Common use of Authority; Binding Effect Clause in Contracts

Authority; Binding Effect. (a) Seller Parent has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it will be a party and to perform its obligations hereunder and thereunder. The execution and delivery by Seller Parent of this Agreement and each such Ancillary Agreement, and the performance by Seller Parent of its obligations hereunder and thereunder, have been, or will have been as of the Closing, duly authorized by all requisite corporate action. Each Seller has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to execute and deliver each Ancillary Agreement to which it will be a party and to perform its obligations thereunder. The execution and delivery by each Seller of each Ancillary Agreement to which it will be a party, if applicable, and the performance by it of its obligations thereunder, have been, or will have been as of the Closing, duly authorized by all requisite corporate or other similar applicable action. (b) Seller Parent has, and each other Seller has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Business as currently conducted and to own, lease and operate its properties and assets related to the Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business or prevent or reasonably be expected to prevent the Sellers from consummating the Closing prior to the Outside Date. (c) This Agreement has been duly executed and delivered by Seller Parent and, assuming this Agreement has been duly executed and delivered by Purchaser Parent and Purchaser, constitutes a legal, valid and binding obligation of Seller Parent, and each Ancillary Agreement will be as of the Closing duly executed and delivered by each Seller that will be a party thereto and will, assuming such Ancillary Agreement has been duly executed and delivered by Purchaser Parent, Purchaser or the applicable Purchaser Designated Affiliate, constitute a legal, valid and binding obligation of such Seller, in each case enforceable against Seller Parent or such other Seller in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law).

Authority; Binding Effect. (a) Seller Parent has Purchaser Parent, Purchaser and each applicable Purchaser Designated Affiliate have all requisite corporate or other similar applicable power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it will be a party and party, and, subject to receipt of the Purchaser Parent Shareholder Approval, to perform its their obligations hereunder and thereunder. The execution and delivery by Seller Purchaser Parent and Purchaser of this Agreement and, subject to receipt of the Purchaser Parent Shareholder Approval, the performance by Purchaser Parent and each such Ancillary AgreementPurchaser of their obligations hereunder have been, and the performance execution and delivery by Seller Parent Purchaser Parent, Purchaser and each Purchaser Designated Affiliate of its obligations hereunder and thereunder, have been, or will have been as of the Closing, duly authorized by all requisite corporate action. Each Seller has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to execute and deliver each Ancillary Agreement to which it will be a party and to perform its obligations thereunder. The execution and delivery by each Seller of each Ancillary Agreement to which it will be a party, if applicable, and the performance by it Purchaser Parent, Purchaser and such Purchaser Designated Affiliates of its their obligations thereunder, thereunder have been, been or will have been as of the Closing, duly authorized by all requisite corporate or other similar applicable action. At a meeting duly called and held, the Board of Directors of Purchaser Parent has unanimously (i) approved this Agreement and the Sale and the other transactions contemplated hereby in accordance with applicable Law, (ii) directed that the Purchaser Parent Shareholder Circular be prepared and, subject to the approval of that circular by the UKLA, published in accordance with the terms of this Agreement, (iii) subject to the publication of the Purchaser Parent Shareholder Circular and Section 6.24(f), resolved that the Purchaser Parent Shareholder Meeting be convened for the purpose of obtaining the Purchaser Parent Shareholder Approval and (iv) resolved, subject to Section 6.24(f), to (1) unanimously recommend approval by Purchaser Parent’s shareholders of the Purchaser Parent Shareholder Approval Resolution to Purchaser Parent’s shareholders, including in the Purchaser Parent Shareholder Circular, without qualification, and (2) state in the Purchaser Parent Shareholder Circular that the Sale and the other transactions contemplated by this Agreement are, in the Board of Directors of the Purchaser Parent’s opinion, fair and reasonable so far as the Purchaser Parent shareholders are concerned and that the Board of Directors have been so advised by Citigroup Global Markets Limited and ▇.▇. ▇▇▇▇▇▇ Securities plc (such recommendation and statement being together, the “Purchaser Parent Board Recommendation”). As of the date of this Agreement, the Board of Directors of Purchaser Parent has not subsequently rescinded, modified or withdrawn any of the foregoing resolutions. The approval of the Sale and the other transactions contemplated by this Agreement by the holders of ordinary shares of Purchaser Parent, by way of approval of the Purchaser Parent Shareholder Approval Resolution at the Purchaser Parent Shareholder Meeting (the “Purchaser Parent Shareholder Approval”) is the only Approval required from the holders of Purchaser Parent’s ordinary shares or other securities of Purchaser Parent or its Affiliates in connection with the consummation of the Sale and the other transactions contemplated by this Agreement. (b) Seller Parent hasPurchaser Parent, Purchaser and each other Seller Subsidiary of Purchaser has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Purchaser Business as currently conducted and to own, lease and operate its properties and assets related to the Purchaser Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Business or prevent or reasonably be expected to prevent the Sellers Purchaser Parent, Purchaser or any Purchaser Designated Affiliate from consummating the Closing prior to the Outside Date. Purchaser is duly qualified to do business and, where applicable, in good standing in each jurisdiction where the nature of its business or properties makes such qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Business. (c) This Agreement has been duly executed and delivered by Seller Purchaser Parent and Purchaser and, assuming this Agreement has been duly executed and delivered by Purchaser Parent and PurchaserSeller Parent, constitutes a legal, valid and binding obligation of Seller ParentPurchaser Parent and Purchaser, and each Ancillary Agreement will be as of the Closing duly executed and delivered by Purchaser Parent, Purchaser and each Seller that Purchaser Designated Affiliate which will be a party thereto and will, assuming such Ancillary Agreement has been duly executed and delivered by Purchaser Parent, Purchaser or the applicable Purchaser Designated Affiliateeach Seller that will be a party thereto, constitute a legal, valid and binding obligation of Purchaser Parent, Purchaser and such SellerPurchaser Designated Affiliate, in each case enforceable against Seller Parent or Purchaser Parent, Purchaser and such other Seller Purchaser Designated Affiliate (as applicable) in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law).

Authority; Binding Effect. (a) Seller Parent Buyer has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. Buyer and each of its Affiliates which are a party hereto or to an Ancillary Agreement have all requisite power and authority to execute and deliver this Agreement, the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement and each or the Ancillary Agreement to which it will be a party Agreements and to perform its obligations hereunder and thereunderconsummate the transactions contemplated thereby. The execution and delivery by Seller Parent of this Agreement by Buyer and each such Ancillary Agreementthe consummation by Buyer of the transactions contemplated hereby, and the performance execution and delivery of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by Seller Parent Buyer and its Affiliates which are a party thereto and the consummation of its obligations hereunder and thereunderthe transactions contemplated thereby, have been, or will have been as of the Closing, duly authorized by all requisite corporate action. Each Seller has, or will have as of necessary action on the Closing, all requisite corporate or other similar applicable power and authority to execute and deliver each Ancillary Agreement to which it will be a party and to perform its obligations thereunder. The execution and delivery by each Seller part of each Ancillary Agreement to which it will be a party, if applicable, and the performance by it of its obligations thereunder, have been, or will have been as of the Closing, duly authorized by all requisite corporate or other similar applicable action. (b) Seller Parent has, and each other Seller has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Business as currently conducted and to own, lease and operate its properties and assets related to the Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business or prevent or reasonably be expected to prevent the Sellers from consummating the Closing prior to the Outside Date. (c) Person. This Agreement has been duly executed and delivered by Seller Parent Buyer and, assuming the due authorization, execution and delivery of this Agreement has been duly executed and delivered by Purchaser Parent and PurchaserSellers, constitutes a legal, valid and binding obligation of Seller ParentBuyer, and each Ancillary Agreement will be as of the Closing duly executed and delivered by each Seller that will be a party thereto and will, assuming such Ancillary Agreement has been duly executed and delivered by Purchaser Parent, Purchaser or the applicable Purchaser Designated Affiliate, constitute a legal, valid and binding obligation of such Seller, in each case enforceable against Seller Parent or such other Seller Buyer in accordance with its terms, except as enforcement may be limited by subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or equitable subordination and similar Laws laws of general applicability affecting creditors’ rights generally or by and to general principles of equity (regardless equity. The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements when duly executed and delivered by Buyer and its Affiliates which are a party thereto, assuming the due authorization, execution and delivery of whether enforcement is sought such other agreements, documents and instruments by each of the other parties thereto, constitute legal, valid and binding obligations of Buyer and its Affiliates which are a party thereto, enforceable against each such Person in a proceeding in equity or law)accordance with their terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, equitable subordination and similar laws of general applicability affecting creditors’ rights generally and to general principles of equity.

Authority; Binding Effect. (a) Each Seller Parent has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. Each Seller and its Affiliates which are parties hereto or to an Ancillary Agreement have all requisite power and authority to execute and deliver this Agreement, the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement and each or the Ancillary Agreement to which it will be a party Agreements and to perform its obligations hereunder consummate the transactions contemplated hereby and thereunderthereby. The execution and delivery by Seller Parent of this Agreement by Sellers and each such Ancillary Agreementthe consummation by Sellers of the transactions contemplated hereby, and the performance execution and delivery of the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by Seller Parent Sellers and their Affiliates which are parties thereto and the consummation of its obligations hereunder and thereunderthe transactions contemplated thereby, have been, or will have been as of the Closing, duly authorized by all requisite corporate action. Each Seller has, or will have as of necessary action on the Closing, all requisite corporate or other similar applicable power and authority to execute and deliver each Ancillary Agreement to which it will be a party and to perform its obligations thereunder. The execution and delivery by each Seller part of each Ancillary Agreement to which it will be a party, if applicable, and the performance by it of its obligations thereunder, have been, or will have been as of the Closing, duly authorized by all requisite corporate or other similar applicable action. (b) Seller Parent has, and each other Seller has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Business as currently conducted and to own, lease and operate its properties and assets related to the Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business or prevent or reasonably be expected to prevent the Sellers from consummating the Closing prior to the Outside Date. (c) Person. This Agreement has been duly executed and delivered by Seller Parent Sellers and, assuming the due authorization, execution and delivery of this Agreement has been duly executed and delivered by Purchaser Parent and PurchaserBuyer, constitutes a legal, valid and binding obligation of Seller ParentSellers, and each Ancillary Agreement will be as of the Closing duly executed and delivered by each Seller that will be a party thereto and will, assuming such Ancillary Agreement has been duly executed and delivered by Purchaser Parent, Purchaser or the applicable Purchaser Designated Affiliate, constitute a legal, valid and binding obligation of such Seller, in each case enforceable against Seller Parent or such other Seller Sellers in accordance with its terms, except as enforcement may be limited by subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium or equitable subordination and similar Laws laws of general applicability affecting creditors’ rights generally or by and to general principles of equity (regardless equity. The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements, when duly executed and delivered by Sellers and their Affiliates which are a party thereto, assuming the due authorization, execution and delivery of whether enforcement is sought such other agreements, documents and instruments by each of the other parties thereto, constitute legal, valid and binding obligations of Sellers and their Affiliates which are parties thereto, enforceable against each such Person in a proceeding in equity or law)accordance with their terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, equitable subordination and similar laws of general applicability affecting creditors’ rights generally and to general principles of equity.

Authority; Binding Effect. (a) Seller Parent has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is or will be a party and party, to perform its obligations hereunder and thereunderthereunder and to consummate the applicable Transactions. The execution and delivery by Seller Parent of this Agreement and each such Ancillary Agreement, and the performance by Seller Parent of its obligations hereunder and thereunderthereunder and the consummation by Seller Parent of the Transactions, have been, or will have been as of the Closing, duly authorized by all requisite corporate action. , and no other proceedings on the part of Seller Parent or any equityholder (direct or indirect) or director thereof are necessary to authorize such execution, delivery, performance and consummation. (b) Each other Seller has, or will have as of the Closing, has all requisite corporate or other similar applicable power and authority to execute and deliver each Ancillary Agreement to which it is or will be a party and party, to perform its obligations thereunderthereunder and to consummate the applicable Transactions. The execution and delivery by each other Seller of each Ancillary Agreement to which it is or will be a party, if applicable, and the performance by it such Seller of its obligations thereunderhereunder and thereunder and the consummation by such Seller of the applicable Transactions, have been, or will have been as of at the Closing, duly authorized by all requisite corporate or other similar applicable action. (b) Seller Parent hasaction on behalf of such Seller, and each no other proceedings on the part of such Seller hasor any equityholder (direct or indirect) or director thereof are necessary to authorize such execution, or will have as of the Closingdelivery, all requisite corporate or other similar applicable power performance and authority to carry on its respective business as it pertains to the Business as currently conducted and to own, lease and operate its properties and assets related to the Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business or prevent or reasonably be expected to prevent the Sellers from consummating the Closing prior to the Outside Dateconsummation. (c) This Agreement has been duly executed and delivered by Seller Parent and, assuming this Agreement has been duly executed and delivered by Purchaser Parent and Purchaser, constitutes a legal, valid and binding obligation of Seller Parent, and each Ancillary Agreement will be as of be, prior to the Closing Closing, duly executed and delivered by each Seller that is or will be a party thereto and will, assuming such Ancillary Agreement has been duly executed at and delivered by Purchaser Parent, Purchaser or after the applicable Purchaser Designated AffiliateClosing, constitute a legal, valid and binding obligation of each such Seller, in each case enforceable against Seller Parent or such the applicable other Seller in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law).

Authority; Binding Effect. (a) Seller Parent JVCo has all requisite corporate power and authority to execute and deliver this Agreement [and each Ancillary Implementing Agreement to which it will be a party party] and to perform its obligations hereunder and thereunder. The execution and delivery by Seller Parent JVCo of this Agreement [and each such Ancillary Implementing Agreement], and the performance by Seller Parent JVCo of its obligations hereunder and thereunder, have been, or will have been as of the Relevant Closing, duly authorized by all requisite corporate action. Each Seller Transferee has, or will have as of the Relevant Closing, all requisite corporate or other similar applicable power and authority to execute and deliver each Ancillary Implementing Agreement to which it will be a party and to perform its obligations thereunder. The execution and delivery by each Seller Transferee of each Ancillary Implementing Agreement to which it will be a party, if applicable, and the performance by it of its obligations thereunder, have been, or will have been as of the Relevant Closing, duly authorized by all requisite corporate or other similar applicable action. (b) Seller Parent has, and each other Seller has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Business as currently conducted and to own, lease and operate its properties and assets related to the Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business or prevent or reasonably be expected to prevent the Sellers from consummating the Closing prior to the Outside Date. (c) This Agreement has been duly executed and delivered by Seller Parent JVCo and, assuming this Agreement has been duly executed and delivered by Purchaser GSK Parent and PurchaserGSK CH, constitutes a legal, valid and binding obligation of Seller ParentJVCo, and each Ancillary Implementing Agreement will be as of the Relevant Closing duly executed and delivered by each Seller Transferee that will be a party thereto and will, assuming such Ancillary Implementing Agreement has been duly executed and delivered by Purchaser Parent, Purchaser or the applicable Purchaser Designated Affiliateall other parties thereto, constitute a legal, valid and binding obligation of such SellerTransferee, in each case enforceable against Seller Parent JVCo or such other Seller Transferee in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law).

Authority; Binding Effect. (a) Seller Parent Pfizer has all requisite corporate power and authority to carry on its business as it is now being conducted and to execute and deliver this Agreement and each the Ancillary Agreement to which it will be a party Agreements and to perform its obligations hereunder and thereunderhereunder. The execution and delivery by Seller Parent Pfizer of this Agreement and each such the Ancillary Agreement, Agreements and the performance by Seller Parent Pfizer of its obligations hereunder and thereunder, have been, or will have been at the Closing, duly authorized by all requisite corporate action. (b) Each of the Asset Selling Corporations has all requisite corporate power and authority to carry on its business as it is now being conducted. The performance by each of the Asset Selling Corporations of all actions necessary to permit Pfizer to fulfill its obligations hereunder has been, or will have been at the Closing, duly authorized by all requisite corporate action. Each Seller has, or will have as Pfizer has the requisite corporate authority to bind each of the Closing, all requisite corporate or other similar applicable power and authority to execute and deliver each Ancillary Agreement to which it will be a party Asset Selling Corporations and to cause each of them to act and perform its all their respective obligations thereunder. The execution herein and delivery by each Seller of each Ancillary Agreement to which it will be a party, if applicable, and the performance by it of its obligations thereunder, have been, or will have been as of the Closing, duly authorized by all requisite corporate or other similar applicable action. (b) Seller Parent has, and each other Seller has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Business as currently conducted and to own, lease and operate its properties and assets related to the Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business or prevent or reasonably be expected to prevent the Sellers from consummating the Closing prior to the Outside DateAncillary Agreements. (c) This Agreement has been duly executed and delivered by Seller Parent Pfizer and, assuming the due authorization, execution and delivery by each of Purchaser and Parent of this Agreement has been duly executed and delivered by Purchaser Parent and PurchaserAgreement, constitutes a legal, valid and binding obligation of Seller ParentPfizer, and each Ancillary Agreement will be as of the Closing duly executed and delivered by each Seller that will be a party thereto and will, assuming such Ancillary Agreement has been duly executed and delivered by Purchaser Parent, Purchaser or the applicable Purchaser Designated Affiliate, constitute a legal, valid and binding obligation of such Seller, in each case enforceable against Seller Parent or such other Seller it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyancemoratorium or similar laws affecting creditors' rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law). Assuming the due authorization, execution and delivery by Purchaser of each of the Ancillary Agreements, each of the Ancillary Agreements when duly executed and delivered by Pfizer at the Closing will constitute a valid and binding obligation of Pfizer, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws laws affecting creditors’ ' rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law).

Authority; Binding Effect. (a) Seller Parent has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it will be a party and to perform its obligations hereunder and thereunder. The execution and delivery by Seller Parent of this Agreement and each such Ancillary Agreement, and the performance by Seller Parent of its obligations hereunder and thereunderthereunder and the consummation by Seller Parent of the Transactions, have been, or will have been as of the Closing, duly authorized by all requisite corporate action. . (b) Each other Seller has, or will have as of the Closing, has all requisite corporate or other similar applicable power and authority to execute and deliver each Ancillary Agreement to which it will be a party and to perform its obligations thereunder. The execution and delivery by each other Seller of each Ancillary Agreement to which it will be a party, if applicable, and the performance by it of its obligations thereunderhereunder and thereunder and the consummation by each other Seller of the Transactions, have been, or will have been as of at the Closing, duly authorized by all requisite corporate or other similar applicable action. (b) Seller Parent has, and each other Seller has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Business as currently conducted and to own, lease and operate its properties and assets related to the Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business or prevent or reasonably be expected to prevent the Sellers from consummating the Closing prior to the Outside Date. (c) This Agreement has been duly and validly executed and delivered by Seller Parent and, assuming this Agreement has been duly executed and delivered by Purchaser Parent and Purchaser, constitutes a legal, valid and binding obligation of Seller Parent, and each Ancillary Agreement will be as of be, prior to the Closing Closing, duly and validly executed and delivered by each Seller that will be a party thereto and will, assuming such Ancillary Agreement has been duly executed and delivered by Purchaser Parent, Purchaser or after the applicable Purchaser Designated AffiliateClosing, constitute a legal, valid and binding obligation of each such Seller, in each case enforceable against Seller Parent or such the applicable other Seller in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law).

Authority; Binding Effect. (a) Seller GSK Parent has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Implementing Agreement to which it will be a party and to perform its obligations hereunder and thereunder. The execution and delivery by Seller GSK Parent of this Agreement and each such Ancillary Implementing Agreement, and the performance by Seller GSK Parent of its obligations hereunder and thereunder, have been, or will have been as of the Relevant Closing, duly authorized by all requisite corporate action. Each Seller has, or Transferor has and will have as of the Relevant Closing, all requisite corporate or other similar applicable power and authority to execute and deliver each Ancillary Implementing Agreement to which it will be a party and to perform its obligations thereunder. The execution and delivery by each Seller Transferor of each Ancillary Implementing Agreement to which it will be a party, if applicable, and the performance by it of its obligations thereunder, have been, or will have been as of the Relevant Closing, duly authorized by all requisite corporate or other similar applicable action. (b) Seller GSK Parent has, has and each other Seller Transferor has, or will have as of the Relevant Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Business as currently conducted and to own, lease and operate its properties and assets related to the BusinessTransferring Assets, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business Transferring Businesses or the Transferring Assets, taken as a whole, or prevent or reasonably be expected to prevent the Sellers GSK Parent or the Transferors from consummating the Closing prior to the Outside Dateany Relevant Closing. (c) This Agreement has been duly executed and delivered by Seller GSK Parent and, assuming this Agreement has been duly executed and delivered by Purchaser Parent JVCo and Purchaser, GSK CH constitutes a legal, valid and binding obligation of Seller GSK Parent, and each Ancillary Implementing Agreement will be as of the Relevant Closing duly executed and delivered by each Seller Transferor that will be a party thereto and will, assuming such Ancillary Implementing Agreement has been duly executed and delivered by Purchaser Parent, Purchaser or the applicable Purchaser Designated Affiliateother parties thereto, constitute a legal, valid and binding obligation of such SellerTransferor, in each case enforceable against Seller GSK Parent or such other Seller Transferor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law).

Authority; Binding Effect. (a) The Seller Parent has all requisite corporate the limited liability company power and authority to execute required for the execution and deliver delivery of this Agreement and each Ancillary Agreement to which it will be a party and Agreement, to perform its obligations hereunder and thereunderto consummate the transactions contemplated hereby. The Each of the Seller and the Company has the limited liability company power and authority required for the execution and delivery by of the other Transaction Documents to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. Each of the Seller Parent and the Company, as applicable, has obtained all necessary authorizations and approvals required for the execution, delivery and performance of this Agreement and each such Ancillary Agreementthe other Transaction Documents to which it is a party, and the performance by Seller Parent of to perform its obligations hereunder and thereunderthereunder and to consummate the transactions contemplated hereby and thereby. This Agreement has been, and upon their execution each of the other Transaction Documents to which the Seller or the Company, as applicable, is a party have been, duly and validly authorized and approved by all necessary organizational action on the part of such Person, duly executed (or will have been as executed) and delivered by such Person, and constitutes (or will constitute when so executed) the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, except to the extent such enforceability is subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or other Law affecting or relating to creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). No votes, approvals, consents or proceedings of the Closing, duly authorized by all requisite corporate action. Each Seller has, or will have as holders of Seller’s capital stock are necessary in connection with the Closing, all requisite corporate or other similar applicable power and authority to execute and deliver each Ancillary Agreement to which it will be a party and to perform its obligations thereunder. The execution and delivery by each Seller of each Ancillary Agreement to which it will be a partyof, if applicable, and or the performance by it the Seller of its obligations thereunderunder, have been, this Agreement and the Transaction Documents or will have been as the consummation by the Seller of the Closingtransactions contemplated hereby or thereby, duly authorized by all requisite corporate other than any such votes, approvals, consents or other similar applicable actionproceedings obtained on or prior to the Execution Date. (b) Seller Parent has, and each other Seller has, or will have as of the Closing, The Company has all requisite corporate or other similar applicable limited liability company power and authority to carry on its respective business as it pertains to the Business as currently conducted and to own, lease and operate its properties and assets related and to the Business, except where the failure carry on its business as now conducted and as currently contemplated to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business or prevent or reasonably be expected to prevent the Sellers from consummating the Closing prior to the Outside Dateconducted. (c) This Agreement has been duly executed and delivered by Seller Parent and, assuming this Agreement has been duly executed and delivered by Purchaser Parent and Purchaser, constitutes a legal, valid and binding obligation of Seller Parent, and each Ancillary Agreement will be as of the Closing duly executed and delivered by each Seller that will be a party thereto and will, assuming such Ancillary Agreement has been duly executed and delivered by Purchaser Parent, Purchaser or the applicable Purchaser Designated Affiliate, constitute a legal, valid and binding obligation of such Seller, in each case enforceable against Seller Parent or such other Seller in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law).

Authority; Binding Effect. (a) Seller Parent and each Divesting Entity has all requisite necessary corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement and all other agreements and documents contemplated hereby and thereby, to which it will be is a party and to perform its obligations hereunder and thereunderthereunder and to consummate the Transactions. The execution execution, delivery and delivery performance by Seller Parent and each Divesting Entity of this Agreement and each such Ancillary Agreement, the other Transaction Documents and the consummation of the Transactions, have been duly authorized and adopted by Seller and each applicable Divesting Entity. No other corporate action or proceeding on the part of Seller or any Divesting Entity is necessary to authorize the execution, delivery and performance by Seller Parent and each Divesting Entity of its obligations hereunder this Agreement and thereunder, have been, or will have been as the other Transaction Documents and the consummation of the Closing, duly authorized by all requisite corporate action. Each Seller has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to execute and deliver each Ancillary Agreement to which it will be a party and to perform its obligations thereunder. The execution and delivery by each Seller of each Ancillary Agreement to which it will be a party, if applicable, and the performance by it of its obligations thereunder, have been, or will have been as of the Closing, duly authorized by all requisite corporate or other similar applicable actionTransactions. (b) Seller Parent has, and each other Seller has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Business as currently conducted and to own, lease and operate its properties and assets related to the Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business or prevent or reasonably be expected to prevent the Sellers from consummating the Closing prior to the Outside Date. (c) This Agreement has been duly executed and delivered by Seller Parent and, assuming due authorization, execution and delivery of this Agreement has been duly executed and delivered by Purchaser Parent and Purchaser, constitutes a legal, valid and binding obligation of Seller Parentenforceable against Seller in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at Law or in equity (clauses (i) and (ii) together, the “Bankruptcy and Equity Exception”). (c) Each of the Ancillary Agreements has been duly authorized by all necessary action on the part of Seller and each Ancillary Agreement will be as of the Closing Divesting Entity party thereto and has been duly and validly executed and delivered by Seller and each Seller that will be a Divesting Entity party thereto and willand, assuming such Ancillary Agreement has been duly executed the valid execution and delivered delivery by Purchaser ParentPurchaser, Purchaser or the applicable Purchaser Designated Affiliate, constitute constitutes a legal, valid and binding obligation of such SellerSeller and each Divesting Entity party thereto, in each case enforceable against Seller Parent or such other Seller and each Divesting Entity party thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law)subject to the Bankruptcy and Equity Exception.

Authority; Binding Effect. (a) Such Seller Parent has all requisite corporate full right, power and authority to execute enter into and to perform such Seller’s obligations under each of the Transaction Documents to which such Seller is or may become a party. Such Seller has all requisite power and authority to execute, deliver and perform his obligations under this Agreement and each Ancillary Agreement the other Transaction Documents to which it will be such Seller is a party and to perform its obligations consummate the transactions contemplated hereunder and thereunder. The execution execution, delivery and delivery by Seller Parent performance of this Agreement and each the other Transaction Documents to which such Ancillary Agreement, and the performance by Seller Parent of its obligations hereunder and thereunder, have been, or will is a party have been as of the Closing, duly authorized by all requisite corporate actionsuch Seller. Each All organizational actions and proceedings required to be taken by or on the part of such Seller hasto authorize and permit the execution, or will have as delivery and performance by such Seller of this Agreement and the Closing, all requisite corporate or other similar applicable power and authority to execute and deliver each Ancillary Agreement Transaction Documents to which it will be a party and to perform its obligations thereunder. The execution and delivery by each such Seller of each Ancillary Agreement to which it will be is a party, if applicable, and the performance by it of its obligations thereunder, have been, or will have been as of the Closing, duly authorized by all requisite corporate or other similar applicable action. (b) Seller Parent hasand properly taken. This Agreement has been, and each other Transaction Document to which such Seller has, is a party has been or will have as of the Closingbe, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Business as currently conducted and to own, lease and operate its properties and assets related to the Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business or prevent or reasonably be expected to prevent the Sellers from consummating the Closing prior to the Outside Date. (c) This Agreement has been duly executed and delivered by Seller Parent and, assuming this such Seller. This Agreement has been duly executed and delivered by Purchaser Parent and Purchaser, constitutes a legal, valid and binding obligation of Seller Parent, and each Ancillary Agreement will be as of the Closing duly executed and delivered by each Seller that will be a party thereto and will, assuming such Ancillary Agreement has been duly executed and delivered by Purchaser Parent, Purchaser or the applicable Purchaser Designated Affiliate, constitute a legal, valid and binding obligation of such Seller, in each case and, assuming the due authorization, execution and delivery by the Purchaser (if party thereto), enforceable against Seller Parent or such other Seller in accordance with its terms, except as enforcement such enforceability may be limited by principles of public policy and subject to the laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors and rules of law governing specific performance, reorganizationinjunctive relief or other equitable remedies, fraudulent conveyanceand upon the execution of each of the other Transaction Documents, moratorium or similar Laws affecting creditors’ rights generally or each of such other Transaction Documents will constitute the legal, valid and binding obligation of such Seller who is a party thereto, and will be, assuming the due authorization, execution and delivery by general the Purchaser (if party thereto), enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by principles of equity (regardless public policy and subject to the laws of whether enforcement is sought in a proceeding in equity general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or law)other equitable remedies.

Authority; Binding Effect.  (a) Seller Parent and each of the Selling Affiliates has all requisite corporate power and authority to (i) execute and deliver this Agreement (in the case of Seller) and each Ancillary Agreement (in the case of Seller and each of the Selling Affiliates) to which it is or will be a party and to party, (ii) perform its obligations hereunder and thereunder, (iii) consummate the Transactions and (iv) operate the Business as it is currently conducted. The execution and delivery by Seller Parent of this Agreement and the execution and delivery by Seller and each such of the Selling Affiliates of each Ancillary AgreementAgreement to which it is a party, and the performance by Seller Parent it of its obligations hereunder and thereunder, have beenand the consummation by Seller and each of such Selling Affiliates of the Transactions, or will have been as of the Closing, duly authorized by all requisite corporate action. Each Seller has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to execute and deliver each Ancillary Agreement to which it will be a party and to perform its obligations thereunder. The execution and delivery by each Seller of each Ancillary Agreement to which it will be a party, if applicable, and the performance by it of its obligations thereunder, have been, or will have been as of the Closing, duly authorized by all requisite corporate or other similar applicable action. (b) Seller Parent has, and each other Seller has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Business as currently conducted and to own, lease and operate its properties and assets related to the Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business or prevent or reasonably be expected to prevent the Sellers from consummating the Closing prior to the Outside Date. (c) This Agreement has been duly and validly executed and delivered by Seller Parent and, assuming this the due authorization, execution and delivery by Purchaser, constitutes a valid and binding obligation of Seller, and each Ancillary Agreement has been duly and validly executed and delivered by Purchaser Parent Seller and each Selling Affiliate that is a party thereto and, assuming the due authorization, execution and delivery by Purchaser, constitutes a legal, valid and binding obligation of Seller Parent, and each Ancillary Agreement will be as of the Closing duly executed and delivered by each Seller that will be a party thereto and will, assuming such Ancillary Agreement has been duly executed and delivered by Purchaser Parent, Purchaser or the applicable Purchaser Designated Selling Affiliate, constitute a legal, valid and binding obligation of such Seller, in each case enforceable against Seller Parent or and each such other Seller Selling Affiliate in accordance with its terms, except in each case as enforcement may be limited by (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or and other similar Laws laws of general application affecting enforcement of creditors’ rights generally or by rights, and (ii) general principles of equity that restrict the availability of equitable remedies (regardless of whether enforcement is sought in a proceeding in equity or law).

Authority; Binding Effect. (ai) Seller Parent Collegium has all requisite corporate power and authority to own and operate its properties and assets, to carry on its business as it is now being conducted and to execute and deliver this Agreement and each the Ancillary Agreement to which it will be a party Agreements, and to perform carry out or cause to be carried out, the Transactions. Newco has all requisite power and authority to own and operate its obligations hereunder properties and thereunderassets, to carry on its business as it is now being conducted and to execute and deliver this Agreement and the Ancillary Agreements, and to carry out or cause to be carried out, the Transactions. The execution and delivery by Seller Parent Collegium and Newco of this Agreement and each such the Ancillary AgreementAgreements, and the performance by Seller Parent Collegium and Newco of its their obligations hereunder and thereunder, have been, or will have been as of the Closing, duly authorized by all requisite corporate action. Each Seller has, or will have as action on the part of the Closing, all requisite corporate or other similar applicable power Collegium and authority to execute and deliver each Ancillary Agreement to which it will be a party and to perform its obligations thereunder. The execution and delivery by each Seller of each Ancillary Agreement to which it will be a party, if applicable, and the performance by it of its obligations thereunder, have been, or will have been as of the Closing, duly authorized by all requisite corporate or other similar applicable actionNewco. (b) Seller Parent has, and each other Seller has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Business as currently conducted and to own, lease and operate its properties and assets related to the Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business or prevent or reasonably be expected to prevent the Sellers from consummating the Closing prior to the Outside Date. (cii) This Agreement has been duly executed and delivered by Seller Parent andCollegium and Newco, and assuming this Agreement has been duly executed the valid execution and delivered delivery by Purchaser Parent and PurchaserDepomed, constitutes a legal, valid and binding obligation of Seller Parenteach of Collegium and Newco, and each Ancillary Agreement will be as of the Closing duly executed and delivered by each Seller that will be a party thereto and will, assuming such Ancillary Agreement has been duly executed and delivered by Purchaser Parent, Purchaser or the applicable Purchaser Designated Affiliate, constitute a legal, valid and binding obligation of such Seller, in each case enforceable against Seller Parent or such other Seller Collegium and Newco in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law). (iii) Each of the Ancillary Agreements has been duly authorized by all necessary corporate action on the part of Collegium and Newco, and has been, or will be at the Closing, duly executed and delivered by Collegium and Newco, and assuming the valid execution and delivery by Depomed, constitutes or will constitute a legal, valid and binding Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions marked [***]. obligation of each of Collegium and Newco, enforceable against Collegium and Newco in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law).

Authority; Binding Effect. (a) Seller Parent The Company has all requisite full corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement and, subject to which it will be a party and to perform its obligations hereunder and thereunder. The execution and delivery by Seller Parent the approval of this Agreement and each such Ancillary Agreement, and the performance transactions contemplated hereby by Seller Parent of its obligations hereunder and thereunder, have been, or will have been as the stockholders of the ClosingCompany, duly authorized by all requisite corporate action. Each Seller has, or will have as of to consummate the Closing, all requisite corporate or other similar applicable power and authority to execute and deliver each Ancillary Agreement to which it will be a party and to perform its obligations thereundertransactions contemplated hereby in accordance with the terms hereof. The execution execution, delivery and delivery by each Seller performance of each Ancillary Agreement to which it will be a party, if applicable, and the performance by it of its obligations thereunder, have been, or will have been as of the Closing, duly authorized by all requisite corporate or other similar applicable action. (b) Seller Parent has, and each other Seller has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Business as currently conducted and to own, lease and operate its properties and assets related to the Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business or prevent or reasonably be expected to prevent the Sellers from consummating the Closing prior to the Outside Date. (c) This Agreement has been duly executed and delivered by Seller Parent and, assuming this Agreement has been duly and validly approved by the Board of Directors of the Company and, except for the stockholder approval referenced in Section 5.10 hereof, no other corporate proceedings on the part of the Company are necessary to consummate the transactions contemplated by this Agreement. Subject to approval by the stockholders of the Company of the Merger, this Agreement has been duly and validly executed and delivered by Purchaser Parent the Company and Purchaser, constitutes a legal, valid and binding obligation of Seller Parent, and each Ancillary Agreement will be as of the Closing duly executed and delivered by each Seller that will be a party thereto and will, assuming such Ancillary Agreement has been duly executed and delivered by Purchaser Parent, Purchaser or the applicable Purchaser Designated Affiliate, constitute a legal, valid and binding obligation of such Seller, in each case Company enforceable against Seller Parent or such other Seller the Company in accordance with its terms, except as enforcement may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance, moratorium or conveyance laws and similar Laws laws affecting creditors’ ' rights generally or by generally, (ii) general principles of equity (equity, regardless of whether enforcement is sought asserted in a proceeding in equity or law), and (iii) approvals of the Applicable Governmental Authorities. (b) The Board of Directors of the Company has duly and validly approved, and taken all corporate actions required to be taken by the Board of Directors of the Company for the consummation of, the transactions contemplated by this Agreement, including the Merger, and unanimously resolved that this Agreement is advisable and to recommend that the stockholders of the Company approve and adopt this Agreement. The Board of Directors of the Company, at a meeting duly called and held, has taken all actions necessary under the DGCL, including approving the transactions contemplated by this Agreement, to ensure that the restrictions on "business combinations" set forth in Section 203 of the DGCL do not, and will not, apply to the transactions contemplated by this Agreement, including, without limitation, the Merger. (c) In furtherance of the representation given in clause (b) above, the Board of Directors of the Company (at a meeting duly called and held) has by the unanimous vote of all directors present (i) determined that the Merger is advisable and in the best interests of the Company and its stockholders, (ii) approved this Agreement and the transactions contemplated hereby, including the Merger, and (iii) directed that the Agreement be submitted for consideration by the Company's stockholders with their unanimous recommendation that such Merger be approved.

Authority; Binding Effect. (a) Seller Parent Such Selling Shareholder has all requisite corporate full right, power and authority to execute enter into and to perform such Selling Shareholder’s obligations under each of the Transaction Documents to which such Selling Shareholder is or may become a party. Such Selling Shareholder has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and each Ancillary Agreement the other Transaction Documents to which it will be such Selling Shareholder is a party and to perform its obligations consummate the transactions contemplated hereunder and thereunder. The execution execution, delivery and delivery by Seller Parent performance of this Agreement and each the other Transaction Documents to which such Ancillary Agreement, and the performance by Seller Parent of its obligations hereunder and thereunder, have been, or will Selling Shareholder is a party have been as of the Closing, duly authorized by all requisite corporate actionsuch Selling Shareholder. Each Seller hasAll organizational actions and proceedings required to be taken by or on the part of such Selling Shareholder to authorize and permit the execution, or will have as delivery and performance by such Selling Shareholder of this Agreement and the Closing, all requisite corporate or other similar applicable power and authority to execute and deliver each Ancillary Agreement Transaction Documents to which it will be a party and to perform its obligations thereunder. The execution and delivery by each Seller of each Ancillary Agreement to which it will be such Selling Shareholder is a party, if applicable, and the performance by it of its obligations thereunder, have been, or will have been as of the Closing, duly authorized by all requisite corporate or other similar applicable action. (b) Seller Parent hasand properly taken. This Agreement has been, and each other Seller has, Transaction Document to which such Selling Shareholder is a party has been or will have as of the Closingbe, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Business as currently conducted and to own, lease and operate its properties and assets related to the Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business or prevent or reasonably be expected to prevent the Sellers from consummating the Closing prior to the Outside Date. (c) This Agreement has been duly executed and delivered by Seller Parent and, assuming this such Selling Shareholder. This Agreement has been duly executed and delivered by Purchaser Parent and Purchaser, constitutes a legal, valid and binding obligation of Seller Parent, and each Ancillary Agreement will be as of the Closing duly executed and delivered by each Seller that will be a party thereto and will, assuming such Ancillary Agreement has been duly executed and delivered by Purchaser Parent, Purchaser or the applicable Purchaser Designated Affiliate, constitute a legal, valid and binding obligation of such SellerSelling Shareholder, in each case and, assuming the due authorization, execution and delivery by the other parties thereto, is enforceable against Seller Parent or such other Seller Selling Shareholder in accordance with its terms, except as enforcement may be limited and upon the execution of each of the other Transaction Documents to which such Selling Shareholder is a party, each of such other Transaction Documents will constitute the legal, valid and binding obligation of such Selling Shareholder who is a party thereto, and will be, assuming the due authorization, execution and delivery by the other parties thereto, enforceable against such Selling Shareholder in accordance with its terms, in each case, subject to (a) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors, reorganizationand (b) rules of law governing specific performance, fraudulent conveyanceinjunctive relief and other equitable remedies. The spouse, moratorium if any, of such Selling Shareholder has the right, power and capacity to execute and deliver and to perform her or similar Laws affecting creditors’ rights generally his obligations under the Spousal Consent executed by her or by general principles of equity (regardless of whether enforcement him and delivered to the Purchaser simultaneously herewith. Such Spousal Consent is sought accurate and constitutes such spouse’s legal, valid and binding obligations, enforceable against him or her in a proceeding in equity or law).accordance with its terms. Execution Copy

Authority; Binding Effect. (a) Seller No vote of holders of capital stock of Purchaser or Purchaser Parent is necessary to approve this Agreement, the transactions contemplated by this Agreement or the Financing. Purchaser has all requisite corporate power and authority to own, lease and operate its properties and assets, to carry on its business as it is now being conducted and to execute and deliver this Agreement and each Ancillary Agreement to which it will be a party and to perform its obligations hereunder and thereunder. The execution and delivery by Seller Parent Purchaser of this Agreement and each such Ancillary Agreement, and the performance by Seller Parent of its obligations hereunder and thereunder, have been, or will have been as of the Closing, duly authorized by all requisite corporate action. Each Seller has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to execute and deliver each Ancillary Agreement to which it will be a party and to perform the performance by Purchaser of its obligations thereunder. The execution hereunder and thereunder have been duly authorized by all requisite corporate action on the part of Purchaser, including any requisite resolution duly adopted and not subsequently rescinded or modified in any way by the board of directors of Purchaser approving the execution, delivery and performance by each Seller Purchaser of this Agreement and each Ancillary Agreement to which it will be a party, if applicable, and the performance by it of its obligations thereunder, have been, or will have been as of the Closing, duly authorized by all requisite corporate or other similar applicable action. (b) Seller Parent has, and each other Seller has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Business as currently conducted and to own, lease and operate its properties and assets related to the Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business or prevent or reasonably be expected to prevent the Sellers from consummating the Closing prior to the Outside Date. (c) This Agreement has been duly executed and delivered by Seller Parent Purchaser and, assuming this Agreement has been duly executed the valid execution and delivered delivery by Purchaser Parent and PurchaserSellers, constitutes a legal, valid and binding obligation of Seller ParentPurchaser, and each Ancillary Agreement will be as of be, prior to the Closing duly executed and delivered by each Seller that will be a party thereto and willClosing, assuming such Ancillary Agreement has been duly executed and delivered by Purchaser and will, from and after the Closing, assuming the valid execution and delivery by Sellers and Seller Parent, Purchaser or the applicable Purchaser Designated Affiliateas applicable, constitute a legal, valid and binding obligation of such SellerPurchaser, in each case enforceable against Seller Parent or such other Seller Purchaser in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law).

Authority; Binding Effect. (a) Seller Parent and, where applicable, each other Seller Entity, has all requisite corporate power necessary power, rights and authority to execute and deliver this Agreement and each Ancillary Agreement the other Transaction Documents to which it Seller is or will be a party and party, to perform its obligations hereunder and thereunderthereunder and to consummate the applicable Transactions. The execution and delivery by Seller Parent of this Agreement and each such Ancillary Agreementthe other Transaction Documents to which Seller is or will be a party, and the performance by Seller Parent of its obligations hereunder and thereunder, and the consummation by Seller and, where applicable, the other Seller Entities, of the applicable Transactions, have been, or will have been as of the Closing, duly authorized and approved by all requisite necessary corporate and similar, where applicable, action. Each Seller hasEntity, or will have as other than Seller, is a wholly-owned Subsidiary of the Closing, all requisite corporate or other similar applicable power and authority to execute and deliver each Ancillary Agreement to which it will be a party and to perform its obligations thereunder. The execution and delivery by each Seller of each Ancillary Agreement to which it will be a party, if applicable, and the performance by it of its obligations thereunder, have been, or will have been as of the Closing, duly authorized by all requisite corporate or other similar applicable actionSeller. (b) Seller Parent hasAssuming the due authorization, execution and each other Seller has, or will have as delivery of the Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Business as currently conducted and to own, lease and operate its properties and assets related to the Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business or prevent or reasonably be expected to prevent the Sellers from consummating the Closing prior to the Outside Date. (c) This Agreement has been duly executed and delivered by Seller Parent and, assuming this Agreement has been duly executed and delivered by Purchaser Parent and Purchaser, this Agreement constitutes a legal, valid and binding obligation of Seller Parent, and each Ancillary Agreement will be as of the Closing duly executed and delivered by each Seller that will be a party thereto and will, assuming such Ancillary Agreement has been duly executed and delivered by Purchaser Parent, Purchaser or the applicable Purchaser Designated Affiliate, constitute a legal, valid and binding obligation of such Seller, in each case enforceable against Seller Parent or such other Seller in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or and by general equity - 36 - principles (the “Enforceability Exceptions”). Assuming the due authorization, execution and delivery of equity (regardless the Transaction Documents by Purchaser or its applicable Affiliate, each Transaction Document to which Seller is or will be a party, when executed and delivered hereunder and thereunder, as applicable, will be duly and validly executed and delivered by Seller, and will constitute a legal, valid and binding obligation of whether Seller, enforceable against Seller in accordance with its terms, except as enforcement is sought in a proceeding in equity or law)may be limited by the Enforceability Exceptions.

Authority; Binding Effect. (a) Each of Seller Parent and its Relevant Affiliates has all requisite full corporate or other organizational power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and each the Ancillary Agreement Agreements to which it will be is a party and to perform its obligations hereunder and thereunder. The execution and delivery each other agreement, document, instrument, deed or certificate contemplated by Seller Parent of this Agreement and each such the Ancillary Agreement, and the performance Agreements to be executed by Seller Parent or any of its obligations hereunder and thereunder, have been, or will have been as Relevant Affiliates in connection with the consummation of the Closing, duly authorized by all requisite corporate action. Each Seller has, or will have as of the Closing, all requisite corporate or other similar applicable power transactions contemplated hereby and authority to execute and deliver each Ancillary Agreement to which it will be a party and to perform its obligations thereunder. The execution and delivery by each Seller of each Ancillary Agreement to which it will be a party, if applicable, and the performance by it of its obligations thereunder, have been, or will have been as of the Closing, duly authorized by all requisite corporate or other similar applicable actionthereby. (b) The execution, delivery and performance by Seller Parent hasof this Agreement, and each other the execution, delivery and performance by Seller has, or will have as and its Relevant Affiliates of any of the ClosingAncillary Agreements to which it is a party have been duly authorized or, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains with respect to the Business as currently conducted and to ownAncillary Agreements, lease and operate its properties and assets related to the Business, except where the failure to shall have such power and authority would not, individually or in the aggregate, be materially adverse to the Business or prevent or reasonably be expected to prevent the Sellers from consummating been duly authorized at the Closing prior to Date, by all necessary corporate action on the Outside Datepart of Seller and its Relevant Affiliates, as the case may be, and no additional authorization on the part of Seller is necessary in connection with the execution, delivery and performance of this Agreement or on the part of Seller and its Relevant Affiliates in connection with the execution, delivery or performance of the Ancillary Agreements. (c) This Agreement has been constitutes, and on the Closing Date, will constitute, and each of the Ancillary Agreements when duly executed and delivered by Seller Parent andon the Closing Date, assuming this Agreement has been duly executed the due authorization, execution and delivered delivery by Purchaser Parent the other parties hereto and Purchaserthereto, constitutes a will constitute, legal, valid and binding obligation obligations of Seller Parentand its Relevant Affiliates that are parties thereto, and each Ancillary Agreement will be as of the Closing duly executed and delivered by each Seller that will be a party thereto and will, assuming such Ancillary Agreement has been duly executed and delivered by Purchaser Parent, Purchaser or the applicable Purchaser Designated Affiliate, constitute a legal, valid and binding obligation of such Seller, in each case enforceable against Seller Parent or such other Seller them in accordance with its their respective terms, except as enforcement may be limited by subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws Laws, now or hereafter in effect, relating to or affecting creditors’ the rights of creditors generally or and by general principles legal and equitable limitations on the enforceability of equity (regardless of whether enforcement is sought in a proceeding in equity or law)specific remedies.

Authority; Binding Effect. (a) Each Seller Parent Entity has all requisite corporate corporate, limited liability or other power and authority to execute and deliver this Agreement and each Ancillary Agreement of the Other Transaction Documents to which it is, or at the Applicable Closing will be be, a party and (subject to the Consents, Authorizations and Filings described in Section 2.03) to consummate the transactions contemplated hereby and thereby (including the Pre-Closing Restructuring Transactions) and perform its other obligations hereunder and thereunder. The Each Seller Entity has taken all corporate, limited liability company or other similar action required to authorize the execution and delivery by Seller Parent of this Agreement and each such Ancillary Agreement, and the performance by Seller Parent of its obligations hereunder and thereunder, have been, or will have been as of the Closing, duly authorized by all requisite corporate action. Each Seller has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to execute and deliver each Ancillary Agreement Transaction Document to which it is, or at the Applicable Closing will be be, a party and to perform its obligations thereunder. The execution and delivery by each Seller of each Ancillary Agreement to which it will be a party, if applicable, and authorize the performance by it of its obligations thereunder, have been, or will have been as consummation of the Closing, duly authorized by all requisite corporate or other similar applicable actiontransactions contemplated hereby and thereby. (b) Seller Parent has, and each other Seller has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Business as currently conducted and to own, lease and operate its properties and assets related to the Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business or prevent or reasonably be expected to prevent the Sellers from consummating the Closing prior to the Outside Date. (c) This Agreement has been duly executed and delivered by Seller Parent and, assuming prior to the Applicable Closing, Seller or the applicable Seller Entities, will have duly executed and delivered each of the Other Transaction Documents to which it is specified to be a party. (c) Assuming that this Agreement has been duly authorized, executed and delivered by Purchaser Parent the Purchasers, this Agreement constitutes, and, upon the due authorization, execution and Purchaserdelivery by the other Parties to each Other Transaction Document, constitutes each Other Transaction Document to which a Seller Entity is specified to be a party constitutes, or at the Applicable Closing will constitute, a legal, valid and binding obligation of Seller Parent, and each Ancillary Agreement will be as of the Closing duly executed and delivered by each Seller that will be a party thereto and will, assuming such Ancillary Agreement has been duly executed and delivered by Purchaser Parent, Purchaser or the applicable Purchaser Designated AffiliateSeller Entity, constitute a legal, valid and binding obligation of such Seller, in each case enforceable against such Seller Parent or such other Seller Entity in accordance with its terms, except as enforcement may be limited by subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, fraudulent conveyance, moratorium or similar and other Laws affecting creditors’ rights generally or by generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or lawcollectively, the “Remedies Exception”).

Authority; Binding Effect. (ai) Seller Parent Each Depomed Entity has all requisite corporate power and authority to own and operate its properties and assets and to carry on its business as it is now being conducted and as it is related to the Transferred Assets and the Business. Depomed has all requisite corporate power and authority to execute and deliver this Agreement and each the Ancillary Agreement to which it will be a party Agreements, and to perform its obligations hereunder and thereundercarry out, or to cause to be carried out, the Transactions. The execution and delivery by Seller Parent Depomed of this Agreement and each such the Ancillary AgreementAgreements, and the performance by Seller Parent each Depomed Entity of its obligations hereunder and thereunder, have been, or will have been as of the Closing, duly authorized by all requisite corporate action. Each Seller has, or will have as action on the part of the Closing, all requisite corporate or other similar applicable power and authority to execute and deliver each Ancillary Agreement to which it will be a party and to perform its obligations thereunder. The execution and delivery by each Seller of each Ancillary Agreement to which it will be a party, if applicable, and the performance by it of its obligations thereunder, have been, or will have been as of the Closing, duly authorized by all requisite corporate or other similar applicable actionsuch Depomed Entity. (b) Seller Parent has, and each other Seller has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Business as currently conducted and to own, lease and operate its properties and assets related to the Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business or prevent or reasonably be expected to prevent the Sellers from consummating the Closing prior to the Outside Date. (cii) This Agreement has been duly executed and delivered by Seller Parent Depomed and, assuming this Agreement has been duly executed the valid execution and delivered delivery by Purchaser Parent and PurchaserCollegium, constitutes a legal, valid and binding obligation of Seller ParentDepomed, and each Ancillary Agreement will be as of the Closing duly executed and delivered by each Seller that will be a party thereto and will, assuming such Ancillary Agreement has been duly executed and delivered by Purchaser Parent, Purchaser or the applicable Purchaser Designated Affiliate, constitute a legal, valid and binding obligation of such Seller, in each case enforceable against Seller Parent or such other Seller Depomed in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law). (iii) Each of the Ancillary Agreements has been duly authorized by all necessary action on the part of Depomed and has been, or will be at the Closing, duly executed Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions marked [***]. and delivered by Depomed and, assuming the valid execution and delivery by Collegium, constitutes or will constitute a legal, valid and binding obligation of Depomed, enforceable against Depomed in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law).

Authority; Binding Effect. (a) Seller Parent Purchaser has all requisite corporate power and authority to carry on its business as it is now being conducted and to execute and deliver this Agreement and each Ancillary Agreement to which it will be a party party, and to perform its obligations hereunder and thereunder. The execution and delivery by Seller Parent Purchaser of this Agreement and by Purchaser and each such Purchaser Designee of each Ancillary AgreementAgreement to which it will be a party, and the performance by Seller Parent Purchaser and such Purchaser Designees of its their obligations hereunder and thereunder, have been, or will have been as of the Closing, duly authorized by all requisite corporate action. Each Seller has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to execute and deliver each Ancillary Agreement to which it will be a party and to perform its obligations thereunder. The execution and delivery by each Seller of each Ancillary Agreement to which it will be a party, if applicable, and the performance by it of its obligations thereunder, have been, or will have been as of at the Closing, duly authorized by all requisite corporate or other similar applicable action. (b) Seller Parent has, and each other Seller has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Business as currently conducted and to own, lease and operate its properties and assets related to the Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business or prevent or reasonably be expected to prevent the Sellers from consummating the Closing prior to the Outside Date. (c) This Agreement has been duly executed and delivered by Seller Parent Purchaser and, assuming this Agreement has been duly executed and delivered by Purchaser Parent and PurchaserSeller Parent, constitutes a legal, valid and binding obligation of Seller ParentPurchaser, and each Ancillary Agreement will be as of the Closing duly executed and delivered by Purchaser and each Seller that Purchaser Designee to which it will be a party thereto and will, assuming such Ancillary Agreement has been duly executed and delivered by Purchaser Parent, Purchaser or the applicable Purchaser Designated Affiliateeach Seller that will be a party thereto, constitute a legal, valid and binding obligation of Purchaser and such SellerPurchaser Designee, in each case enforceable against Seller Parent or Purchaser and such other Seller Purchaser Designee in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law).

Authority; Binding Effect. (a) Seller Parent has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it will be a party and party, to perform its obligations hereunder and thereunderthereunder and to consummate the Transactions. The execution and delivery by Seller Parent of this Agreement and each such Ancillary Agreement, and the performance by Seller Parent of its obligations hereunder and thereunderthereunder and the consummation of the Transactions, have been, or in the case of the Ancillary Agreements will have been as of the prior to Closing, duly authorized by all requisite corporate action. Each Seller has, or will have as action on the part of the Closing, all requisite corporate or other similar applicable power and authority to execute and deliver each Ancillary Agreement to which it will be a party and to perform its obligations thereunder. The execution and delivery by each Seller of each Ancillary Agreement to which it will be a party, if applicable, and the performance by it of its obligations thereunder, have been, or will have been as of the Closing, duly authorized by all requisite corporate or other similar applicable actionSeller. (b) Seller Parent has, and each other Seller has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Business as currently conducted and to own, lease and operate its properties and assets related to the Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business or prevent or reasonably be expected to prevent the Sellers from consummating the Closing prior to the Outside Date. (c) This Agreement has been duly executed and delivered by Seller Parent and, assuming this Agreement has been duly executed and delivered by Purchaser Parent and Purchaser, constitutes a legal, valid and binding obligation of Seller ParentSeller, and each Ancillary Agreement will be as of be, prior to the Closing Closing, duly executed and delivered by each Seller that will be a party thereto and will, assuming such Ancillary Agreement has been duly executed and delivered by Purchaser Parent, Purchaser or upon the applicable Purchaser Designated AffiliateClosing, constitute a legal, valid and binding obligation of such Seller, in each case enforceable against Seller Parent or such other Seller in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (c) Each Affiliate of Seller that will enter into any Ancillary Agreement has all requisite organizational power and authority to execute and deliver each Ancillary Agreement to which it will be a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by each such Affiliate of each Ancillary Agreement to which it will be a party, the performance by such Affiliate of its obligations thereunder and the consummation of the transactions contemplated thereby, will have been prior to Closing duly authorized by all requisite organizational action on the part of such Affiliate prior to its execution and delivery of each such Ancillary Agreement. (d) Each Ancillary Agreement to which an Affiliate of Seller will be a party, as of the Closing, will have been duly executed and delivered by such Affiliate and, as of the Closing, constitutes a legal, valid and binding obligation of such Affiliate, in each case enforceable against such Affiliate in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Authority; Binding Effect. (a) a. Seller Parent has all requisite corporate power and authority to carry on its business as it pertains to the Business as currently conducted and to execute and deliver this Agreement and each Ancillary Agreement to which it will be a party and to perform its obligations hereunder and thereunder. The execution and delivery by Seller Parent of this Agreement and each such Ancillary Agreement, and the performance by Seller Parent of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby, have been, or will have been as of at the Closing, duly authorized by all requisite corporate action. , and no other proceedings are necessary to authorize this Agreement and each such Ancillary Agreement or to consummate the transactions contemplated hereby and thereby. b. Each other Seller has, or will have as of the Closing, has all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Business as currently conducted and to own, lease and operate its properties and assets, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business. Each other Seller has all requisite corporate or other power and authority to execute and deliver each Ancillary Agreement to which it will be a party and party, to perform its obligations thereunderthereunder and to consummate the transactions contemplated thereby. The execution and delivery by each other Seller of each Ancillary Agreement to which it will be a party, if applicable, and the performance by it of its obligations thereunder, have been, or will have been as of at the Closing, duly authorized by all requisite corporate or other similar applicable action, and no other proceedings are necessary to authorize each such Ancillary Agreement or to consummate the transactions contemplated thereby. (b) Seller Parent has, and each other Seller has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Business as currently conducted and to own, lease and operate its properties and assets related to the Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business or prevent or reasonably be expected to prevent the Sellers from consummating the Closing prior to the Outside Date. (c) c. This Agreement has been duly executed and delivered by Seller Parent and, assuming this Agreement has been duly executed and delivered by Purchaser Parent and Purchaser, constitutes a legal, valid and binding obligation of Seller Parent, and each Ancillary Agreement will be as of the Closing duly executed and delivered by each Seller that will be a party thereto and will, assuming such Ancillary Agreement has been duly executed and delivered by Purchaser Parent, Purchaser or the applicable Purchaser Designated Affiliate, constitute a legal, valid and binding obligation of such Seller, in each case enforceable against Seller Parent or such other Seller in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law).

Authority; Binding Effect. (a) Subject to the Bankruptcy Court’s entry of the Bidding Procedures Order, the Confirmation Order and any other Related Order to close the transactions contemplated hereby in accordance with this Agreement, each Seller Parent has all requisite corporate organizational power and organizational authority to execute and deliver this Agreement and each Ancillary Agreement the Related Agreements to which it will be a party and is party, to perform its obligations hereunder and thereunderthereunder and to consummate the transactions contemplated hereby and thereby. The execution execution, delivery and delivery by Seller Parent performance of this Agreement and the Related Agreements by each such Ancillary AgreementSeller party thereto, and the performance consummation of the transactions contemplated hereby and thereby by Seller Parent of its obligations hereunder and thereundersuch Seller, have been, or will have been as of the Closing, duly authorized by all requisite corporate action. Each necessary organizational action on the part of such Seller, and no other organizational action on the part of such Seller hasis required to authorize the execution, or will have as of the Closing, all requisite corporate or other similar applicable power delivery and authority to execute performance hereof and deliver each Ancillary Agreement to which it will be a party and to perform its obligations thereunder. The execution and delivery by each Seller of each Ancillary Agreement to which it will be a party, if applicablethereof, and the performance by it of its obligations thereunder, have been, or will have been as consummation of the Closing, duly authorized transactions contemplated hereby and thereby by all requisite corporate or other similar applicable action. (b) Seller Parent has, and each other Seller has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Business as currently conducted and to own, lease and operate its properties and assets related to the Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business or prevent or reasonably be expected to prevent the Sellers from consummating the Closing prior to the Outside Date. (c) Seller. This Agreement has been duly executed and delivered by Seller Parent and, assuming this Agreement has been duly executed and delivered by Purchaser Parent and Purchaser, constitutes a legal, valid and binding obligation of Seller Parentbeen, and each Ancillary Agreement the Related Agreements will be as of the Closing be, duly executed and delivered by each Seller that will be a party hereto and thereto and willand, assuming such Ancillary that this Agreement has been been, and the Related Agreements will be, duly authorized, executed and delivered by Purchaser Parentthe other Parties and subject to the Bankruptcy Court’s entry of the Bidding Procedures Order, Purchaser or the applicable Purchaser Designated AffiliateConfirmation Order and any other Related Order, constitute a legal, the valid and binding obligation of such Seller, in each case enforceable against Seller Parent or such other Seller in accordance with its their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar other Laws of general application affecting enforcement of creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity or lawequity).

Authority; Binding Effect. (a) Seller Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all the requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement of the Other Transaction Documents to which it will is specified to be a party and to consummate the transactions contemplated hereby and thereby and perform its other obligations hereunder and thereunder. The execution Each other Selling Entity is an entity duly organized, validly existing and delivery by Seller Parent in good standing under the laws of this Agreement and each such Ancillary Agreement, and the performance by Seller Parent jurisdiction of its obligations hereunder organization and thereunder, have been, or will have been as of has the Closing, duly authorized by all requisite corporate action. Each Seller has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to execute and deliver each Ancillary Agreement Other Transaction Document to which it will is specified to be a party and to consummate the transactions contemplated hereby and thereby and perform its other obligations thereunderhereunder and thereunder except as (x) would not reasonably be expected to be material to the Business or the Company Group, taken as a whole, and (y) would not reasonably be expected to prevent or materially delay the consummation of the Acquisition. The execution and delivery by each Seller Selling Entity of this Agreement and each Ancillary Agreement of the Other Transaction Documents to which it will is specified to be a party, if applicable, party and the performance consummation by it each Selling Entity of its obligations thereunder, have been, or will the transactions contemplated hereby and thereby have been as of the Closing, duly authorized by all requisite necessary corporate or other similar applicable organizational action, and no other approval, authorization or corporate or other organizational action on the part of such Selling Entity is necessary to authorize the Transaction Documents or the transactions contemplated thereby. (b) Seller Parent has, and each other Seller has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Business as currently conducted and to own, lease and operate its properties and assets related to the Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business or prevent or reasonably be expected to prevent the Sellers from consummating the Closing prior to the Outside Date. (c) This Agreement has been duly executed and delivered by Seller Parent and, assuming prior to the Closing, each Selling Entity will have duly executed and delivered each of the Other Transaction Documents to which such Selling Entity is specified to be a party. (c) Assuming that this Agreement has been duly authorized, executed and delivered by Purchaser Parent the other Parties, this Agreement constitutes, and, upon the due authorization, execution and Purchaserdelivery by the other parties to each Other Transaction Document, constitutes a legal, valid and binding obligation of Seller Parent, and each Ancillary Agreement will be as of the Closing duly executed and delivered by Other Transaction Document to which each Seller that will Selling Entity is specified to be a party thereto and willwill constitute, assuming such Ancillary Agreement has been duly executed and delivered by Purchaser Parent, Purchaser or the applicable Purchaser Designated Affiliate, constitute a legal, valid and binding obligation of such SellerSelling Entity, in each case enforceable against Seller Parent or such other Seller Selling Entity in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law)subject to the Remedies Exception.

Authority; Binding Effect. (a) Each Seller Parent has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is or will be a party and to perform its obligations hereunder and thereunder. The execution and delivery by each Seller Parent of this Agreement and each such Ancillary Agreement, and the performance by Seller Parent of its obligations hereunder and thereunder, have been, or will have been as of the Closing, duly authorized by all requisite corporate action. Each Seller has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to execute and deliver each Ancillary Agreement to which it is or will be a party and to perform its obligations thereunder. The execution and delivery the performance by each Seller of its obligations hereunder and thereunder have been duly authorized by all requisite limited liability company action on the part of each Seller, including any requisite resolution duly adopted and not subsequently rescinded or modified in any way by the board of managers or similar governing body of each Seller approving the execution, delivery and performance by such Seller of this Agreement and each Ancillary Agreement to which it is or will be a party, if applicable, . This Agreement and the performance by it of its obligations thereunder, have been, or will Signing Agreements to which each Seller is a party have been as of the Closing, duly authorized by all requisite corporate or other similar applicable action. (b) Seller Parent has, and each other Seller has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Business as currently conducted and to own, lease and operate its properties and assets related to the Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business or prevent or reasonably be expected to prevent the Sellers from consummating the Closing prior to the Outside Date. (c) This Agreement has been duly executed and delivered by Seller Parent and, assuming this Agreement has been duly executed and delivered by Purchaser Parent and Purchaser, constitutes a legal, valid and binding obligation of Seller Parent, and each Ancillary Agreement will be as of the Closing duly executed and delivered by each Seller that and, assuming the valid execution and delivery by the other Parties (with respect to this Agreement) or the other parties thereto (with respect to the Signing Agreements), constitute legal, valid and binding obligations of such Seller, and each Ancillary Agreement (other than the Signing Agreements) to which it is or will be a party thereto and willwill be, assuming such Ancillary Agreement has been prior to the Closing, duly executed and delivered by Purchaser Parenteach Seller and will, Purchaser or from and after the applicable Purchaser Designated AffiliateClosing, assuming the valid execution and delivery by the other parties thereto, constitute a legal, valid and binding obligation of such Seller, in each case case, enforceable against Seller Parent or such other Seller in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding Proceeding in equity or law).

Authority; Binding Effect. (a) Seller Parent has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it will be a party and to perform its obligations hereunder and thereunder. The execution and delivery by Seller Parent of this Agreement and each such Ancillary Agreement, and the performance by Seller Parent of its obligations hereunder and thereunder, have been, or will have been as of the Closing, duly authorized by all requisite corporate action. Each Seller has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to execute and deliver each Ancillary Agreement to which it will be a party and to perform its obligations thereunder. The execution and delivery by each Seller of each Ancillary Agreement to which it will be a party, if applicable, Parent and the performance Transitory Subsidiary of this Agreement and the consummation by it each of its obligations thereunder, have been, or will Parent and the Transitory Subsidiary of the transactions contemplated hereby have been as of the Closing, duly and validly authorized by all requisite necessary corporate action on the part of each of Parent and the Transitory Subsidiary, subject in the case of the consummation of the Merger to the Parent Shareholder Approval. Without limiting the generality of the foregoing, the Board of Directors of Parent, by unanimous written consent has (i) determined that the Merger is fair and in the best interests of Parent and its stockholders, (ii) adopted this Agreement in accordance with the provisions of the Articles of Incorporation, Bylaws and the WBCA, and (iii) directed that the issuance of shares of Parent Common Stock pursuant to the Merger be submitted to the shareholders of Parent (the “Parent Shareholders”) for their adoption and approval and resolved to recommend that the Parent Shareholders vote in favor of the adoption of the issuance of shares of Parent Common Stock pursuant to the Merger. The affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock at a duly convened meeting of the stockholders of Parent to adopt and approve the issuance of shares of Parent Common Stock pursuant to the Merger (the “Parent Shareholder Approval”) is the only vote of the holders of any class or series of the capital stock of Parent or any options, warrants or other similar applicable actionsecurities of Parent required in connection with the approval of the issuance of shares of Parent Common Stock pursuant to the Merger. (b) Seller Parent has, This Agreement and each other Seller hasagreement, instrument or will have as of the Closing, all requisite corporate document being or other similar applicable power and authority to carry on its respective business as it pertains to the Business as currently conducted and to own, lease and operate its properties and assets related to the Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business or prevent or reasonably be expected to prevent the Sellers from consummating the Closing prior to the Outside Date. (c) This Agreement has been duly executed and delivered by Seller Parent andor any of its Subsidiaries in connection with the transactions contemplated thereby (“Parent Related Documents”), upon due execution and delivery by Parent and such Subsidiaries, will constitute, assuming this Agreement has been duly executed the due execution and delivered delivery by Purchaser Parent and Purchaserthe other parties thereto, constitutes a the legal, valid valid, and binding obligation of Seller ParentParent and such Subsidiary, and each Ancillary Agreement will be as of the Closing duly executed and delivered by each Seller that will be a party thereto and will, assuming such Ancillary Agreement has been duly executed and delivered by Purchaser Parent, Purchaser or the applicable Purchaser Designated Affiliate, constitute a legal, valid and binding obligation of such Seller, in each case enforceable against Seller Parent or such other Seller in accordance with its terms, respective terms (except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting laws relating to or limiting creditors’ rights generally or by general principles application of equity (regardless of whether enforcement is sought in a proceeding in equity or lawequitable principles).

Authority; Binding Effect. (a) Each Seller Parent has all requisite corporate power and authority to own, lease and operate its properties and assets, to carry on its business as it is now being conducted (including the Business) and to execute and deliver this Agreement and each Ancillary Agreement to which it will be a party and to perform its obligations hereunder and thereunder. The execution and delivery by each Seller Parent of this Agreement and each such Ancillary Agreement, and the performance by Seller Parent of its obligations hereunder and thereunder, have been, or will have been as of the Closing, duly authorized by all requisite corporate action. Each Seller has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to execute and deliver each Ancillary Agreement to which it will be a party and to perform the performance by any Seller of its obligations thereunder. The execution hereunder and thereunder have been duly authorized by all requisite corporate action on the part of any of the Sellers, as applicable, including any requisite resolution duly adopted and not subsequently rescinded or modified in any way by the board of managers of any of the Sellers approving the execution, delivery and performance by each such Seller of this Agreement and each Ancillary Agreement to which it will be a party, if applicable, and the performance by it . No approval of Seller Parent or any of its obligations thereunderAffiliates, have beennor any of their respective shareholders or holders of capital stock, is necessary for either Seller to execute and deliver this Agreement and each Ancillary Agreement to which it will be a party or will have perform the transactions contemplated hereby or thereby, other than any such approval that has been as of the Closing, duly authorized by all requisite corporate or other similar applicable actionobtained and remains in full force and effect. (b) Seller Parent has, and each other Seller has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Business as currently conducted and to own, lease and operate its properties and assets related to the Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business or prevent or reasonably be expected to prevent the Sellers from consummating the Closing prior to the Outside Date. (c) This Agreement has been duly executed and delivered by each Seller Parent and, assuming this Agreement has been duly executed the valid execution and delivered delivery by Purchaser Parent and Purchaser, constitutes a legal, valid and binding obligation of Seller Parentsuch Seller, and each Ancillary Agreement will be as of be, prior to the Closing Closing, duly executed and delivered by each Seller that will be a party thereto and will, from and after the Closing, assuming such Ancillary Agreement has been duly executed the valid execution and delivered delivery by Purchaser Parent, Purchaser or the applicable Purchaser Designated AffiliatePurchaser, constitute a legal, valid and binding obligation of such Seller, in each case enforceable against Seller Parent or such other Seller in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law).

Authority; Binding Effect. (a) Each of Seller Parent and each Divesting Entity has all requisite corporate power and authority to own and operate its properties and assets, to carry on its business as it is now being conducted and to execute and deliver this Agreement Agreement, the Transitional Agreements and each Ancillary Agreement to which it will be a party any other agreements and documents contemplated hereby, as the case may be, and to perform its obligations hereunder and thereunder. The execution and delivery by each of Seller Parent and each Divesting Entity of this Agreement Agreement, the Transitional Agreements and each such Ancillary Agreementany other agreements and documents contemplated hereby, and the performance by each of Seller Parent and each Divesting Entity of its obligations hereunder and thereunder, have been, or will have been as of the Closing, duly authorized by all requisite corporate action. Each action on the part of Seller has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to execute and deliver each Ancillary Agreement to which it will be a party and to perform its obligations thereunder. The execution and delivery by each Seller of each Ancillary Agreement to which it will be a party, if applicable, and the performance by it of its obligations thereunder, have been, or will have been as of the Closing, duly authorized by all requisite corporate or other similar applicable actionDivesting Entity. (b) Seller Parent has, and each other Seller has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Business as currently conducted and to own, lease and operate its properties and assets related to the Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business or prevent or reasonably be expected to prevent the Sellers from consummating the Closing prior to the Outside Date. (c) This Agreement has been duly executed and delivered by Seller Parent and, assuming this Agreement has been duly executed the valid execution and delivered delivery by Purchaser Parent and Purchaser, constitutes a legal, valid and binding obligation of Seller Parent, and each Ancillary Agreement will be as of the Closing duly executed and delivered by each Seller that will be a party thereto and will, assuming such Ancillary Agreement has been duly executed and delivered by Purchaser Parent, Purchaser or the applicable Purchaser Designated Affiliate, constitute a legal, valid and binding obligation of such Seller, in each case enforceable against Seller Parent or such other Seller in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law). The Transitional Agreements and the other agreements contemplated hereby will be duly executed and delivered by Seller and each Divesting Entity party thereto, as applicable, and assuming the valid execution and delivery by Purchaser, will constitute a legal, valid and binding obligation of Seller and each Divesting Entity party thereto, enforceable against Seller and such Divesting Entity in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law).

Authority; Binding Effect. (a) Seller Parent The Company has all requisite corporate limited liability company power and limited liability company authority to execute and deliver this Agreement and each Ancillary Agreement to which it will be is a party and party, to perform its obligations hereunder and thereunderthereunder and to consummate the transactions contemplated hereby and thereby. The execution execution, delivery and delivery by Seller Parent performance of this Agreement and each such Ancillary AgreementAgreements by the Company, and the performance consummation of the transactions contemplated hereby and thereby by Seller Parent of its obligations hereunder and thereunderthe Company, have been, or will have been as of the Closing, duly authorized by all requisite corporate action. Each Seller has, or will have as necessary limited liability company action on the part of the ClosingCompany, all requisite corporate or and no other similar applicable power limited liability company action on the part of the Company is required to authorize the execution, delivery and authority performance hereof and thereof by the Company, and the consummation of the transactions contemplated hereby and thereby by the Company, except for obtaining the Company Member Consent and filing the Company Certificate of Merger pursuant to execute the DLLCA. This Agreement and deliver each Ancillary Agreement to which it will be the Company is a party and to perform its obligations thereunder. The execution and delivery by each Seller of each Ancillary Agreement to which it will be a party, if applicable, and the performance by it of its obligations thereunder, have been, or will have been as of the Closing, duly authorized by all requisite corporate or other similar applicable action. (b) Seller Parent has, and each other Seller has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Business as currently conducted and to own, lease and operate its properties and assets related to the Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business or prevent or reasonably be expected to prevent the Sellers from consummating the Closing prior to the Outside Date. (c) This Agreement has been duly executed and delivered by Seller Parent the Company and, assuming that this Agreement has been duly executed and delivered by Purchaser Parent and Purchaser, constitutes a legal, valid and binding obligation of Seller Parent, and each Ancillary Agreement will be as of the Closing duly executed and delivered by each Seller that will be a party thereto and will, assuming such Ancillary Agreement has been duly authorized, executed and delivered by Purchaser Parent, Purchaser Merger Sub 1 or Merger Sub 2, as applicable, constitutes the applicable Purchaser Designated Affiliate, constitute a legal, valid and binding obligation of such Sellerthe Company, in each case enforceable against Seller Parent or such other Seller the Company in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar other Laws of general application affecting enforcement of creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity or lawequity). (b) The Board of Directors of the Company has, in accordance with the Organizational Documents of the Company and applicable Laws, duly adopted resolutions approving this Agreement and the Ancillary Agreements to which the Company is a party and, subject to obtaining the Company Member Consent, the performance of the obligations of the Company hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby. (c) The approval by the holders of a majority of the issued and outstanding Company Class A Units and Company Class B Units voting together as a single class (the “Company Member Consent”) is the only approval of the holders of the Blocker Interest, Company Units, RSUs, Phantom Units and Management Class C Units necessary to adopt this Agreement and approve the Mergers and the other transactions contemplated hereby.

Authority; Binding Effect. (ai) Seller Parent Collegium has all requisite corporate power and authority to own and operate its properties and assets, to carry on its business as it is now being conducted and to execute and deliver this Agreement and each the Ancillary Agreement to which it will be a party Agreements, and to perform carry out or cause to be carried out, the Transactions. Newco has all requisite power and authority to own and operate its obligations hereunder properties and thereunderassets, to carry on its business as it is now being conducted and to execute and deliver this Agreement and the Ancillary Agreements, and to carry out or cause to be carried out, the Transactions. The execution and delivery by Seller Parent Collegium and Newco of this Agreement and each such the Ancillary AgreementAgreements, and the performance by Seller Parent Collegium and Newco of its their obligations Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions marked [***]. hereunder and thereunder, have been, or will have been as of the Closing, duly authorized by all requisite corporate action. Each Seller has, or will have as action on the part of the Closing, all requisite corporate or other similar applicable power Collegium and authority to execute and deliver each Ancillary Agreement to which it will be a party and to perform its obligations thereunder. The execution and delivery by each Seller of each Ancillary Agreement to which it will be a party, if applicable, and the performance by it of its obligations thereunder, have been, or will have been as of the Closing, duly authorized by all requisite corporate or other similar applicable actionNewco. (b) Seller Parent has, and each other Seller has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Business as currently conducted and to own, lease and operate its properties and assets related to the Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business or prevent or reasonably be expected to prevent the Sellers from consummating the Closing prior to the Outside Date. (cii) This Agreement has been duly executed and delivered by Seller Parent andCollegium and Newco, and assuming this Agreement has been duly executed the valid execution and delivered delivery by Purchaser Parent and PurchaserDepomed, constitutes a legal, valid and binding obligation of Seller Parenteach of Collegium and Newco, and each Ancillary Agreement will be as of the Closing duly executed and delivered by each Seller that will be a party thereto and will, assuming such Ancillary Agreement has been duly executed and delivered by Purchaser Parent, Purchaser or the applicable Purchaser Designated Affiliate, constitute a legal, valid and binding obligation of such Seller, in each case enforceable against Seller Parent or such other Seller Collegium and Newco in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law). (iii) Each of the Ancillary Agreements has been duly authorized by all necessary corporate action on the part of Collegium and Newco, and has been, or will be at the Closing, duly executed and delivered by Collegium and Newco, and assuming the valid execution and delivery by Depomed, constitutes or will constitute a legal, valid and binding obligation of each of Collegium and Newco, enforceable against Collegium and Newco in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law).

Authority; Binding Effect. (a) Stavola NJ is a corporation duly organized, validly existing and in good standing under the Laws of the State of New Jersey. ▇▇▇▇▇▇▇ PA is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware. Each of STC and SMC is a corporation duly organized, validly existing and in good standing under the Laws of the State of New Jersey. SRC is a general partnership, the relations among the partners of which are governed by the Laws of the State of New Jersey. (b) Such Seller Parent has all requisite corporate power and authority to execute and deliver enter into this Agreement and each the Ancillary Agreement Agreements to which it will be is a party and to perform all of its agreements and obligations hereunder under this Agreement and thereundersuch Ancillary Agreements in accordance with their terms. The Such Seller has obtained all approvals necessary for the execution and delivery by such Seller Parent or such Owner of this Agreement and each such the Ancillary AgreementAgreements to which it is a party, and for the performance consummation by such Seller Parent of its obligations hereunder and thereunderor Owner, have beenas the case may be, or will have been as of the Closing, duly authorized by transactions contemplated hereby and thereby. Such Equity Seller has all requisite corporate action. Each Seller has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to execute sell and deliver each Ancillary Agreement transfer to which it will be a party and to perform its obligations thereunder. The execution and delivery by each Seller of each Ancillary Agreement to which it will be a party, if applicable, and the performance by it of its obligations thereunder, have been, or will have been as Buyer all of the Closing, duly authorized Purchased Interests owned by such Equity Seller. Such Asset Seller has all requisite corporate or other similar applicable action. (b) Seller Parent has, and each other Seller has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains sell and transfer to the Business as currently conducted and to own, lease and operate its properties and assets related to Buyer all of the Business, except where the failure to have Purchased Assets owned by such power and authority would not, individually or in the aggregate, be materially adverse to the Business or prevent or reasonably be expected to prevent the Sellers from consummating the Closing prior to the Outside Date. (c) Asset Seller. This Agreement has and the Ancillary Agreements to which it is a party have been duly executed and delivered by such Seller Parent and the Sellers’ Representative, and, assuming this Agreement has been duly executed due authorization, execution, and delivered delivery of such documents by Purchaser Parent the other parties thereto (other than the Owners and Purchaserthe Sellers’ Representative), constitutes a constitute the legal, valid and binding obligation of Seller Parent, and each Ancillary Agreement will be as of the Closing duly executed and delivered by each Seller that will be a party thereto and will, assuming such Ancillary Agreement has been duly executed and delivered by Purchaser Parent, Purchaser or the applicable Purchaser Designated Affiliate, constitute a legal, valid and binding obligation obligations of such Seller, in each case enforceable against Seller Parent or such other Seller in accordance with its their terms, except as enforcement may be limited by to the extent such enforceability is subject to the effect of any applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws other Law affecting or relating to creditors’ rights generally or by and general principles of equity (regardless of whether enforcement such enforceability is sought considered in a proceeding in equity or at law). No Asset Seller is a “foreign person” as such term is used in Section 1445 of the Code. (c) Each Owner has all requisite power and authority to enter into any Ancillary Agreements to which it is a party and to perform all of its agreements and obligations under such Ancillary Agreements in accordance with their terms. Each Owner has obtained all approvals necessary for the execution and delivery by such Owner of the Ancillary Agreements to which it is a party, and for the consummation by such Owner of the transactions contemplated thereby. The Ancillary Agreements to which it is a party will be duly executed and delivered by each Owner and, assuming due authorization, execution, and delivery of such documents by the other parties thereto (other than such Owners, the Sellers and the Sellers’ Representative), will constitute the legal, valid and binding obligations of such Owner, enforceable against such Owner in accordance with their terms, except to the extent such enforceability is subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or other Law affecting or relating to creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (d) Each Founder is legally competent to execute and deliver this Agreement, to consummate the transactions contemplated hereby, and perform the obligations contemplated by this Agreement and, assuming due authorization, execution, and delivery of this Agreement by the other parties hereto (other than such Founder, the Sellers and the Sellers’ Representative), this Agreement constitutes the legal, valid and binding obligations of such Founder, enforceable against such Founder in accordance with its terms, except to the extent such enforceability is subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or other Law affecting or relating to creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authority; Binding Effect. (a) Seller Parent Each Purchaser has all requisite corporate power power, capacity and authority to execute and deliver this Agreement and each Ancillary Agreement to which it will be a party and Agreement, to perform its obligations hereunder and thereunderto consummate the transactions contemplated hereby. The execution execution, delivery and delivery by Seller Parent performance of this Agreement and each such Ancillary Agreement, and the performance by Seller Parent consummation of its obligations hereunder and thereunder, have been, or will the transactions contemplated hereby have been as of the Closing, duly authorized by all requisite necessary corporate action. Each Seller has, or will have as of action on the Closing, all requisite corporate or other similar applicable power and authority to execute and deliver each Ancillary Agreement to which it will be a party and to perform its obligations thereunder. The execution and delivery by each Seller part of each Ancillary Agreement Purchaser, and no other corporate action on the part of such Purchaser or its stockholders is required to which it will be a partyauthorize the execution, if applicabledelivery and performance hereof, and the performance by it of its obligations thereunder, have been, or will have been as consummation of the Closing, duly authorized by all requisite corporate or other similar applicable action. (b) Seller Parent has, and each other Seller has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Business as currently conducted and to own, lease and operate its properties and assets related to the Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business or prevent or reasonably be expected to prevent the Sellers from consummating the Closing prior to the Outside Date. (c) transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller Parent and, assuming this Agreement has been duly executed each Purchaser and delivered by Purchaser Parent and Purchaser, constitutes a legal, valid and binding obligation of Seller Parent, and each Ancillary Agreement will be as of the Closing duly executed and delivered by each Seller that will be a party thereto and will, assuming such Ancillary Agreement has been duly executed and delivered by Purchaser Parent, Purchaser or the applicable Purchaser Designated Affiliate, constitute a legal, valid and binding obligation of such SellerPurchaser, in each case enforceable against Seller Parent or such other Seller Purchaser in accordance with its terms, except as that such enforcement may be limited by subject to any bankruptcy, insolvency, reorganization, fraudulent conveyancemoratorium or other laws now or hereafter in effect relating to or limiting creditors' rights generally and the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought. (b) Each Purchaser has all requisite corporate, power, capacity and authority to execute and deliver each Ancillary Document to which it is party, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of such Ancillary Documents and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of each Purchaser, and no other corporate action on the part of such Purchaser or its stockholders is required to authorize the execution, delivery and performance hereof, and the consummation of the transactions contemplated hereby. At Closing, such Ancillary Documents will have been duly executed and delivered by each Purchaser and will constitute the valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, except that such enforcement may be subject to any bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting other laws now or hereafter in effect relating to or limiting creditors’ ' rights generally or by general principles and the remedy of equity (regardless specific performance and injunctive and other forms of whether enforcement is sought in a proceeding in equity or law)equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought.

Authority; Binding Effect. (a) Seller Parent Such Selling Shareholder has all requisite corporate full right, power and authority to execute enter into and to perform such Selling Shareholder’s obligations under each of the Transaction Documents to which such Selling Shareholder is or may become a party. Such Selling Shareholder has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and each Ancillary Agreement the other Transaction Documents to which it will be such Selling Shareholder is a party and to perform its obligations consummate the transactions contemplated hereunder and thereunder. The execution execution, delivery and delivery by Seller Parent performance of this Agreement and each the other Transaction Documents to which such Ancillary Agreement, and the performance by Seller Parent of its obligations hereunder and thereunder, have been, or will Selling Shareholder is a party have been as of the Closing, duly authorized by all requisite corporate actionsuch Selling Shareholder. Each Seller hasAll organizational actions and proceedings required to be taken by or on the part of such Selling Shareholder to authorize and permit the execution, or will have as delivery and performance by such Selling Shareholder of this Agreement and the Closing, all requisite corporate or other similar applicable power and authority to execute and deliver each Ancillary Agreement Transaction Documents to which it will be a party and to perform its obligations thereunder. The execution and delivery by each Seller of each Ancillary Agreement to which it will be such Selling Shareholder is a party, if applicable, and the performance by it of its obligations thereunder, have been, or will have been as of the Closing, duly authorized by all requisite corporate or other similar applicable action. (b) Seller Parent hasand properly taken. This Agreement has been, and each other Seller has, Transaction Document to which such Selling Shareholder is a party has been or will have as of the Closingbe, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Business as currently conducted and to own, lease and operate its properties and assets related to the Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business or prevent or reasonably be expected to prevent the Sellers from consummating the Closing prior to the Outside Date. (c) This Agreement has been duly executed and delivered by Seller Parent and, assuming this such Selling Shareholder. This Agreement has been duly executed and delivered by Purchaser Parent and Purchaser, constitutes a legal, valid and binding obligation of Seller Parent, and each Ancillary Agreement will be as of the Closing duly executed and delivered by each Seller that will be a party thereto and will, assuming such Ancillary Agreement has been duly executed and delivered by Purchaser Parent, Purchaser or the applicable Purchaser Designated Affiliate, constitute a legal, valid and binding obligation of such SellerSelling Shareholder, in each case and, assuming the due authorization, execution and delivery by the other parties thereto, is enforceable against Seller Parent or such other Seller Selling Shareholder in accordance with its terms, except as enforcement may be limited and upon the execution of each of the other Transaction Documents to which such Selling Shareholder is a party, each of such other Transaction Documents will constitute the legal, valid and binding obligation of such Selling Shareholder who is a party thereto, and will be, assuming the due authorization, execution and delivery by the other parties thereto, enforceable against such Selling Shareholder in accordance with its terms, in each case, subject to (a) laws of general application relating to bankruptcy, insolvencyinsolvency and the relief of debtors, reorganizationand (b) rules of law governing specific performance, fraudulent conveyanceinjunctive relief and other equitable remedies. The spouse, moratorium if any, of such Selling Shareholder has the right, power and capacity to execute and deliver and to perform her or similar Laws affecting creditors’ rights generally his obligations under the Spousal Consent executed by her or by general principles of equity (regardless of whether enforcement him and delivered to the Purchaser simultaneously herewith. Such Spousal Consent is sought accurate and constitutes such spouse’s legal, valid and binding obligations, enforceable against him or her in a proceeding in equity or law)accordance with its terms.

Authority; Binding Effect. (a) Seller Parent has all requisite corporate power and authority to carry on its business as it pertains to the Business as currently conducted and to execute and deliver this Agreement and each Ancillary Agreement to which it will be a party and to perform its obligations hereunder and thereunder. The execution and delivery by Seller Parent of this Agreement and each such Ancillary Agreement, and the performance by Seller Parent of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby, have been, or will have been as of at the Closing, duly authorized by all requisite corporate action. , and no other proceedings are necessary to authorize this Agreement and each such Ancillary Agreement or to consummate the transactions contemplated hereby and thereby. (b) Each other Seller has, or will have as of the Closing, has all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Business as currently conducted and to own, lease and operate its properties and assets, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business. Each other Seller has all requisite corporate or other power and authority to execute and deliver each Ancillary Agreement to which it will be a party and party, to perform its obligations thereunderthereunder and to consummate the transactions contemplated thereby. The execution and delivery by each other Seller of each Ancillary Agreement to which it will be a party, if applicable, and the performance by it of its obligations thereunder, have been, or will have been as of at the Closing, duly authorized by all requisite corporate or other similar applicable action. (b) Seller Parent has, and no other proceedings are necessary to authorize each other Seller has, such Ancillary Agreement or will have as of to consummate the Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Business as currently conducted and to own, lease and operate its properties and assets related to the Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business or prevent or reasonably be expected to prevent the Sellers from consummating the Closing prior to the Outside Datetransactions contemplated thereby. (c) This Agreement has been duly executed and delivered by Seller Parent and, assuming this Agreement has been duly executed and delivered by Purchaser Parent and Purchaser, constitutes a legal, valid and binding obligation of Seller Parent, and each Ancillary Agreement will be as of the Closing duly executed and delivered by each Seller that will be a party thereto and will, assuming such Ancillary Agreement has been duly executed and delivered by Purchaser Parent, Purchaser or the applicable Purchaser Designated AffiliateDesignee, constitute a legal, valid and binding obligation of such Seller, in each case enforceable against Seller Parent or such other Seller in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law).

Authority; Binding Effect. (a) Seller Each Parent Divesting Entity has all requisite corporate power and authority to own and operate its properties and assets, to carry on its business as it is now being conducted and to execute and deliver this Agreement and each Ancillary Agreement to which it will be a party and to perform its obligations hereunder and thereunder. The execution and delivery by Seller each Parent Divesting Entity of this Agreement and each such Ancillary Agreement, and the performance by Seller each Parent Divesting Entity of its obligations hereunder and thereunder, have been, or will have been as of the Closing, duly authorized by all requisite corporate action. . (b) Each Seller has, or will have as of the Closing, Divesting Subsidiary has all requisite corporate or other similar applicable power and authority to own and operate its properties and assets, to carry on its business as it is now being conducted and to execute and deliver each Ancillary Agreement to which it will be a party and to perform its obligations thereunder. The execution and delivery by each Seller Divesting Subsidiary of each Ancillary Agreement to which it will be a party, if applicable, and the performance by it of its obligations hereunder and thereunder, have been, been or will have been as of at the Closing, Closing duly authorized by all requisite corporate or other similar applicable action. (b) Seller Parent has, and each other Seller has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Business as currently conducted and to own, lease and operate its properties and assets related to the Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business or prevent or reasonably be expected to prevent the Sellers from consummating the Closing prior to the Outside Date. (c) This Agreement has been duly executed and delivered by Seller each Parent and, assuming this Agreement has been duly executed Divesting Entity and delivered by Purchaser Parent and Purchaser, constitutes a legal, valid and binding obligation of Seller Parenteach Parent Divesting Entity, and each Ancillary Agreement will be as of be, prior to the Closing Closing, duly executed and delivered by each Seller Divesting Entity that will be a party thereto and will, assuming such Ancillary Agreement has been duly executed and delivered by Purchaser Parent, Purchaser or after the applicable Purchaser Designated AffiliateClosing, constitute a legal, valid and binding obligation of such SellerDivesting Entity, in each case enforceable against Seller Parent or such other Seller the applicable Divesting Entity in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws laws affecting creditors’ ' rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law).

Authority; Binding Effect. (a) Seller Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement the Transaction Documents to which it such Person is or will be a party and party, to perform its obligations hereunder and thereunderthereunder and to consummate the transactions contemplated hereby and thereby. The execution execution, delivery and delivery by Seller Parent performance of this Agreement and the Transaction Documents to which such Person is or will be a party by each such Ancillary Agreementof Parent and Merger Sub, and the performance consummation of the transactions contemplated hereby and thereby by Seller each of Parent of its obligations hereunder and thereunderMerger Sub, have been, or will have been as of the Closing, duly authorized by all requisite necessary corporate action on the part of Parent and Merger Sub, as the case may be, and no other action. Each Seller has, corporate or will have otherwise, on the part of Parent or Merger Sub or their respective holders of equity interests is required to authorize the execution, delivery and performance hereof and thereof by Parent or Merger Sub, as applicable, and the consummation of the Closingtransactions contemplated hereby and thereby by P▇▇▇▇▇ and Merger Sub (including the issuance of the Aggregate Stock Consideration), all requisite corporate or other similar applicable power as applicable, except for the filing of the Certificate of Merger pursuant to the DGCL. This Agreement and authority to execute and deliver each Ancillary Agreement the Transaction Documents to which it such Person is or will be a party and to perform its obligations thereunder. The execution and delivery by each Seller of each Ancillary Agreement to which it has been or will be a party, if applicable, and the performance by it of its obligations thereunder, have been, or will have been as of the Closing, duly authorized by all requisite corporate or other similar applicable action. (b) Seller Parent has, and each other Seller has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Business as currently conducted and to own, lease and operate its properties and assets related to the Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business or prevent or reasonably be expected to prevent the Sellers from consummating the Closing prior to the Outside Date. (c) This Agreement has been duly executed and delivered by Seller Parent and, assuming this Agreement has been duly executed and delivered by Purchaser Parent and Purchaser, constitutes a legal, valid and binding obligation of Seller Parent, and each Ancillary Agreement will be as of the Closing duly executed and delivered by each Seller of Parent and Merger Sub and, assuming that this Agreement and the Transaction Documents to which such Person is or will be a party thereto and will, assuming such Ancillary Agreement has been duly authorized, executed and delivered by Purchaser Parentthe other parties hereto or thereto, Purchaser or constitutes the applicable Purchaser Designated Affiliate, constitute a legal, valid and binding obligation of such SellerParent or Merger Sub, in each case as applicable, enforceable against Seller Parent or such other Seller Person in accordance with its terms, except as such enforcement may be limited by bankruptcythe Enforceability Limitations. (b) The sole stockholder of Merger Sub has, insolvencyin accordance with the Organizational Documents of the Merger Sub, reorganizationduly and timely adopted resolutions approving this Agreement, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or the performance of the obligations of the Merger Sub hereunder and the consummation by general principles the Merger Sub of equity (regardless of whether enforcement is sought in a proceeding in equity or law)the transactions contemplated hereby.

Authority; Binding Effect. (a) Seller Parent and each Divesting Entity has all requisite corporate corporate, limited liability company or other similar organizational power and authority to own and operate its properties and assets and to carry on the Business as it is now being conducted and as it is related to the Purchased Assets. Seller and each Divesting Entity has all requisite corporate, limited liability company or other similar organizational power and authority to execute and deliver this Agreement and each Ancillary Agreement Transaction Document to which it will be is a party party, and to perform its obligations hereunder and thereundercarry out, or to cause to be carried out, the Transactions. The execution and delivery by Seller Parent of this Agreement and each such Ancillary AgreementDivesting Entity of each Transaction Document to which it is a party, and the performance by Seller Parent ▇▇▇▇▇▇ and each Divesting Entity of its obligations hereunder and thereunder, have been, or will have been as of the Closing, duly authorized by all requisite corporate action. Each Seller hascorporate, or will have as of the Closing, all requisite corporate limited liability company or other similar applicable organizational power and authority to execute action on the part of Seller and deliver each Ancillary Agreement to which it will be a party and to perform its obligations thereunder. The execution and delivery by each Seller of each Ancillary Agreement to which it will be a party, if applicable, and the performance by it of its obligations thereunder, have been, or will have been as of the Closing, duly authorized by all requisite corporate or other similar applicable actionsuch Divesting Entity. (b) Seller Parent has, and each other Seller has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Business as currently conducted and to own, lease and operate its properties and assets related to the Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business or prevent or reasonably be expected to prevent the Sellers from consummating the Closing prior to the Outside Date. (c) This Agreement has been duly and validly authorized, executed and delivered by Seller Parent and, assuming this Agreement has been duly executed the valid execution and delivered delivery by Purchaser Parent and Purchaser, constitutes a legal, valid and binding obligation of Seller Parent, and each Ancillary Agreement will be as of the Closing duly executed and delivered by each Seller that will be a party thereto and will, assuming such Ancillary Agreement has been duly executed and delivered by Purchaser Parent, Purchaser or the applicable Purchaser Designated Affiliate, constitute a legal, valid and binding obligation of such Seller, in each case enforceable against Seller Parent or such other Seller in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law) (collectively, the “Bankruptcy and Equity Exceptions”). (c) Each of the Ancillary Agreements has been (or will be) duly authorized by all necessary action on the part of Seller and each Divesting Entity party thereto and has been (or will be when executed) duly and validly executed and delivered by Seller and each Divesting Entity party thereto and, assuming the valid execution and delivery by Purchaser, constitutes (or will constitute when executed) a legal, valid and binding obligation of Seller and each Divesting Entity party thereto, enforceable against Seller and each Divesting Entity party thereto in accordance with its terms, except as such enforceability may be limited by the Bankruptcy and Equity Exceptions.

Authority; Binding Effect. (a) Seller Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all the requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement of the Other Transaction Documents to which it will is specified to be a party and to consummate the transactions contemplated hereby and thereby and perform its other obligations hereunder and thereunder. The execution Each other Selling Entity is an entity duly organized, validly existing and delivery by Seller Parent in good standing under the laws of this Agreement and each such Ancillary Agreement, and the performance by Seller Parent jurisdiction of its obligations hereunder organization and thereunder, have been, or will have been as of has the Closing, duly authorized by all requisite corporate action. Each Seller has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to execute and deliver each Ancillary Agreement Other Transaction Document to which it will is specified to be a party and to consummate the transactions contemplated hereby and thereby and perform its other obligations thereunderhereunder and thereunder except as (x) would not reasonably be expected to be material to the Business or the Company Group, taken as a whole, and (y) would not reasonably be expected to prevent or materially delay the consummation of the Acquisition. The execution and delivery by each Seller Selling Entity of this Agreement and each Ancillary Agreement of the Other Transaction Documents to which it will is specified to be a party, if applicable, party and the performance consummation by it each Selling Entity of its obligations thereunder, have been, or will the transactions contemplated hereby and thereby have been as of the Closing, duly authorized by all requisite necessary corporate or other similar applicable organizational action, and no other approval, authorization or corporate or other organizational action on the part of such Selling Entity is necessary to authorize the Transaction Documents or the transactions contemplated thereby. (b) Seller Parent has, and each other Seller has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Business as currently conducted and to own, lease and operate its properties and assets related to the Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business or prevent or reasonably be expected to prevent the Sellers from consummating the Closing prior to the Outside Date. (c) This Agreement has been duly executed and delivered by Seller Parent and, assuming prior to the Closing, each Selling Entity will have duly executed and delivered each of the Other Transaction Documents to which such Selling Entity is specified to be a party. (c) Assuming that this Agreement has been duly authorized, executed and delivered by Purchaser Parent the other Parties, this Agreement constitutes, and, upon the due authorization, execution and Purchaserdelivery by the other parties to each Other Transaction Document, constitutes a legal, valid and binding obligation of Seller Parent, and each Ancillary Agreement will be as of the Closing duly executed and delivered by Other Transaction Document to which each Seller that will Selling Entity is specified to be a party thereto and willwill constitute, assuming such Ancillary Agreement has been duly executed and delivered by Purchaser Parent, Purchaser or the applicable Purchaser Designated Affiliate, constitute a legal, valid and binding obligation of such SellerSelling Entity, in each case enforceable against Seller Parent or such other Seller Selling Entity in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law)subject to the Remedies Exception.

Authority; Binding Effect. (a) Seller Parent The Company has all requisite corporate power and corporate authority to execute and deliver this Agreement and each Ancillary Agreement to which it will be a party and Agreement, to perform its obligations hereunder and thereunderto consummate the transactions contemplated hereby. The execution execution, delivery and delivery by Seller Parent performance of this Agreement and each such Ancillary Agreementby the Company, and the performance by Seller Parent consummation of its obligations hereunder and thereunderthe transactions contemplated hereby, have been, or will have been as of the Closing, duly authorized by all requisite necessary corporate action. Each Seller has, or will have as action on the part of the ClosingCompany, all requisite and no other corporate action on the part of the Company or other similar applicable power any of the Subsidiaries is required to authorize the execution, delivery and authority to execute and deliver each Ancillary Agreement to which it will be a party and to perform its obligations thereunder. The execution and delivery performance hereof by each Seller of each Ancillary Agreement to which it will be a party, if applicablethe Company, and the performance by it of its obligations thereunder, have been, or will have been as consummation of the Closingtransactions contemplated hereby, duly authorized by all requisite corporate or other similar applicable action. except for (bi) Seller Parent has, and each other Seller has, or will have as obtaining the affirmative vote of the Closing, all requisite corporate or other similar applicable power holders of a majority of the issued and authority to carry on its respective business as it pertains outstanding Company Shares in favor of approving the Merger and adopting this Agreement (the “Stockholder Consent”) and (ii) filing the Certificate of Merger pursuant to the Business as currently conducted and to own, lease and operate its properties and assets related to the Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business or prevent or reasonably be expected to prevent the Sellers from consummating the Closing prior to the Outside Date. (c) DGCL. This Agreement has been duly executed and delivered by Seller Parent the Company and, assuming that this Agreement has been duly authorized, executed and delivered by Purchaser Parent and Purchaserthe other parties hereto, constitutes a legal, the valid and binding obligation of Seller Parentthe Company, and each Ancillary Agreement will be as of the Closing duly executed and delivered by each Seller that will be a party thereto and will, assuming such Ancillary Agreement has been duly executed and delivered by Purchaser Parent, Purchaser or the applicable Purchaser Designated Affiliate, constitute a legal, valid and binding obligation of such Seller, in each case enforceable against Seller Parent or such other Seller the Company in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar other Laws of general application affecting enforcement of creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity equity). The board of directors of the Company, at a meeting duly called and held at which all directors of the Company were present, duly and unanimously adopted resolutions (a) approving and declaring advisable this Agreement, the Merger and the transactions contemplated hereby, (b) determining that this Agreement, the Merger and the other transactions contemplated hereby are fair to, and in the best interests of, the Company Stockholders, (iii) directing that this Agreement be submitted for the adoption by the Company Stockholders as promptly as practicable and (iv) recommending that the Company Stockholders adopt this Agreement, which resolutions have not been subsequently rescinded, modified or law)withdrawn in any way.

Authority; Binding Effect. (a) Seller Parent The Company has all requisite corporate power and corporate au- thority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Company. No other corporate action on the part of the Company or any of the Affiliated Entities or their respective stockholders is re- quired to authorize the execution, delivery and performance hereof, and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforce- able against the Company in accordance with its terms, except that such enforcement may be subject to any bankruptcy, insolvency, reorganization, moratorium or other laws now or hereafter in effect relating to or limiting creditors' rights generally and the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the Court before which any proceedings therefor may be brought. (b) Seller has the requisite power, capacity and authority to execute and deliver this Agreement and each Ancillary Agreement to which it will be a party and Agreement, to perform its her obligations hereunder and thereunderto consummate the transactions contemplated hereby. The execution and delivery by Seller Parent of this Agreement and each such Ancillary Agreement, and the performance by Seller Parent of its obligations hereunder and thereunder, have been, or will have been as of the Closing, duly authorized by all requisite corporate action. Each Seller has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to execute and deliver each Ancillary Agreement to which it will be a party and to perform its obligations thereunder. The execution and delivery by each Seller of each Ancillary Agreement to which it will be a party, if applicable, and the performance by it of its obligations thereunder, have been, or will have been as of the Closing, duly authorized by all requisite corporate or other similar applicable action. (b) Seller Parent has, and each other Seller has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Business as currently conducted and to own, lease and operate its properties and assets related to the Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business or prevent or reasonably be expected to prevent the Sellers from consummating the Closing prior to the Outside Date. (c) This Agreement has been duly executed and delivered by Seller Parent and, assuming this Agreement has been duly executed and delivered by Purchaser Parent and Purchaser, constitutes a legal, the valid and binding obligation of Seller Parent, and each Ancillary Agreement will be as of the Closing duly executed and delivered by each Seller that will be a party thereto and will, assuming such Ancillary Agreement has been duly executed and delivered by Purchaser Parent, Purchaser or the applicable Purchaser Designated Affiliate, constitute a legal, valid and binding obligation of such Seller, in each case enforceable against Seller Parent or such other Seller in accordance with its terms, except as that such enforcement may be limited by subject to any bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting other laws now or hereafter in effect relating to or limiting creditors’ ' rights generally or by general principles and the remedy of equity (regardless specific performance and injunctive and other forms of whether enforcement is sought in a proceeding in equity or law)equitable relief may be subject to equitable defenses and to the discretion of the Court before which any proceedings therefor may be brought.

Authority; Binding Effect. (a) Seller Parent The Blocker has all requisite corporate limited liability company power and limited liability company authority to execute and deliver this Agreement and each Ancillary Agreement to which it will be is a party and party, to perform its obligations hereunder and thereunderthereunder and to consummate the transactions contemplated hereby and thereby. The execution execution, delivery and delivery by Seller Parent performance of this Agreement and each such Ancillary AgreementAgreements by the Blocker, and the performance consummation of the transactions contemplated hereby and thereby by Seller Parent of its obligations hereunder and thereunderthe Blocker, have been, or will have been as of the Closing, duly authorized by all requisite corporate action. Each Seller has, or will have as necessary limited liability company action on the part of the ClosingBlocker, all requisite corporate or and no other similar applicable power limited liability company action on the part of the Blocker is required to authorize the execution, delivery and authority performance hereof and thereof by the Blocker, and the consummation of the transactions contemplated hereby and thereby by the Blocker, except for filing the Blocker Certificate of Merger pursuant to execute the DLLCA. This Agreement and deliver each Ancillary Agreement to which it will be is a party and to perform its obligations thereunder. The execution and delivery by each Seller of each Ancillary Agreement to which it will be a party, if applicable, and the performance by it of its obligations thereunder, have been, or will have been as of the Closing, duly authorized by all requisite corporate or other similar applicable action. (b) Seller Parent has, and each other Seller has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Business as currently conducted and to own, lease and operate its properties and assets related to the Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business or prevent or reasonably be expected to prevent the Sellers from consummating the Closing prior to the Outside Date. (c) This Agreement has been duly executed and delivered by Seller Parent the Blocker and, assuming that this Agreement has been duly authorized, executed and delivered by Purchaser Parent and PurchaserParent, Merger Sub 1 or Merger Sub 2, as applicable, constitutes a legal, the valid and binding obligation of Seller Parentthe Blocker, and each Ancillary Agreement will be as of the Closing duly executed and delivered by each Seller that will be a party thereto and will, assuming such Ancillary Agreement has been duly executed and delivered by Purchaser Parent, Purchaser or the applicable Purchaser Designated Affiliate, constitute a legal, valid and binding obligation of such Seller, in each case enforceable against Seller Parent or such other Seller the Blocker in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar other Laws of general application affecting enforcement of creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity or lawequity). (b) The sole member of the Blocker has, in accordance with the Organizational Documents of the Blocker and applicable Laws, duly adopted resolutions approving this Agreement and the Ancillary Agreements to which the Blocker is a party, the performance of the obligations of the Blocker hereunder and thereunder and the consummation by the Blocker of the transactions contemplated hereby and thereby.

Authority; Binding Effect. (a) Seller Parent The Company has all requisite corporate power and authority to execute and deliver enter into this Agreement and each Ancillary Agreement of the Related Agreements to which it will be the Company is a party and (the "Bayard Agreements"), to perform its obligations hereunder and thereunderthereunder and to consummate the Transactions contemplated hereby and thereby. The execution and delivery by Seller Parent the Company of this Agreement and each such Ancillary Agreementof the Bayard Agreements, and the performance by Seller Parent the Company of its obligations hereunder and thereunder, have been, or will thereunder and the consummation by the Company of the Transactions contemplated hereby and thereby have been as of the Closing, duly and validly authorized by all requisite necessary corporate action. Each Seller has, or will have as and other action on the part of the Closing, all requisite corporate or other similar applicable power and authority to execute and deliver each Ancillary Company. This Agreement to which it will be a party and to perform its obligations thereunder. The execution and delivery by each Seller of each Ancillary Agreement to which it will be a party, if applicable, and the performance by it of its obligations thereunder, Bayard Agreements have been, or will have been as of the Closing, duly authorized by all requisite corporate or other similar applicable action. (b) Seller Parent has, and each other Seller has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Business as currently conducted and to own, lease and operate its properties and assets related to the Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business or prevent or reasonably be expected to prevent the Sellers from consummating the Closing prior to the Outside Date. (c) This Agreement has been duly executed and delivered by Seller Parent and, assuming this Agreement has been duly executed the Company and delivered by Purchaser Parent and Purchaser, constitutes a constitute legal, valid and binding obligation of Seller Parent, and each Ancillary Agreement will be as agreements of the Closing duly executed and delivered by each Seller that will be a party thereto and willCompany, assuming such Ancillary Agreement has been duly executed and delivered by Purchaser Parent, Purchaser or the applicable Purchaser Designated Affiliate, constitute a legal, valid and binding obligation of such Seller, in each case enforceable against Seller Parent or such other Seller the Company in accordance with its each of their respective terms, except as enforcement such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws laws affecting creditors’ ' rights generally or by general principles of equity equity. (regardless b) AnSon has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the Transactions contemplated hereby. The execution and delivery by AnSon of whether enforcement this Agreement, the performance by AnSon of its obligations hereunder and the consummation by AnSon of the Transactions contemplated hereby have been duly and validly authorized by all necessary partnership and other action on the part of AnSon. This Agreement has been duly executed and delivered by AnSon and constitutes a legal, valid and binding agreement of AnSon, enforceable against AnSon in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting creditors' rights generally or by general principles of equity. (c) Anadarko has all requisite power and authority to enter into this Agreement and each of the Related Agreements to which Anadarko is sought a party (the "Anadarko Agreements"), to perform its obligations hereunder and thereunder and to consummate the Transactions contemplated hereby and thereby. The execution and delivery by Anadarko of this Agreement and each of the Anadarko Agreements, the performance by Anadarko of its obligations hereunder and thereunder and the consummation by Anadarko of the Transactions contemplated hereby and thereby have been duly and validly authorized by all necessary partnership and other action on the part of Anadarko. This Agreement and the Anadarko Agreements have been duly executed and delivered by Anadarko and constitute legal, valid and binding agreements of Anadarko, enforceable against Anadarko in a proceeding in equity accordance with each of their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or law)other similar laws affecting creditors' rights generally or by general principles of equity.

Authority; Binding Effect. (a) Seller Parent and each Divesting Entity has all requisite corporate corporate, limited liability company or other similar organizational power and authority to own or lease and operate its properties and assets and to carry on its business, including the Business, as it is now being conducted and as it is related to the Purchased Assets. Seller has all requisite corporate, limited liability company or other similar organizational power and authority to execute and deliver this Agreement and each the Ancillary Agreement to which it will be a party Agreements, and to perform its obligations hereunder and thereundercarry out, or to cause to be carried out, the Transactions. The execution and delivery by Seller Parent of this Agreement and each such the Ancillary AgreementAgreements, and the performance by Seller Parent and each Divesting Entity of its obligations hereunder and thereunder, have been, or will have been as of the Closing, duly authorized by all requisite corporate action. Each action on the part of Seller has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to execute and deliver each Ancillary Agreement to which it will be a party and to perform its obligations thereunder. The execution and delivery by each Seller of each Ancillary Agreement to which it will be a party, if applicable, and the performance by it of its obligations thereunder, have been, or will have been as of the Closing, duly authorized by all requisite corporate or other similar applicable actionsuch Divesting Entity. (b) Seller Parent has, and each other Seller has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Business as currently conducted and to own, lease and operate its properties and assets related to the Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business or prevent or reasonably be expected to prevent the Sellers from consummating the Closing prior to the Outside Date. (c) This Agreement has been duly executed and delivered by Seller Parent and, assuming this Agreement has been duly executed the valid execution and delivered delivery by Purchaser Parent and Purchaser, constitutes a legal, valid and binding obligation of Seller Parent, and each Ancillary Agreement will be as of the Closing duly executed and delivered by each Seller that will be a party thereto and will, assuming such Ancillary Agreement has been duly executed and delivered by Purchaser Parent, Purchaser or the applicable Purchaser Designated Affiliate, constitute a legal, valid and binding obligation of such Seller, in each case enforceable against Seller Parent or such other Seller in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law). (c) Each of the Ancillary Agreements has been duly authorized by all necessary action on the part of Seller and has been, or will be at the Closing, duly executed and delivered by Seller and, assuming the valid execution and delivery by Purchaser, constitutes or will constitute a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law).

Authority; Binding Effect. (a) Each Seller Parent has all requisite corporate power power, capacity and authority to execute and deliver this Agreement and each Ancillary Agreement to which it will be a party and Agreement, to perform its obligations hereunder and thereunderto consummate the transactions contemplated hereby. The execution execution, delivery and delivery by Seller Parent performance of this Agreement and each such Ancillary Agreement, and the performance by Seller Parent consummation of its obligations hereunder and thereunder, have been, or will the transactions contemplated hereby have been as of the Closing, duly authorized by all requisite necessary corporate action. Each Seller has, or will have as of action on the Closing, all requisite corporate or other similar applicable power and authority to execute and deliver each Ancillary Agreement to which it will be a party and to perform its obligations thereunder. The execution and delivery by each Seller part of each Ancillary Agreement Seller, and no other corporate action on the part of such Seller or its stockholders is required to which it will be a partyauthorize the execution, if applicabledelivery and performance hereof, and the performance by it of its obligations thereunder, have been, or will have been as consummation of the Closing, duly authorized by all requisite corporate or other similar applicable action. (b) Seller Parent has, and each other Seller has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Business as currently conducted and to own, lease and operate its properties and assets related to the Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business or prevent or reasonably be expected to prevent the Sellers from consummating the Closing prior to the Outside Date. (c) transactions contemplated hereby. This Agreement has been duly executed and delivered by each Seller Parent andand constitutes the valid and binding obligation of such Seller enforceable against such Seller in accordance with its terms, assuming except that such enforcement may be subject to any bankruptcy, insolvency, reorganization, moratorium or other laws now or hereafter in effect relating to or limiting creditors' rights generally and the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought. (b) Each Seller has all requisite corporate power, capacity and authority to execute and deliver each Ancillary Document to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution, delivery and performance of the Ancillary Documents and the consummation of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of each Seller, and no other corporate action on the part of such Seller or its respective stockholders or partners is required to authorize the execution, delivery and performance of any Ancillary Document applicable to such Seller, and the consummation of the transactions contemplated thereby. At Closing, each Ancillary Document will have been duly executed and delivered by each Seller party thereto and will constitute the valid and binding obligation of such Seller enforceable against such Seller in accordance with its terms, except that such enforcement may be subject to any bankruptcy, insolvency, reorganization, moratorium or other laws now or hereafter in effect relating to or limiting creditors' rights generally and the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought. (c) Each of MyTravel and MyTravel Canada has all requisite corporate power, capacity and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, in each case solely with regard to the provisions set forth under such entity's name on the signature page hereto. The execution, delivery and performance of the provisions set forth under MyTravel's or MyTravel Canada's name, as the case may be, on the signature page hereto this Agreement and the consummation of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of each of MyTravel and MyTravel Canada, and no other corporate action on the part of MyTravel or MyTravel Canada or their stockholders is required to authorize the execution, delivery and performance thereof, and the consummation of the transactions contemplated thereby. This Agreement has been duly executed and delivered by Purchaser Parent each of MyTravel and Purchaser, MyTravel Canada and constitutes a legal, the valid and binding obligation of Seller Parent, and each Ancillary Agreement will be as of the Closing duly executed and delivered by each Seller that will be a party thereto and will, assuming such Ancillary Agreement has been duly executed and delivered by Purchaser Parent, Purchaser or the applicable Purchaser Designated Affiliate, constitute a legal, valid and binding obligation of such Seller, in each case entity enforceable against Seller Parent or such other Seller it in accordance with its terms, except as that such enforcement may be limited by subject to any bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting other laws now or hereafter in effect relating to or limiting creditors’ ' rights generally or by general principles and the remedy of equity (regardless specific performance and injunctive and other forms of whether enforcement is sought in a proceeding in equity or law)equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought.

Authority; Binding Effect. (a) Seller Parent The Company has all requisite corporate power and corporate authority to execute and deliver this Agreement and each Ancillary Agreement to which it will be a party and Agreement, to perform its obligations hereunder and thereunderto consummate the transactions contemplated hereby. The execution execution, delivery and delivery by Seller Parent performance of this Agreement and each such Ancillary Agreementby the Company, and the performance by Seller Parent consummation of its obligations hereunder and thereunderthe transactions contemplated hereby, have been, or will have been as of the Closing, duly authorized by all requisite necessary corporate actionaction on the part of the Company, and no other corporate action on the part of the Company or any of its Subsidiaries or any of its stockholders is required to authorize the execution, delivery and performance hereof by the Company, and the consummation of the transactions contemplated hereby, except for the filing the Certificate of Merger pursuant to the DGCL. Each Seller The Company’s Board of Directors, by resolutions duly adopted by unanimous vote at a meeting of all directors of the Company duly called and held and, not subsequently rescinded or modified in any way, has, or will have as of the Closingdate hereof (i) determined that this Agreement and the transactions contemplated hereby, all requisite corporate or other similar applicable power and authority to execute and deliver each Ancillary Agreement to which it will be a party and to perform its obligations thereunder. The execution and delivery by each Seller of each Ancillary Agreement to which it will be a partyincluding the Merger, if applicableare fair to, and in the performance by it best interests of, the Company’s stockholders, (ii) approved and declared advisable the “agreement of its obligations thereunder, have been, or will have been merger” (as such term is used in Section 251 of the ClosingDGCL) contained in this Agreement and the transactions contemplated by this Agreement, duly authorized by all requisite corporate or other similar applicable action. including the Merger, in accordance with the DGCL, (biii) Seller Parent hasdirected that the “agreement of merger” contained in this Agreement be submitted to Company’s stockholders for adoption, and each other Seller has(iv) resolved to recommend that Company stockholders adopt the “agreement of merger” set forth in this Agreement (collectively, or will have as the “Company Board Recommendation”) and directed that such matter be submitted for consideration of the Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to stockholders of the Business as currently conducted and to own, lease and operate its properties and assets related to the Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business or prevent or reasonably be expected to prevent the Sellers from consummating the Closing prior to the Outside Date. (c) Company. This Agreement has been duly executed and delivered by Seller Parent the Company and, assuming that this Agreement has been duly authorized, executed and delivered by Purchaser Parent and Purchaserthe other parties hereto, constitutes a legal, the valid and binding obligation of Seller Parentthe Company, and each Ancillary Agreement will be as of the Closing duly executed and delivered by each Seller that will be a party thereto and will, assuming such Ancillary Agreement has been duly executed and delivered by Purchaser Parent, Purchaser or the applicable Purchaser Designated Affiliate, constitute a legal, valid and binding obligation of such Seller, in each case enforceable against Seller Parent or such other Seller the Company in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar other Laws of general application affecting enforcement of creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity equity). The Company does not have any stockholder rights plan, “poison pill” or law)similar plan or arrangement in effect.

Authority; Binding Effect. (a) Seller Parent Each of Parent, Merger Sub 1 and Merger Sub 2 has all requisite corporate or limited liability company power and corporate or limited liability company authority to execute and deliver this Agreement and each Ancillary Agreement to which it will be is a party and party, to perform its obligations hereunder and thereunderthereunder and to consummate the transactions contemplated hereby and thereby. The execution execution, delivery and delivery by Seller Parent performance of this Agreement and each such Ancillary AgreementAgreements by each of Parent, Merger Sub 1 and Merger Sub 2, and the performance consummation of the transactions contemplated hereby and thereby by Seller Parent each of its obligations hereunder Parent, Merger Sub 1 and thereunderMerger Sub 2, have been, or will have been as of the Closing, duly authorized by all requisite necessary corporate or limited liability company action on the part of Parent, Merger Sub 1 or Merger Sub 2, as the case may be, and no other action. Each Seller has, corporate or will have as otherwise, on the part of Parent, Merger Sub 1 or Merger Sub 2 or their respective stockholders or members is required to authorize the execution, delivery and performance hereof and thereof by Parent, Merger Sub 1 or Merger Sub 2, and the consummation of the Closingtransactions contemplated hereby and thereby by each of Parent, all requisite corporate or other similar applicable power Merger Sub 1 and authority Merger Sub 2, except for the filing of the Blocker Certificate of Merger and the Company Certificate of Merger, in each case pursuant to execute the DLLCA. This Agreement and deliver each Ancillary Agreement to which it will be is a party and to perform its obligations thereunder. The execution and delivery by each Seller of each Ancillary Agreement to which it will be a party, if applicable, and the performance by it of its obligations thereunder, have been, or will have been as of the Closing, duly authorized by all requisite corporate or other similar applicable action. (b) Seller Parent has, and each other Seller has, or will have as of the Closing, all requisite corporate or other similar applicable power and authority to carry on its respective business as it pertains to the Business as currently conducted and to own, lease and operate its properties and assets related to the Business, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to the Business or prevent or reasonably be expected to prevent the Sellers from consummating the Closing prior to the Outside Date. (c) This Agreement has been duly executed and delivered by Seller Parent each of Parent, Merger Sub 1 and Merger Sub 2 and, assuming that this Agreement has been duly executed and delivered by Purchaser Parent and Purchaser, constitutes a legal, valid and binding obligation of Seller Parent, and each Ancillary Agreement will be as of the Closing duly executed and delivered by each Seller that will be a party thereto and will, assuming such Ancillary Agreement has been duly authorized, executed and delivered by Purchaser Parentthe Blocker and the Company, Purchaser or constitutes the applicable Purchaser Designated Affiliate, constitute a legal, valid and binding obligation of such Sellereach of Parent, in each case Merger Sub 1 and Merger Sub 2, enforceable against Seller Parent or such other Seller each of Parent, Merger Sub 1 and Merger Sub 2 in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar other Laws of general application affecting enforcement of creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity or lawequity).