Common use of Authority; Binding Nature of Agreements Clause in Contracts

Authority; Binding Nature of Agreements. (a) The execution, delivery and performance of this Agreement, the Transactional Agreements, and all other agreements and instruments contemplated to be executed and delivered by the Purchaser in connection herewith have been duly authorized by all necessary corporate action on the part of the Purchaser and its board of directors. (b) This Agreement, the Transactional Agreements, and all other agreements and instruments contemplated to be executed and delivered by the Purchaser constitute the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, Exchange, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally and by general principles of equity regardless of whether such enforceability is considered in a proceeding in law or equity. (c) There is no pending Proceeding, and, to the Purchaser’s knowledge, no Person has threatened to commence any Proceeding that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Exchange or the Purchaser’s ability to comply with or perform its obligations and covenants under the Transactional Agreements, and, to the knowledge of the Purchaser, no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding.

Authority; Binding Nature of Agreements. (a) The execution, delivery and performance of this Agreement, the Transactional Agreements, and all other agreements and instruments contemplated to be executed and delivered by the Purchaser Sharing Economy in connection herewith have been duly authorized by all necessary corporate action on the part of the Purchaser Sharing Economy and its board of directors. (b) This Agreement, the Transactional Agreements, and all other agreements and instruments contemplated to be executed and delivered by the Purchaser Sharing Economy constitute the legal, valid and binding obligation of the PurchaserSharing Economy, enforceable against the Purchaser Sharing Economy in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, Exchange, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally and by general principles of equity regardless of whether such enforceability is considered in a proceeding in law or equity. (c) There is no pending Proceeding, and, to the PurchaserSharing Economy’s knowledge, no Person has threatened to commence any Proceeding that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Exchange or the PurchaserSharing Economy’s ability to comply with or perform its obligations and covenants under the Transactional Agreements, and, to the knowledge of the PurchaserSharing Economy, no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding.

Authority; Binding Nature of Agreements. (a) The execution, delivery and performance of this Agreement, the Transactional Agreements, Agreement and all other agreements and instruments contemplated to be executed and delivered by the Purchaser in connection herewith have been duly authorized by all necessary corporate action on the part of the Purchaser and its board of directors. Purchaser has all requisite legal and corporate power and authority to purchase the Shares hereunder. (b) This Agreement, the Transactional Agreements, Agreement and all other agreements and instruments contemplated to be executed and delivered by the Purchaser in connection herewith constitute the legal, valid and binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, Exchangemerger, insolvency, moratorium moratorium, fraudulent conveyance or other laws affecting the enforcement of creditors’ the rights of creditors and other obligees generally and by general principles of equity regardless of whether such enforceability is considered in a proceeding in law or equity, and by limitations on indemnification due to public policy considerations. (c) There is no pending Proceedingproceeding, and, to the Purchaser’s 's knowledge, no Person person has threatened to commence any Proceeding proceeding that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Exchange or the with Purchaser’s 's ability to comply with or perform its obligations and covenants under the Transactional Agreementsthis Agreement and under all other agreements and instruments contemplated to be executed and delivered by Purchaser in connection herewith, and, to the knowledge of the Purchaser, no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceedingproceeding.

Authority; Binding Nature of Agreements. (a) The execution, delivery and performance of this Agreement, the Transactional Agreements, and all other agreements and instruments contemplated to be executed and delivered by the Purchaser Omnis and Merger Sub in connection herewith have been duly authorized by all necessary corporate action on the part of the Purchaser Omnis and its board Merger Sub and their respective boards of directors. (b) This Agreement, the Transactional Agreements, and all other agreements and instruments contemplated to be executed and delivered by the Purchaser Omnis and Merger Sub each constitute the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser Omnis and Merger Sub in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, Exchangereorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ ' rights generally and by general principles of equity regardless of whether such enforceability is considered in a proceeding in law or equity. (c) There is no pending Proceeding, and, to the Purchaser’s knowledgeknowledge of Omnis or Merger Sub, no Person has threatened to commence any Proceeding that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Exchange Transactions or the Purchaser’s ability of Omnis or Merger Sub to comply with or perform its obligations and covenants under the Transactional Agreements, and, to the knowledge of the PurchaserOmnis or Merger Sub, no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding.

Authority; Binding Nature of Agreements. (a) The execution, delivery and performance of this Agreement, the Transactional Agreements, and all other agreements and instruments contemplated to be executed and delivered by the Purchaser NNAX in connection herewith have been duly authorized by all necessary corporate action on the part of the Purchaser NNAX and its board of directors. (b) This Agreement, the Transactional Agreements, and all other agreements and instruments contemplated to be executed and delivered by the Purchaser NNAX constitute the legal, valid and binding obligation of the PurchaserNNAX, enforceable against the Purchaser NNAX in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, Exchange, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally and by general principles of equity regardless of whether such enforceability is considered in a proceeding in law or equity. (c) There is no pending Proceeding, and, to the PurchaserNNAX’s knowledge, no Person has threatened to commence any Proceeding that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Exchange Acquisition or the PurchaserNNAX’s ability to comply with or perform its obligations and covenants under the Transactional Agreements, and, to the knowledge of the PurchaserNNAX, no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding.

Authority; Binding Nature of Agreements. (a) The execution, delivery and performance of this Agreement, the Transactional Agreements, and all other agreements and instruments contemplated to be executed and delivered by CAIS or the Purchaser Company, as the case may be, in connection herewith have been duly authorized by all necessary corporate action on the part of CAIS and the Purchaser Company and its their respective board of directors. (b) This Agreement, the Transactional Agreements, and all other agreements and instruments contemplated to be executed and delivered by CAIS and the Purchaser Company each constitute the legal, valid and binding obligation of CAIS and the PurchaserCompany, enforceable against CAIS and the Purchaser Company in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, Exchangemerger, insolvency, moratorium or other laws affecting the enforcement of creditors’ ' rights generally and by general principles of equity regardless of whether such enforceability is considered in a proceeding in law or equity. (c) There is no pending Proceeding, and, to the Purchaser’s knowledgeCAIS's Knowledge, no Person has threatened to commence any Proceeding that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Exchange Merger or CAIS's or the Purchaser’s Company's ability to comply with or perform its obligations and covenants under the Transactional Agreements, and, to the knowledge Knowledge of the PurchaserCAIS, no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding.