Common use of Power; Due Authorization; Binding Agreement Clause in Contracts

Power; Due Authorization; Binding Agreement. The Stockholder, if an individual, has full legal capacity and, if an entity, full entity power and full entity authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a legal, valid and binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as that enforceability may be subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally and to general principles of equity.

Power; Due Authorization; Binding Agreement. The Stockholder, if an individual, Stockholder has full legal capacity andcorporate, if an entity, full entity partnership or limited liability company power and full entity authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Stockholder and, assuming due authorization, execution and delivery of this Agreement by Parent, constitutes a legal, valid and binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as that enforceability may be subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors' creditors rights generally and to general principles of equity.

Power; Due Authorization; Binding Agreement. The Stockholder, if an individual, Stockholder has full legal capacity andcapacity, if an entity, full entity power and full entity authority to execute and deliver this Agreement and the Liquidation and Indemnification Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. This Each of this Agreement and the Liquidation and Indemnification Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a legal, valid and binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as that enforceability may be subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors' creditors rights generally and to general principles of equity.

Power; Due Authorization; Binding Agreement. The Stockholder, if an individual, Stockholder has full legal capacity and, if an entity, full entity power and full entity authority to execute and deliver this Agreement, to perform its his obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Stockholder and, assuming due authorization, execution and delivery of this Agreement by Parent, constitutes a legal, valid and binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as that enforceability may be subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors' creditors rights generally and to general principles of equity.

Power; Due Authorization; Binding Agreement. The Stockholder, if an individual, Such Stockholder has full legal capacity andcapacity, if an entity, full entity power and full entity authority to execute and deliver this AgreementAgreement and the Consent, to perform its such Stockholder’s obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. This Each of this Agreement and the Consent has been duly and validly executed and delivered by the such Stockholder and constitutes a legal, valid and binding agreement of the such Stockholder, enforceable against the such Stockholder in accordance with its terms, except as that enforceability may be subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors' ’ rights generally and to general principles of equity.

Power; Due Authorization; Binding Agreement. The Stockholder, if an individual, Such Stockholder has full legal capacity andcapacity, if an entity, full entity power and full entity authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the such Stockholder and and, assuming this Agreement constitutes a legal, valid and binding agreement of the Parent and Merger Sub, constitutes a valid and binding agreement of such Stockholder, enforceable against the such Stockholder in accordance with its terms, except as that enforceability may be subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors' creditors rights generally and to general principles of equity. Any right which any spouse of Stockholder may have in and to the Owned Shares will not in any manner affect such Stockholder’s legal right and ability to execute, deliver and perform this Agreement.