Common use of Corporate Authorization; Enforceability Clause in Contracts

Corporate Authorization; Enforceability. The execution, delivery and performance by GAIA of this Agreement and each of the Ancillary Agreements to which it will be a party are within GAIA's corporate power and have been duly authorized by the Supervisory Board of GAIA, and no other corporate action on the part of GAIA is necessary to authorize this Agreement or any of the Ancillary Agreements to which GAIA will be a party at the Closing. This Agreement has been, and each of the Ancillary Agreements to which GAIA will be a party will be, duly executed and delivered by GAIA. Assuming the due execution and delivery of this Agreement and each of the Ancillary Agreements to which GAIA will be a party, this Agreement constitutes, and each Ancillary Closing Agreement to which GAIA will be a party will constitute, valid and binding agreements of GAIA, enforceable against GAIA in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general principles of equity.

Corporate Authorization; Enforceability. The execution, delivery and performance by GAIA Holding of this Agreement and each of the Ancillary Agreements to which it will be a party are within GAIAGAIA Holding 's corporate power powers and have been duly authorized by the Supervisory Board of GAIA, GAIA Holding and no other corporate action on the part of GAIA Holding is necessary to authorize this Agreement or any of the Ancillary Agreements to which GAIA Holding will be a party at the Closing. This Agreement has been, and each of the Ancillary Agreements to which GAIA Holding will be a party will be, duly executed and delivered by GAIAGAIA Holding. Assuming the due execution and delivery of this Agreement and each of the Ancillary Agreements to which GAIA Holding will be a party, this Agreement constitutes, and each Ancillary Closing Agreement Agreements to which GAIA Holding will be a party will constitute, the valid and binding agreements agreement of GAIAGAIA Holding, enforceable against GAIA Holding in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general principles of equity.

Corporate Authorization; Enforceability. The execution, delivery and performance by the GAIA Holding Stockholder of this Agreement and each of the Ancillary Agreements to which it will be a party are within GAIAthe GAIA Holding Stockholder 's corporate power powers and have been duly authorized by the Supervisory Board of GAIA, the GAIA Holding Stockholder and no other corporate action on the part of the GAIA Holding Stockholder is necessary to authorize this Agreement or any of the Ancillary Agreements to which the GAIA Holding Stockholder will be a party at the Closing. This Agreement has been, and each of the Ancillary Agreements to which the GAIA Holding Stockholder will be a party will be, duly executed and delivered by GAIAthe GAIA Holding Stockholder. Assuming the due execution and delivery of this Agreement and each of the Ancillary Agreements to which the GAIA Holding Stockholder will be a party, this Agreement constitutes, and each Ancillary Closing Agreement Agreements to which the GAIA Holding Stockholder will be a party will constitute, the valid and binding agreements agreement of GAIAthe GAIA Holding Stockholder, enforceable against the GAIA Holding Stockholder in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general principles of equity.