agreement. MMA has the requisite corporate right, power, legal capacity, power and authority to enter into and perform its obligations under this Agreement and all agreements to which it is or will be a party as contemplated by this Agreement (the “Axtive Ancillary Agreements”)Agreement. The execution, delivery, delivery and performance of this Agreement and the Axtive Ancillary Agreements by Axtive and Purchaser have has been duly and validly approved and authorized by the boards MMA's Board of directors of Axtive Directors. The operations and Purchaser and business now being conducted by Axtive, as the sole shareholder of Purchaser, as required by applicable Law. No additional corporate proceedings on the part of Purchaser MMA have not been conducted under any other name or Axtive are necessary to authorize the execution and delivery of this Agreement and the Axtive Ancillary Agreements and the consummation by Purchaser and Axtive of the transactions contemplated hereby and therebyentity. (b) No filing, authorization, approval, filing with or consent, authorization or approval of any governmental or otherwiseregulatory body, court, agency, official or authority (each, a "Governmental ------------ Authority") on behalf of MMA or any Affiliate of MMA is necessary to enable Axtive the --------- Shareholders and Purchaser MMA to enter into, and to perform their obligations under, this Agreement and Agreement, except for filings, authorizations or approvals where the Axtive Ancillary Agreementsfailure to make or obtain such filings, authorizations or approvals could not reasonably be expected to have a Material Adverse Effect or substantially interfere with the ability of the Shareholders or MMA to consummate the transactions contemplated hereby. (c) This Agreement has been duly and validly executed and delivered by Axtive and Purchaser. Assuming the due authorizationis, execution, and delivery thereof by Seller and Shareholder, this Agreement constitutes, and the Axtive Ancillary Agreements, or when executed by the Shareholders and delivered by Axtive and/or Purchaser MMA will constitutebe, a valid and binding obligations obligation of Axtive each of the Shareholders and Purchaser, as the case may beMMA, enforceable against each of them in accordance with their respective its terms, except as to the effect, if any, of: of (i) applicable bankruptcy, insolvency, reorganization, moratorium, or bankruptcy and other similar Laws laws affecting the rights of creditors generally; , (ii) rules of Law law or principles of equity governing specific performance, injunctive relief, relief and other equitable remedies; and , and (iii) any rights to the enforceability of provisions requiring indemnification being limited under applicable securities Laws; providedin connection with the offering, however, that the Axtive Ancillary Agreements will not be effective until the earlier issuance or sale of the date set forth therein or the Closing Datesecurities.