Common use of Capacity to Enter into Agreement Clause in Contracts

Capacity to Enter into Agreement. Wherify has all requisite corporate power and authority to enter into this Agreement, the Ancillary Agreements to which Wherify is a party, and all other agreements, documents and instruments to be executed in connection herewith and, subject only to the adoption of this Agreement and the approval of the Merger (the "Wherify Voting Proposal") by Wherify's shareholders under the CCC, to consummate the transactions contemplated by this Agreement. The execution and delivery by Wherify of this Agreement, the Ancillary Agreements to which Wherify is a party, and all other agreements, documents and instruments to be executed by Wherify in connection herewith have been authorized by all necessary corporate action by Wherify, other than for the approval of the shareholders of Wherify, which will be sought pursuant to this Agreement. When this Agreement, the Ancillary Agreements to which Wherify is a party, and all other agreements, documents and instruments to be executed by Wherify in connection herewith have been executed by Wherify and delivered to IQB and the Merger Sub, this Agreement, the Ancillary Agreements to which Wherify is a party, and such other agreements, documents and instruments will constitute the valid and binding agreements of Wherify enforceable against Wherify in accordance with their respective terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

Capacity to Enter into Agreement. Each Wherify Entity has all requisite corporate power and authority to enter into this Agreement, the Ancillary Agreements to which Wherify such entity is a party, and all other agreements, documents and instruments to be executed in connection herewith and, subject only to the adoption of this Agreement and the approval of the Merger (the "Wherify Voting Proposal") by Wherify's shareholders under the CCC, to consummate the transactions contemplated by this Agreement. The execution and delivery by each Wherify Entity, of this Agreement, the Ancillary Agreements to which Wherify such entity is a party, and all other agreements, documents and instruments to be executed by Wherify such entity, in connection herewith have been authorized by all necessary corporate action by Wherify, other than for the approval of the shareholders of Wherify, which will be sought pursuant to this Agreementsuch entity. When this Agreement, the Ancillary Agreements to which such Wherify is Entity are a party, and all other agreements, documents and instruments to be executed by such Wherify Entity in connection herewith have been are approved and are executed by such Wherify Entity and delivered to IQB and the Merger SubLightyear, this Agreement, the Ancillary Agreements to which such Wherify is Entity are a party, and such other agreements, documents and instruments will constitute the valid and binding agreements of such Wherify Entity, enforceable against such Wherify Entity in accordance with their respective terms, terms subject to the effects of bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors' ’ rights generally, and to general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealingprinciples.