Common use of Authority and Binding Effect Clause in Contracts

Authority and Binding Effect. Seller has the full corporate power and authority to execute and deliver this Agreement and each agreement referenced herein (the "Related Agreements") to which it is a party and to consummate the transactions contemplated by, and comply with its obligations under, such agreements. This Agreement and the Related Agreements to which Seller is a party, and the consummation by Seller of its obligations herein and therein, have been duly authorized by all necessary corporate action of Seller, including, without limitation, the approval of its shareholders in accordance with applicable law. This Agreement and the Related Agreements have been duly executed and delivered by the Seller and upon their execution and delivery will be, the binding and valid agreements of the Seller. This Agreement and the Related Agreements shall be enforceable against the Seller, in each such case in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and (ii) general principles of equity relating to the availability of equitable remedies. No further action is required to be taken by the Seller, nor is it necessary for the Seller to obtain any action, approval or consent by or from any third persons, governmental or other, to enable the Seller to enter into or perform its obligations under this Agreement and the Related Agreements to which it is a party, except for the consents of third parties to the assignment and assumption of the Assumed Contracts which Seller shall use its best efforts to obtain following the Closing (unless waived in writing by Buyer). Such consents are set forth in Schedule 4.6 hereto.

Authority and Binding Effect. Seller has the full corporate power and authority to execute and deliver this Agreement and each agreement referenced herein the ▇▇▇▇ of Sale (the "Related Agreements") to which it is a party and to consummate the transactions contemplated byas hereinafter defined). This Agreement, and comply with its obligations under, such agreements. This Agreement and the Related Agreements to which Seller is a party▇▇▇▇ of Sale, and the consummation by Seller of its obligations contained herein and therein, have been duly authorized by all necessary corporate action actions of Seller, includingincluding shareholder approval which approval is a condition to Closing, without limitation, the approval of its shareholders in accordance with applicable law. This Agreement and the Related Agreements such agreements have been duly executed and delivered by the Seller and upon their execution and delivery will be, the binding and valid agreements of the Seller. This Agreement is a valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, subject to shareholder approval, and upon execution and delivery, the Related Agreements ▇▇▇▇ of Sale will be a valid and binding agreement of Seller and shall be enforceable against the Seller, in each such case it in accordance with their respective its terms, except as such enforceability of the obligations of Seller under this Agreement and the ▇▇▇▇ of Sale may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' ’ rights generally generally, and (ii) general principles of equity relating to the availability of equitable remedies. No further action is required remedies (whether such agreements are sought to be taken by enforced in a proceeding at law or a proceeding in equity). Except as set forth on Schedule 3.1, and except for approval of the Seller, nor is it shareholders of Seller and consents necessary for the assignment of Assigned Contracts, it is not necessary for Seller to take any action or to obtain any actionapproval, approval consent or consent release by or from any third personsperson, governmental government or other, to enable the Seller to enter into or perform its obligations under this Agreement and the Related Agreements to which it is a party, except for the consents ▇▇▇▇ of third parties to the assignment and assumption of the Assumed Contracts which Seller shall use its best efforts to obtain following the Closing (unless waived in writing by Buyer). Such consents are set forth in Schedule 4.6 heretoSale.

Authority and Binding Effect. Seller has the full corporate power and authority to execute and deliver this Agreement and each agreement referenced herein (the "Related Agreements") to which it is a party and to consummate the transactions contemplated by, and comply with its obligations under, such agreements. This Agreement and the Related Agreements each agreement referenced herein to which Seller is a party, and the consummation by Seller of its obligations herein and therein, have been duly authorized by all necessary corporate action of Seller, including, without limitation, the approval of its shareholders stockholders in accordance with applicable law. This Agreement and the Related Agreements have has been duly executed and delivered by Seller, and Seller has duly executed and delivered the Seller agreements referenced herein to which it is a party. This Agreement is, and upon their its execution and delivery of the Escrow Agreement and the Non-Competition Agreement will be, the valid and binding and valid agreements of the Seller. This Agreement, the Escrow Agreement and the Related Agreements Non-Competition Agreement shall be enforceable against the Seller, in each such case Seller in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally generally, and (ii) general principles of equity relating to the availability of equitable remedies. No further action is required to be taken by the Seller, nor is it necessary for the Seller to obtain any action, approval or consent by or from any third persons, governmental or other, to enable the Seller to enter into or perform its obligations under this Agreement and the Related Agreements to which it is a party, except for the consents of third parties to the assignment and assumption of the Assumed Contracts which Seller shall use its best efforts to obtain following the Closing (unless waived in writing by Buyer). Such consents are set forth in Schedule 4.6 hereto.each

Authority and Binding Effect. Seller has the full corporate requisite power and authority to execute and deliver this Agreement and each agreement referenced herein (the "Related Agreements") Non-Competition Agreement to which it is will be a party and to consummate the transactions contemplated by, and comply with its obligations under, such agreementsparty. This Agreement and the Related Agreements to which Seller is a partyNon-Competition Agreement of Seller, and the consummation by Seller of its obligations contained herein and therein, have been duly authorized by all necessary corporate action actions of Seller, including, without limitation, . The Seller and each of the approval of its shareholders in accordance with applicable law. This Agreement and the Related Agreements have been Shareholders has duly executed and delivered by this Agreement and the Seller and upon their execution and delivery will be, the binding and valid agreements Non-Competition Agreement of the Sellersuch party. This Agreement is a valid and binding agreement of Seller and each of the Related Shareholders, enforceable against each of them in accordance with their its terms, and upon execution and delivery, each of the respective Non-Competition Agreements of Seller and Shareholder will be a valid and binding agreement of such party, and this Agreement and each such party's Non-Competition Agreement shall be enforceable against the Seller, in each such case party in accordance with their respective terms, except as enforceability of the respective obligations of Seller and Shareholders under this Agreement and such enforceability party's Non-Competition Agreement may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally generally, and (ii) general principles of equity relating to the availability of equitable remediesremedies (whether such Agreements are sought to be enforced in a proceeding at law or a proceeding in equity). No further action is required to be taken by any of the SellerSelling Parties, nor is it necessary for any of the Seller Selling Parties to obtain any action, approval approval, consent or consent release by or from any third persons, governmental or other, to enable each of the Seller Selling Parties to enter into or and perform its their respective obligations under this Agreement and the Related Agreements to which it is a such party, except for the consents of third parties to the assignment and assumption of the Assumed Contracts which Seller shall use its best efforts to obtain following the Closing (unless waived in writing by Buyer). Such consents are set forth in Schedule 4.6 hereto's Non-Competition Agreement.

Authority and Binding Effect. (a) Seller has the full corporate power and authority to execute and deliver this Agreement, the Registration Rights Agreement (as hereinafter defined) and each agreement referenced herein the Bill ▇▇ Sale (the "Related Agreements") to which it is a party and to consummate the transactions contemplated by, and comply with its obligations under, such agreementsas hereinafter defined). This Agreement, the Registration Rights Agreement and the Related Agreements to which Seller is a partyBill ▇▇ Sale, and the consummation by Seller of its obligations contained herein and therein, have been duly authorized by all necessary corporate action of Seller, including, without limitation, the approval of its shareholders in accordance with applicable law. This Agreement Seller and the Related Agreements such agreements have been duly executed and delivered by Seller. (b) This Agreement is, and, when executed and delivered at the Seller Closing, the Registration Rights Agreement and upon their execution and delivery the Bill ▇▇ Sale will be, the a valid and binding and valid agreements agreement of the Seller. This Agreement and the Related Agreements shall be , enforceable against the Seller, in each such case Seller in accordance with their respective terms, its terms except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally generally, and (ii) general principles of equity relating to the availability of equitable remedies. No further action is required remedies (whether such agreements are sought to be taken by enforced in a proceeding at law or a proceeding in equity). (c) Other than the SellerStockholder Approval (as hereinafter defined), nor it is it not necessary for the Seller to take any action or to obtain any actionapproval, approval consent or consent release by or from any third personsperson, governmental or other, to enable the Seller to enter into or perform its obligations under this Agreement, the Registration Rights Agreement and or the Related Agreements to which it is a partyBill ▇▇ Sale. The term "Stockholder Approval", except for as used herein, shall mean the consents of third parties to the assignment and assumption vote of the Assumed Contracts which Seller shall use its best efforts to obtain following holders of a majority of the Closing (unless waived in writing by Buyer). Such consents are set forth in Schedule 4.6 heretooutstanding shares of common stock of Seller.