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

Power; Due Authorization; Binding Agreement. Parent and Subcorp are each corporations duly organized, validly existing and in good standing under the laws of their jurisdiction of organization. Parent and Subcorp have full corporate power and authority to execute and deliver this Agreement, to perform their obligations under this Agreement, and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation by Parent and Subcorp of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on the part of Parent and Subcorp, and no other proceedings on the part of Parent and Subcorp are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Subcorp and constitutes a valid and binding agreement of Parent and Subcorp.

Power; Due Authorization; Binding Agreement. Parent and Subcorp Merger Sub are each corporations duly organized, validly existing and in good standing under the laws of their jurisdiction of organization. Parent and Subcorp Merger Sub have full corporate power and authority to execute and deliver this Agreement, to perform their obligations under this Agreement, and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation by Parent and Subcorp Merger Sub of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on the part of Parent and SubcorpMerger Sub, and no other proceedings on the part of Parent and Subcorp Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Subcorp Merger Sub and constitutes a valid and binding agreement of Parent and SubcorpMerger Sub.

Power; Due Authorization; Binding Agreement. Parent and Subcorp Merger Sub are each corporations duly organized, validly existing and in good standing under the laws of their jurisdiction of organization. Parent and Subcorp Merger Sub have full corporate power and authority to execute and deliver this Agreement, to perform their obligations under this Agreement, Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation by Parent and Subcorp Merger Sub of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on the part of Parent and SubcorpMerger Sub, and no other proceedings on the part of Parent and Subcorp Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Subcorp Merger Sub and constitutes a valid and binding agreement of Parent and SubcorpMerger Sub.