Common use of Authorization; Validity of Agreement; Necessary Action Clause in Contracts

Authorization; Validity of Agreement; Necessary Action. Each of Parent and the Purchaser has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by Parent and the Purchaser of this Agreement and the consummation of the Transactions have been duly authorized by the boards of directors of each of Parent and the Purchaser, and by Parent as the sole stockholder of the Purchaser, and no other corporate authority or approval on the part of Parent or the Purchaser is necessary to authorize the execution and delivery by Parent and the Purchaser of this Agreement and the consummation of the Transactions. This Agreement has been duly and validly executed and delivered by Parent and the Purchaser and, assuming due and valid authorization, execution and delivery of this Agreement by the Company, is a valid and binding obligation of each of Parent and the Purchaser enforceable against each of them in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and to general principles of equity.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and the Purchaser has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the Transactions. The execution, delivery and performance by Parent and the Purchaser of this Agreement and the consummation by each of them of the Transactions have been duly authorized by all necessary corporate action on the boards of directors of each part of Parent and the Purchaser, and subject to the adoption of this Agreement by Parent as the sole stockholder of the Purchaser, and no other corporate authority or approval action on the part of either Parent or the Purchaser is necessary to authorize the execution and delivery by Parent and the Purchaser of this Agreement and the consummation of the Transactions. This Agreement has been duly and validly executed and delivered by Parent and the Purchaser and, assuming due and valid authorization, execution and delivery of this Agreement hereof by the Company, is a the valid and binding obligation of each of Parent and the Purchaser enforceable against each of them in accordance with its terms, subject to applicable except that the enforcement hereof may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws laws, now or hereafter in effect, relating to creditors’ rights generally and to (b) general principles of equityequity (regardless of whether enforceability is considered in a proceeding in equity or at law).

Authorization; Validity of Agreement; Necessary Action. Each of Parent and the Purchaser has all necessary full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the Transactions. The execution, delivery and performance by Parent and the Purchaser of this Agreement and the consummation of the Transactions have been duly authorized by the boards of directors of each of Parent and the Purchaser, and by Parent as the sole stockholder of the Purchaser, and no other corporate authority or approval on the part of Parent or the Purchaser is necessary to authorize the execution and delivery by Parent and the Purchaser of this Agreement and the consummation of the Transactions. This Agreement has been duly and validly executed and delivered by Parent and the Purchaser and, assuming due and valid authorization, execution and delivery of this Agreement hereof by the Company, is a the valid and binding obligation of each of Parent and the Purchaser enforceable against each of them in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and to general principles of equity.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and the Purchaser has all necessary full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the Transactions. The execution, delivery and performance by Parent and the Purchaser of this Agreement Agreement, and the consummation of the Transactions Merger and of the Transactions, have been duly authorized by the boards Board of directors of each Directors of Parent and the Purchaser, Board of Directors of the Purchaser and by Parent as the sole stockholder of the Purchaser, Purchaser and no other corporate authority or approval action on the part of Parent or and the Purchaser is necessary to authorize the execution and delivery by Parent and the Purchaser of this Agreement and the consummation of the Transactions. This Agreement has been duly and validly executed and delivered by each of the Parent and the Purchaser and, assuming due and valid authorization, execution and delivery of this Agreement hereof by the Company, is a valid and binding obligation of each of Parent and the Purchaser Purchaser, as the case may be, enforceable against each of them in accordance with its terms, subject to applicable respective terms except as may be limited by (a) bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws now or hereafter in effect relating to creditors’ ' rights generally and to (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authorization; Validity of Agreement; Necessary Action. Each of Parent and the Purchaser MergerCo has all necessary corporate requisite power and authority to execute and deliver this Agreement, Agreement and to perform its their respective obligations hereunder and to consummate the Transactionshereunder. The execution, execution and delivery of this Agreement and the performance by Parent and the Purchaser MergerCo of their respective obligations under this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly authorized by all necessary action by the boards board of directors of each of Parent and the PurchaserBoard of Directors of MergerCo, and by Parent as other than the consent of the sole stockholder of the PurchaserMergerCo, and no other corporate authority or approval action on the part of Parent or the Purchaser MergerCo is necessary to authorize the execution and delivery by Parent and the Purchaser or MergerCo of this Agreement and the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and the Purchaser MergerCo and, assuming due and valid authorization, execution and delivery of this Agreement hereof by the Company, is constitutes a legal, valid and binding obligation of each of Parent and MergerCo, as the Purchaser case may be, enforceable against each of them in accordance with its terms, subject to applicable except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to affecting creditors’ rights generally and to by general equitable principles (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization; Validity of Agreement; Necessary Action. Each of Parent and the Purchaser has all necessary full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by Parent and the Purchaser of this Agreement Agreement, and the consummation of the Transactions Merger and of the transactions contemplated hereby have been duly authorized by the boards Board of directors of each Directors of Parent and the Purchaser, Purchaser and by Parent as the sole stockholder of the Purchaser, Purchaser and no other corporate authority or approval action on the part of Parent or and the Purchaser is necessary to authorize the execution and delivery by Parent and the Purchaser of this Agreement and the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and the Purchaser Purchaser, as the case may be, and, assuming due and valid authorization, execution and delivery of this Agreement hereof by the Company, is a valid and binding obligation of each of Parent and the Purchaser Purchaser, as the case may be, enforceable against each of them in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and to general principles of equity.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and the Purchaser Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by Parent and the Purchaser Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the Transactions have been duly authorized by each of the boards Board of directors of each Directors of Parent and the PurchaserMerger Sub, and by Parent as the sole stockholder of the PurchaserMerger Sub, and no other corporate authority or approval proceeding on the part of Parent or the Purchaser Merger Sub is necessary to authorize the execution execution, delivery and delivery performance by Parent and the Purchaser Merger Sub of this Agreement and the consummation by them of the Transactions. This Agreement has been duly and validly executed and delivered by Parent and the Purchaser Merger Sub and, assuming due and valid authorization, execution and delivery of this Agreement by the Company, is a valid and binding obligation of each of Parent and the Purchaser Merger Sub enforceable against each of them in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws relating to creditors’ rights generally and to general principles of equity.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and the Purchaser Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by Parent and the Purchaser Merger Sub of this Agreement and the consummation of the Transactions transactions contemplated hereby have been duly authorized by the boards of directors of each of Parent and the PurchaserMerger Sub, and by Parent as the sole stockholder of the PurchaserMerger Sub, and no other corporate authority or approval on the part of Parent or the Purchaser Merger Sub is necessary to authorize the execution and delivery by Parent and the Purchaser Merger Sub of this Agreement and the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and the Purchaser Merger Sub and, assuming due and valid authorization, execution and delivery of this Agreement hereof by the Company, is a valid and binding obligation of each of Parent and the Purchaser Merger Sub enforceable against each of them in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ ' rights generally and to general principles of equity.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and the Purchaser has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by Parent and the Purchaser of this Agreement and the consummation of the Transactions have been duly authorized by the boards of directors of each of Parent and the Purchaser, and by Parent as the sole stockholder of the Purchaser, and no other corporate authority or approval on the part of Parent or the Purchaser is necessary to authorize the execution and delivery by Parent and the Purchaser of this Agreement and the consummation of the TransactionsTransactions (other than adoption of this Agreement by Parent as the sole stockholder of the Purchaser, which shall occur immediately after the execution and delivery of this Agreement). This Agreement has been duly and validly executed and delivered by Parent and the Purchaser and, assuming due and valid authorization, execution and delivery of this Agreement by the Company, is a valid and binding obligation of each of Parent and the Purchaser enforceable against each of them in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and to general principles of equity.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and the Purchaser has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the Transactions. The execution, delivery and performance by Parent and the Purchaser of this Agreement and the consummation by each of them of the Transactions have been duly authorized by all necessary corporate action on the boards of directors of each part of Parent and the Purchaser, Purchaser and shall be adopted by Parent as the sole stockholder of the PurchaserPurchaser immediately following execution of this Agreement, and no other corporate authority or approval action on the part of either Parent or the Purchaser is necessary to authorize the execution and delivery by Parent and the Purchaser of this Agreement and the consummation of the Transactions. This Agreement has been duly and validly executed and delivered by Parent and the Purchaser and, assuming due and valid authorization, execution and delivery of this Agreement hereof by the Company, is a the valid and binding obligation of each of Parent and the Purchaser enforceable against each of them in accordance with its terms, subject to except that the enforcement hereof may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to Laws, now or hereafter in effect, affecting creditors’ rights generally and to (b) general principles of equityequity (regardless of whether enforceability is considered in a proceeding in equity or at Law).

Authorization; Validity of Agreement; Necessary Action. Each of Parent and the Purchaser has all necessary corporate power and authority to execute and deliver this Agreementeach of the Transaction Agreements, to perform its obligations hereunder and to consummate the Transactions. The execution, execution and delivery of this Agreement by Parent and performance the Purchaser and the consummation by Parent and the Purchaser of this Agreement and the consummation of the Transactions have been duly and validly authorized by the boards of directors of each of Parent and the Purchaser, and by Parent as the sole stockholder of the Purchaser, all necessary corporate action and no other corporate authority or approval proceedings on the part of Parent or and the Purchaser is are necessary to authorize the execution and delivery by Parent and the Purchaser of this Agreement or to consummate the Transactions (other than, with respect to the Merger, the filing and the consummation recordation of the Transactionsappropriate merger documents in accordance with Section 1.6 hereof). This Agreement has been duly and validly executed and delivered by Parent and the Purchaser and, assuming the due and valid authorization, execution and delivery of this Agreement by the Company, is constitutes a legal, valid and binding obligation of each of Parent and the Purchaser enforceable against each of them Parent and the Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting creditors’ rights generally and to general principles of equityequity principles.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and the Purchaser has all necessary corporate power and authority to execute and deliver this Agreementeach of the Transaction Agreements, to perform its obligations hereunder and to consummate the Transactions. The execution, execution and delivery of this Agreement by Parent and performance the Purchaser and the consummation by Parent and the Purchaser of this Agreement and the consummation of the Transactions have been duly and validly authorized by the boards of directors of each of Parent and the Purchaser, and by Parent as the sole stockholder of the Purchaser, all necessary corporate action and no other corporate authority or approval proceedings on the part of Parent or and the Purchaser is are necessary to authorize the execution and delivery by Parent and the Purchaser of this Agreement or to consummate the Transactions (other than, with respect to the Merger, the filing and the consummation recordation of the Transactionsappropriate merger documents in accordance with Section 1.6 hereof). This Agreement has been duly and validly executed and delivered by Parent and the Purchaser and, assuming the due and valid authorization, execution and delivery of this Agreement by the Company, is constitutes a legal, valid and binding obligation of each of Parent and the Purchaser enforceable against each of them Parent and the Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws of general applicability relating to or affecting creditors’ ' rights generally and to general principles of equityequity principles.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and the Purchaser has all necessary full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the Transactionstransactions contemplated hereby. The execution, delivery deliv- ery and performance by Parent and the Purchaser of this Agreement Agreement, and the consummation by them of the Transactions transac- tions contemplated hereby, have been duly authorized by the boards Boards of directors of each Directors of Parent and the Purchaser, Purchaser and by Parent as the sole stockholder of the Purchaser, Purchaser and no other corporate authority or approval action on the part of Parent or and the Purchaser is necessary to authorize the execution and delivery by Parent and the Purchaser of this Agreement and the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered deliv- ered by Parent and the Purchaser Purchaser, and, assuming due and valid authorization, execution and delivery of this Agreement hereof by the Company, is a valid and binding obligation of each of Parent and the Purchaser Purchaser, enforceable against each of them in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and to general principles of equity.