Common use of Authority; Binding Effect Clause in Contracts

Authority; Binding Effect. (a) The Seller has the limited liability company power and authority required for the execution and delivery of this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Each of the Seller and the Company has the limited liability company power and authority required for the execution and delivery 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 and the Company, as applicable, has obtained all necessary authorizations and approvals required for the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder 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 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 holders of Seller’s capital stock are necessary in connection with the execution and delivery of, or the performance by the Seller of its obligations under, this Agreement and the Transaction Documents or the consummation by the Seller of the transactions contemplated hereby or thereby, other than any such votes, approvals, consents or proceedings obtained on or prior to the Execution Date. (b) The Company has all requisite limited liability company power and authority to own, lease and operate its properties and assets and to carry on its business as now conducted and as currently contemplated to be conducted.

Authority; Binding Effect. (a) The Seller Blocker has the all requisite limited liability company power and authority required for the execution and delivery of this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Each of the Seller and the Company has the limited liability company power authority to execute and authority required for the execution and delivery 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 and the Company, as applicable, has obtained all necessary authorizations and approvals required for the execution, delivery and performance of deliver this Agreement and the other Transaction Documents each Ancillary Agreement to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This The execution, delivery and performance of this Agreement has beenand such Ancillary Agreements by the Blocker, and upon their execution each the consummation of the other Transaction Documents to which transactions contemplated hereby and thereby by the Seller or the CompanyBlocker, as applicable, is a party have been, been duly and validly authorized and approved by all necessary organizational limited liability company action on the part of such Personthe Blocker, and no other limited liability company action on the part of the Blocker is required to authorize the execution, delivery and 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 the DLLCA. This Agreement and each Ancillary Agreement to which it is a party has been duly executed (or will have been executed) and delivered by such Personthe Blocker and, assuming that this Agreement has been duly authorized, executed and delivered by Parent, Merger Sub 1 or Merger Sub 2, as applicable, constitutes (or will constitute when so executed) the legal, valid and binding obligation of such Personthe Blocker, enforceable against such Person the Blocker in accordance with its terms, except to the extent as such enforceability is subject to the effect of any enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Law Laws of general application affecting or relating to enforcement of creditors’ rights generally and general or by principles of equity (regardless of whether such enforceability enforcement is considered sought in a proceeding at law or in equity or at lawequity). No votes, approvals, consents or proceedings of the holders of Seller’s capital stock are necessary in connection with the execution and delivery of, or the performance by the Seller of its obligations under, this Agreement and the Transaction Documents or the consummation by the Seller of the transactions contemplated hereby or thereby, other than any such votes, approvals, consents or proceedings obtained on or prior to the Execution Date. (b) The Company has all requisite limited liability company power sole member of the Blocker has, in accordance with the Organizational Documents of the Blocker and authority applicable Laws, duly adopted resolutions approving this Agreement and the Ancillary Agreements to ownwhich the Blocker is a party, lease the performance of the obligations of the Blocker hereunder and operate its properties thereunder and assets the consummation by the Blocker of the transactions contemplated hereby and to carry on its business as now conducted and as currently contemplated to be conductedthereby.

Authority; Binding Effect. (a) The Seller Each of the Company and the Representing -------------------------- Shareholders has full power, authority and capacity to execute and deliver each Purchase Document to which the limited liability company power Company or such Representing Shareholder is a party and authority required for the execution and delivery of this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyrequired of the Company or such Representing Shareholder thereunder and at the Closing, subject to approval of the Merger and the Purchase Documents by the Shareholders in accordance with the Arkansas Business Corporation Act. Each of the Seller Representing Shareholders agrees to vote the shares of ARKSYS Common Stock owned by such Representing Shareholder in favor of the Merger upon the terms and conditions set forth in this Agreement. Subject to approval of the Merger and the Company has Purchase Documents by the limited liability company power and authority required for Shareholders in accordance with the execution and delivery of the other Transaction Documents to which it is a partyArkansas Business Corporation Act, to perform its obligations thereunder and to consummate the transactions contemplated thereby. Each of the Seller and the Company, as applicable, has obtained all necessary authorizations and approvals required for the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement has been, and upon their execution each of the other Transaction Documents Purchase Document to which the Seller Company or the Company, as applicable, any Representing Shareholder is a party have beenhas been duly authorized, duly and validly authorized and approved by all necessary organizational action on the part of such Person, duly executed (or will have been executed) and delivered by the Company or such PersonRepresenting Shareholder, as the case may be, and constitutes (or will constitute when so executed) the legal, valid and binding obligation obligations of the Company or such PersonRepresenting Shareholder, as the case may be, enforceable against the Company or such Person Representing Shareholder, as the case may be, in accordance with its termsthe terms and provisions thereof, except to the extent such enforceability is subject to the effect of any general equity principles and to applicable bankruptcy, insolvency, reorganization, moratorium or and other Law similar laws from time to time in effect affecting or relating to the enforcement of creditors’ ' rights generally and general principles of equity (regardless of whether such enforceability enforcement is considered in a proceeding in equity or at law). No votesThe representations and warranties of each Representing Shareholder under this Section 8.4 are made only with respect to himself and the Company and not with ----------- respect to any other Representing Shareholder. This provision shall not, approvalshowever, consents diminish any provision herein under which the Representing Shareholders agree to provide indemnification for Damages arising from the breach by the Company or proceedings such Representing Shareholder of any of the holders of Seller’s capital stock are necessary in connection with representations and warranties made herein before the execution and delivery of, or the performance by the Seller of its obligations under, this Agreement and the Transaction Documents or the consummation by the Seller of the transactions contemplated hereby or thereby, other than any such votes, approvals, consents or proceedings obtained on or prior to the Execution Closing Date. (b) The Company has all requisite limited liability company power and authority to own, lease and operate its properties and assets and to carry on its business as now conducted and as currently contemplated to be conducted.

Authority; Binding Effect. (a) The Seller has the all requisite limited liability company power and authority required for the execution to execute and delivery of deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyby this Agreement. Each of the Seller and the Company has the limited liability company power and authority required for the execution and delivery 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 and the Company, as applicable, has obtained all necessary authorizations and approvals required for the The execution, delivery and performance of its obligations under this Agreement by Seller, and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate consummation by Seller of the transactions contemplated hereby and thereby. This Agreement has beenby this Agreement, and upon their execution each of the other Transaction Documents to which the Seller or the Company, as applicable, is a party have been, been duly and validly authorized and approved by all necessary organizational limited liability company actions on the part of Seller and no other limited liability company action on the part of such PersonSeller is required to authorize the execution and delivery by Seller of this Agreement, the performance by Seller of its obligations under this Agreement and the consummation by Seller of the transactions contemplated by this Agreement. This Agreement has been duly executed (or will have been executed) and delivered by such PersonSeller and, assuming that this Agreement has been duly authorized, executed and delivered by each of the other parties hereto, constitutes (or will constitute when so executed) the legal, valid and binding obligation of such PersonSeller, enforceable against such Person Seller in accordance with its terms, in each case, except to the extent as such enforceability is subject to the effect of any enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Law Laws of general application affecting or relating to enforcement of creditors’ rights generally and general or by principles of equity (regardless of whether such enforceability enforcement is considered sought in a proceeding at law or in equity or at lawequity) (collectively, the “Enforceability Limitations”). No votes, approvals, consents One or proceedings more Persons that in aggregate hold a majority of the holders units of Seller’s capital stock are necessary Seller having the rights and obligations specified with respect to a “Class A Unit” in connection with the execution and delivery of, or the performance by the Seller LLC Agreement have delivered the Requisite Consent, which constitutes a valid approval of its obligations under, this Agreement and a Sale of the Transaction Documents or the consummation by Company (as defined in the Seller of the transactions contemplated hereby or thereby, other than any such votes, approvals, consents or proceedings obtained on or prior to the Execution DateLLC Agreement). (b) The Company has all requisite limited liability company power and authority to own, lease and operate its properties and assets and to carry on its business as now conducted and as currently contemplated to be conducted.

Authority; Binding Effect. (a) The Seller Company has the limited liability company all requisite corporate power and authority required for the execution corporate au- thority to execute and delivery of deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Each of the Seller and the Company has the limited liability company power and authority required for the execution and delivery 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 and the Company, as applicable, has obtained all necessary authorizations and approvals required for the The execution, delivery and performance of this Agreement Agreement, and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate consummation of the transactions contemplated hereby and thereby. This Agreement has been, and upon their execution each have been duly authorized by the Board of Directors of the Company. No 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 corporate action on the part of such Personthe 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 (or will have been executed) and delivered by such Person, the Company and constitutes (or will constitute when so executed) the legal, valid and binding obligation of such Personthe Company, enforceable enforce- able against such Person the Company in accordance with its terms, except to the extent that such enforceability is enforcement may be subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or other Law affecting laws now or hereafter in effect relating to or limiting creditors’ ' rights generally and general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether such enforceability is considered in a proceeding in equity or at law). No votes, approvals, consents or proceedings equitable relief may be subject to equitable defenses and to the discretion of the holders of Seller’s capital stock are necessary in connection with the execution and delivery of, or the performance by the Seller of its obligations under, this Agreement and the Transaction Documents or the consummation by the Seller of the transactions contemplated hereby or thereby, other than Court before which any such votes, approvals, consents or proceedings obtained on or prior to the Execution Datetherefor may be brought. (b) The Company Seller has all the requisite limited liability company power power, capacity and authority to ownexecute and deliver this Agreement, lease and operate its properties and assets to perform her obligations hereunder and to carry on consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller and constitutes the valid and binding obligation of Seller, enforceable against Seller in accordance with its business as terms, except that such enforcement may be subject to any bankruptcy, insolvency, reorganization, moratorium or other laws now conducted or hereafter in effect relating to or limiting creditors' rights generally and as currently contemplated 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 conductedbrought.

Authority; Binding Effect. (a) The Seller has the limited liability company all requisite corporate power and authority required for the execution to enter into and delivery of this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Each of the Seller and the Company has the limited liability company power and authority required for the execution and delivery 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 and the Company, as applicable, has obtained all necessary authorizations and approvals required for the execution, delivery and performance of under this Agreement and the other Transaction Ancillary Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This The execution and delivery by Seller of this Agreement has beenand the Ancillary Documents, the performance by it of its obligations pursuant to this Agreement and upon their execution each thereunder and the consummation by it of the other Transaction Documents to which the Seller or the Company, as applicable, is a party transactions contemplated hereby and thereby have been, been duly and validly authorized and approved by all necessary organizational corporate action on the part of Seller and all necessary action on the part of its stockholders. In taking any action required in order to authorize the execution and delivery by Seller of this Agreement and the Ancillary Documents to which it is a party, the performance by it of the obligations pursuant to the terms of this Agreement and thereunder and the consummation by it of the transactions contemplated hereby and thereby, all material facts with respect to any contract or transaction relating to or affecting the matters so authorized were disclosed or known to each stockholder and each stockholder has specifically approved such Person, matters in good faith. Each of this Agreement and the Ancillary Documents to which Seller is a party has been duly executed (or will have been executed) and delivered by such PersonSeller. This Agreement constitutes, and constitutes (or upon the execution and delivery thereof each of the Ancillary Documents will constitute when so executed) the constitute, a legal, valid and binding obligation agreement of such PersonSeller and Individual, enforceable against such Person it in accordance with its termsthe terms of this Agreement and thereof, except subject as to the extent such enforceability is subject enforcement of remedies, to the effect of any applicable bankruptcy, insolvency, reorganization, insolvency and similar laws, to moratorium or other Law affecting or relating laws from time to creditors’ rights generally time in effect and to 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 holders of Seller’s capital stock are necessary in connection with the execution and delivery of, or the performance by the Seller of its obligations under, this Agreement and the Transaction Documents or the consummation by the Seller of the transactions contemplated hereby or thereby, other than any such votes, approvals, consents or proceedings obtained on or prior to the Execution Dateequity. (b) The Company has all requisite limited liability company power and authority to own, lease and operate its properties and assets and to carry on its business as now conducted and as currently contemplated to be conducted.

Authority; Binding Effect. (a) The Each Seller has the limited liability company power and authority required for the execution and delivery of this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Each of the Seller and the Company has the limited liability company power and authority required for the execution and delivery 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 and the Company, as applicable, has obtained all necessary authorizations and approvals required for the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder 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 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 holders of Seller’s capital stock are necessary in connection with the execution and delivery of, or the performance by the Seller of its obligations under, this Agreement and the Transaction Documents or the consummation by the Seller of the transactions contemplated hereby or thereby, other than any such votes, approvals, consents or proceedings obtained on or prior to the Execution Date. (b) The Company has all requisite limited liability company corporate power and authority to own, lease and operate its properties and assets 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 of this Agreement and each Ancillary Agreement to which it will be a party and the performance by any Seller of its obligations hereunder and thereunder have been duly authorized by all requisite corporate action on the part of any of the Sellers, as currently 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 such Seller of this Agreement and each Ancillary Agreement to which it will be a party. No approval of Seller Parent or any of its Affiliates, nor 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 perform the transactions contemplated hereby or thereby, other than any such approval that has been obtained and remains in full force and effect. (b) This Agreement has been duly executed and delivered by each Seller and, assuming the valid execution and delivery by Purchaser, constitutes a legal, valid and binding obligation of such Seller, and each Ancillary Agreement will be, prior to the Closing, duly executed and delivered by each Seller and will, from and after the Closing, assuming the valid execution and delivery by Purchaser, constitute a legal, valid and binding obligation of such Seller, in each case enforceable against such Seller in accordance with its terms, except as enforcement may be conductedlimited 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 Purchaser has the limited liability company all requisite power and authority required for 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 the Ancillary Agreements, and to carry out or cause to be carried out, the Transactions. The execution and delivery of this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Each of the Seller and the Company has the limited liability company power and authority required for the execution and delivery 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 and the Company, as applicable, has obtained all necessary authorizations and approvals required for the execution, delivery and performance by Purchaser of this Agreement and the other Transaction Documents to which it is a partyAncillary Agreements, to perform and the performance by Purchaser of its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement has beenthereunder, and upon their execution each of the other Transaction Documents to which the Seller or the Company, as applicable, is a party have been, been duly and validly authorized and approved by all necessary organizational requisite corporate action on the part of such Person, Purchaser. No approval of Purchaser’s equity interest holders is necessary for Purchaser to execute and deliver this Agreement or any related agreements or perform the Transactions. (b) This Agreement has been duly executed (or will have been executed) and delivered by such PersonPurchaser and, assuming the valid execution and delivery by Seller, constitutes (or will constitute when so executed) the a legal, valid and binding obligation of such PersonPurchaser, enforceable against such Person Purchaser in accordance with its terms, except to the extent such enforceability is subject to the effect of any applicable as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other Law similar laws affecting or relating to creditors’ rights generally and or by general principles of equity (regardless of whether such enforceability enforcement is considered sought in a proceeding in equity or at law). No votes, approvals, consents or proceedings . (c) Each of the holders Ancillary Agreements has been duly authorized by all necessary action on the part of Seller’s capital stock are necessary in connection with Purchaser and has been, or will be at the Closing, duly executed and delivered by Purchaser and, assuming the valid execution and delivery ofby Seller, constitutes or the performance will constitute a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as such enforceability may be limited by the Seller bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting creditors’ rights generally or by general principles of its obligations under, this Agreement and the Transaction Documents equity (regardless of whether enforcement is sought in a proceeding in equity or the consummation by the Seller of the transactions contemplated hereby or thereby, other than any such votes, approvals, consents or proceedings obtained on or prior to the Execution Datelaw). (b) The Company has all requisite limited liability company power and authority to own, lease and operate its properties and assets and to carry on its business as now conducted and as currently contemplated to be conducted.

Authority; Binding Effect. (a) The Each Seller has the limited liability company all requisite power and authority required for the execution to execute and delivery of deliver this Agreement, Agreement and each Ancillary Agreement to which it is or will be a party and to perform its obligations hereunder and to consummate the transactions contemplated herebythereunder. Each of the Seller and the Company has the limited liability company power and authority required for the The execution and delivery by each Seller of the other Transaction Documents this Agreement and each Ancillary Agreement to which it is or will be a party, to perform party and 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 to consummate not subsequently rescinded or modified in any way by the transactions contemplated thereby. Each board of the managers or similar governing body of each Seller and the Company, as applicable, has obtained all necessary authorizations and approvals required for approving the execution, delivery and performance by such Seller of this Agreement and the other Transaction Documents each Ancillary Agreement to which it is or will be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement has been, and upon their execution each of the other Transaction Documents Signing Agreements to which the each Seller or the Company, as applicable, is a party have beenbeen duly executed and delivered by each Seller and, duly assuming the valid execution and validly authorized 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 approved by all necessary organizational action on the part binding obligations of such PersonSeller, and each Ancillary Agreement (other than the Signing Agreements) to which it is or will be a party will be, prior to the Closing, duly executed (or will have been executed) and delivered by such Personeach Seller and will, from and constitutes (or will after the Closing, assuming the valid execution and delivery by the other parties thereto, constitute when so executed) the a legal, valid and binding obligation of such PersonSeller, in each case, enforceable against such Person Seller in accordance with its terms, except to the extent such enforceability is subject to the effect of any applicable as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other Law similar Laws affecting or relating to creditors’ rights generally and or by general principles of equity (regardless of whether such enforceability enforcement is considered sought in a proceeding Proceeding in equity or at law). No votes, approvals, consents or proceedings of the holders of Seller’s capital stock are necessary in connection with the execution and delivery of, or the performance by the Seller of its obligations under, this Agreement and the Transaction Documents or the consummation by the Seller of the transactions contemplated hereby or thereby, other than any such votes, approvals, consents or proceedings obtained on or prior to the Execution Date. (b) The Company has all requisite limited liability company power and authority to own, lease and operate its properties and assets and to carry on its business as now conducted and as currently contemplated to be conducted.

Authority; Binding Effect. (a) The Seller Company has the limited liability company all requisite corporate power and corporate authority required for the execution to execute and delivery of this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Each of the Seller and the Company has the limited liability company power and authority required for the execution and delivery 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 and the Company, as applicable, has obtained all necessary authorizations and approvals required for the execution, delivery and performance of deliver this Agreement and the other Transaction Documents each Additional Agreement to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions expressly contemplated hereby and thereby. This The execution, delivery and performance of this Agreement has been, and upon their execution each of the other Transaction Documents Additional Agreement to which the Seller or it is a party by the Company, as applicableand the consummation of the transactions contemplated hereby and thereby, is a party have been, been duly and validly authorized and approved by all necessary organizational corporate action on the part of such Personthe Company, and no other corporate action on the part of the Company or any of the Subsidiaries is required to authorize the execution, delivery and performance hereof or thereof by the Company, and the consummation of the transactions contemplated hereby and thereby, except for (a) obtaining the affirmative vote of (i) (A) the holders of a majority of the issued and outstanding shares of Common Stock (with the holders of Preferred Stock voting as a single class with the holders of Common Stock on an as-converted basis) and (B) the holders of a majority of the issued and outstanding shares of Series C Preferred Stock voting as a separate class, in each case, in favor of approving the Merger and adopting this Agreement (the “Stockholder Consent”) and (b) filing the Certificate of Merger pursuant to the DGCL. This Agreement and each Additional Agreement to which the Company is a party has been duly executed (or will have been executed) and delivered by such Personthe Company and, assuming that this Agreement and each applicable Additional Agreement has been duly authorized, executed and delivered by the other parties hereto, constitutes (or will constitute when so executed) the legal, valid and binding obligation of such Personthe Company, enforceable against such Person the Company in accordance with its terms, except to the extent as such enforceability is subject to the effect of any enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Law Laws of general application affecting or relating to enforcement of creditors’ rights generally and general or by principles of equity (regardless of whether such enforceability enforcement is considered sought in a proceeding at law or in equity or at lawequity). No votes, approvals, consents or proceedings of the holders of Seller’s capital stock are necessary in connection with the execution and delivery of, or the performance by the Seller of its obligations under, this Agreement and the Transaction Documents or the consummation by the Seller of the transactions contemplated hereby or thereby, other than any such votes, approvals, consents or proceedings obtained on or prior to the Execution Date. (b) The Company has all requisite limited liability company power and authority to own, lease and operate its properties and assets and to carry on its business as now conducted and as currently contemplated to be conducted.

Authority; Binding Effect. (a) The Seller has the limited liability company power and authority required for the execution and delivery of this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Each of the Seller and the Company has the limited liability company power and authority required for the execution and delivery 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 and the Company, as applicable, has obtained all necessary authorizations and approvals required for the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder 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 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 holders of Seller’s capital stock are necessary in connection with the execution and delivery of, or the performance by the Seller of its obligations under, this Agreement and the Transaction Documents or the consummation by the Seller of the transactions contemplated hereby or thereby, other than any such votes, approvals, consents or proceedings obtained on or prior to the Execution Date. (b) The Company Divesting Entity has all requisite limited liability company corporate power and authority to own, lease own and operate its properties and assets and to carry on its business as it is now being conducted and as currently contemplated it is related to the Purchased Assets and the Business. Seller has all requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements, and to carry out, or to cause to be conductedcarried out, the Transactions. The execution and delivery by Seller of this Agreement and the Ancillary Agreements, and the performance by Seller and each Divesting Entity of its obligations hereunder and thereunder, have been duly authorized by all requisite corporate action on the part of Seller and such Divesting Entity. (b) This Agreement has been duly executed and delivered by Seller and, assuming the valid execution and delivery by Purchaser, constitutes a legal, valid and binding obligation of Seller, enforceable against 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) The Seller Company has the all requisite limited liability company power and authority required for the execution and delivery of this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Each of the Seller and the Company has the limited liability company power authority to execute and authority required for the execution and delivery 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 and the Company, as applicable, has obtained all necessary authorizations and approvals required for the execution, delivery and performance of deliver this Agreement and the other Transaction Documents each Ancillary Agreement to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This The execution, delivery and performance of this Agreement has been, and upon their execution each of the other Transaction Documents to which the Seller or such Ancillary Agreements by the Company, as applicableand the consummation of the transactions contemplated hereby and thereby by the Company, is a party have been, been duly and validly authorized and approved by all necessary organizational limited liability company action on the part of such Personthe Company, and no other limited liability company action on the part of the Company is required to authorize the execution, delivery and 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 the DLLCA. This Agreement and each Ancillary Agreement to which the Company is a party has been duly executed (or will have been executed) and delivered by the Company and, assuming that this Agreement and each such PersonAncillary Agreement has been duly authorized, executed and delivered by Parent, Merger Sub 1 or Merger Sub 2, as applicable, constitutes (or will constitute when so executed) the legal, valid and binding obligation of such Personthe Company, enforceable against such Person the Company in accordance with its terms, except to the extent as such enforceability is subject to the effect of any enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Law Laws of general application affecting or relating to enforcement of creditors’ rights generally and general or by principles of equity (regardless of whether such enforceability enforcement is considered sought in a proceeding at law or in equity or at lawequity). No votes, approvals, consents or proceedings of the holders of Seller’s capital stock are necessary in connection with the execution and delivery of, or the performance by the Seller of its obligations under, this Agreement and the Transaction Documents or the consummation by the Seller of the transactions contemplated hereby or thereby, other than any such votes, approvals, consents or proceedings obtained on or prior to the Execution Date. (b) The Board of Directors of the Company has all requisite limited liability company power has, in accordance with the Organizational Documents of the Company and authority applicable Laws, duly adopted resolutions approving this Agreement and the Ancillary Agreements to ownwhich the Company is a party and, lease subject to obtaining the Company Member Consent, the performance of the obligations of the Company hereunder and operate its properties thereunder and assets 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 carry on its business as now conducted adopt this Agreement and as currently approve the Mergers and the other transactions contemplated to be conductedhereby.

Authority; Binding Effect. (ai) The Seller has the limited liability company power and authority required for the execution and delivery of this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Each of the Seller and the Company has the limited liability company power and authority required for the execution and delivery 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 and the Company, as applicable, has obtained all necessary authorizations and approvals required for the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder 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 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 holders of Seller’s capital stock are necessary in connection with the execution and delivery of, or the performance by the Seller of its obligations under, this Agreement and the Transaction Documents or the consummation by the Seller of the transactions contemplated hereby or thereby, other than any such votes, approvals, consents or proceedings obtained on or prior to the Execution Date. (b) The Company Depomed Entity has all requisite limited liability company corporate power and authority to own, lease own and operate its properties and assets and to carry on its business as it is now being conducted and as currently contemplated 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 the Ancillary Agreements, and to carry out, or to cause to be conductedcarried out, the Transactions. The execution and delivery by Depomed of this Agreement and the Ancillary Agreements, and the performance by each Depomed Entity of its obligations hereunder and thereunder, have been duly authorized by all requisite corporate action on the part of such Depomed Entity. (ii) This Agreement has been duly executed and delivered by Depomed and, assuming the valid execution and delivery by Collegium, constitutes a legal, valid and binding obligation of Depomed, enforceable against Depomed 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). (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 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) The Seller and each Divesting Entity has the limited liability company all necessary corporate power and authority required for the execution to execute and delivery of deliver this AgreementAgreement and each Ancillary Agreement and all other agreements and documents contemplated hereby and thereby, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Each of the Seller and the Company has the limited liability company power and authority required for the execution and delivery of the other Transaction Documents to which it is a party, to perform its obligations thereunder party and to consummate the transactions contemplated thereby. Each of the Seller and the Company, as applicable, has obtained all necessary authorizations and approvals required for the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby Transactions. The execution, delivery and thereby. This performance by Seller and each Divesting Entity of this Agreement has been, and upon their execution each of the other Transaction Documents to which and the Seller or consummation of the CompanyTransactions, as applicable, is a party have been, been duly and validly authorized and approved adopted by all necessary organizational Seller and each applicable Divesting Entity. No other corporate action or proceeding on the part of such PersonSeller or any Divesting Entity is necessary to authorize the execution, delivery and performance by Seller and each Divesting Entity of this Agreement and the other Transaction Documents and the consummation of the Transactions. (b) This Agreement has been duly executed (or will have been executed) and delivered by such PersonSeller and, assuming due authorization, execution and delivery of this Agreement by Purchaser, constitutes (or will constitute when so executed) the a legal, valid and binding obligation of such Person, Seller enforceable against such Person Seller in accordance with its terms, except to the extent that such enforceability is subject to the effect of any applicable (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and other Law similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity (regardless of equity, whether such enforceability is considered in a proceeding at Law or in equity or at law(clauses (i) and (ii) together, the “Bankruptcy and Equity Exception”). No votes, approvals, consents or proceedings . (c) Each of the holders Ancillary Agreements has been duly authorized by all necessary action on the part of Seller’s capital stock are necessary in connection with Seller and each Divesting Entity party thereto and has been duly and validly executed and delivered by Seller and each Divesting Entity party thereto and, assuming the valid execution and delivery ofby Purchaser, or the performance by the constitutes a legal, valid and binding obligation of Seller of and each Divesting Entity party thereto, enforceable against Seller and each Divesting Entity party thereto in accordance with its obligations underterms, this Agreement and the Transaction Documents or the consummation by the Seller of the transactions contemplated hereby or thereby, other than any such votes, approvals, consents or proceedings obtained on or prior subject to the Execution DateBankruptcy and Equity Exception. (b) The Company has all requisite limited liability company power and authority to own, lease and operate its properties and assets and to carry on its business as now conducted and as currently contemplated to be conducted.

Authority; Binding Effect. (a) The Seller has the limited liability company power and authority required for the execution to execute and delivery of this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Each of the Seller and the Company has the limited liability company power and authority required for the execution and delivery 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 and the Company, as applicable, has obtained all necessary authorizations and approvals required for the execution, delivery and performance of deliver this Agreement and the other Transaction Documents instruments and documents required or contemplated by this Agreement to which it is a partybe executed and delivered by it, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby provided for herein and therebytherein. Such execution, delivery, performance and consummation do not and will not (i) contravene any provision of the Articles of Organization or By-Laws of Seller, (ii) except to the extent expressly indicated on Schedule 4.5, contravene or conflict with, result in a breach of or loss of benefits to Seller under, require any consent, approval or waiver of any party to, or entitle any party (with notice or the passage of time or both) to terminate, accelerate any obligation under, materially alter the terms of or call a default with respect to, any Seller Contract (any of the foregoing referred to in this clause (ii), including those referred to in Schedule 4.5 hereto, being defined as a "Contract Default"), (iii) result in the creation of a lien, charge, security interest, right or claim of another, restraint on transfer or other encumbrance (collectively, "Liens") upon any of the Acquired Assets, (iv) result in any violation by Seller of any law, rule or regulation applicable to it, (v) violate or require any consent or approval under any judgment, injunction or decree of any court or governmental authority applicable to Seller or (vi) except for filings required under the HSR Act, require any consent or approval of, notice to or filing, registration or qualification with, any court or governmental authority. 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, been duly and validly authorized and approved by all necessary organizational action on of the part of such PersonSeller, duly executed (or will have been executed) and delivered by such Personthe Seller and constitutes, and constitutes (the other instruments and documents required or contemplated by this Agreement to be executed by Seller will constitute be duly executed by the Seller as so required or contemplated and when so executed) executed will constitute, the legal, valid and binding obligation of such Personthe Seller, enforceable against such Person the Seller in accordance with its terms, the terms hereof and thereof (except to the extent such as enforceability is subject to the effect of any may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Law similar laws 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 holders of Seller’s capital stock are necessary in connection with the execution and delivery of, or the performance by the Seller principles governing the availability of its obligations under, this Agreement and the Transaction Documents or the consummation by the Seller of the transactions contemplated hereby or thereby, other than any such votes, approvals, consents or proceedings obtained on or prior to the Execution Dateequitable remedies). (b) The Company has all requisite limited liability company power and authority to own, lease and operate its properties and assets and to carry on its business as now conducted and as currently contemplated to be conducted.

Authority; Binding Effect. (a) The Seller Company has the limited liability company all requisite corporate power and corporate authority required for the execution to execute and delivery of deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Each of the Seller and the Company has the limited liability company power and authority required for the execution and delivery 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 and the Company, as applicable, has obtained all necessary authorizations and approvals required for the The execution, delivery and performance of this Agreement by the Company, and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate consummation of the transactions contemplated hereby and thereby. This Agreement has beenhereby, and upon their execution each of the other Transaction Documents to which the Seller or the Company, as applicable, is a party have been, been duly and validly authorized and approved by all necessary organizational corporate action 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. 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, as of the date hereof (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company’s stockholders, (ii) approved and declared advisable the “agreement of merger” (as such Personterm is used in Section 251 of the DGCL) contained in this Agreement and the transactions contemplated by this Agreement, including the Merger, in accordance with the DGCL, (iii) directed that the “agreement of merger” contained in this Agreement be submitted to Company’s stockholders for adoption, and (iv) resolved to recommend that Company stockholders adopt the “agreement of merger” set forth in this Agreement (collectively, the “Company Board Recommendation”) and directed that such matter be submitted for consideration of the stockholders of the Company. This Agreement has been duly executed (or will have been executed) and delivered by such Personthe Company and, assuming that this Agreement has been duly authorized, executed and delivered by the other parties hereto, constitutes (or will constitute when so executed) the legal, valid and binding obligation of such Personthe Company, enforceable against such Person the Company in accordance with its terms, except to the extent as such enforceability is subject to the effect of any enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Law Laws of general application affecting or relating to enforcement of creditors’ rights generally and general or by principles of equity (regardless of whether such enforceability enforcement is considered sought in a proceeding at law or in equity or at lawequity). No votes, approvals, consents or proceedings of the holders of Seller’s capital stock are necessary in connection with the execution and delivery of, or the performance by the Seller of its obligations under, this Agreement and the Transaction Documents or the consummation by the Seller of the transactions contemplated hereby or thereby, other than any such votes, approvals, consents or proceedings obtained on or prior to the Execution Date. (b) The Company has all requisite limited liability company power and authority to owndoes not have any stockholder rights plan, lease and operate its properties and assets and to carry on its business as now conducted and as currently contemplated to be conducted“poison pill” or similar plan or arrangement in effect.

Authority; Binding Effect. (a) The Seller and, where applicable, each other Seller Entity, has the limited liability company power all necessary power, rights and authority required for the execution to execute and delivery of this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Each of the Seller and the Company has the limited liability company power and authority required for the execution and delivery 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 and the Company, as applicable, has obtained all necessary authorizations and approvals required for the execution, delivery and performance of deliver this Agreement and the other Transaction Documents to which it Seller is or will be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby applicable Transactions. The execution and thereby. This delivery of this Agreement has been, and upon their execution each of the other Transaction Documents to which Seller is or will be a party, the performance by Seller or of its obligations hereunder and thereunder, and the Companyconsummation by Seller and, as where applicable, is a party the other Seller Entities, of the applicable Transactions, have been, or will have been as of the Closing, duly and validly authorized and approved by all necessary organizational action on corporate and similar, where applicable, action. Each Seller Entity, other than Seller, is a wholly-owned Subsidiary of Seller. (b) Assuming the part due authorization, execution and delivery of such Personthis Agreement by Purchaser, duly executed (or will have been executed) and delivered by such Person, and this Agreement constitutes (or will constitute when so executed) the a legal, valid and binding obligation of such PersonSeller, enforceable against such Person Seller in accordance with its terms, except to the extent such enforceability is subject to the effect of any applicable as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other Law similar Laws affecting or relating to creditors’ rights generally and by general equity - 36 - principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at lawthe “Enforceability Exceptions”). No votesAssuming the due authorization, approvals, consents or proceedings of the holders of Seller’s capital stock are necessary in connection with the execution and delivery of, or the performance by the Seller of its obligations under, this Agreement and the Transaction Documents by Purchaser or the consummation 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 Seller, enforceable against Seller in accordance with its terms, except as enforcement may be limited by the Seller of the transactions contemplated hereby or thereby, other than any such votes, approvals, consents or proceedings obtained on or prior to the Execution DateEnforceability Exceptions. (b) The Company has all requisite limited liability company power and authority to own, lease and operate its properties and assets and to carry on its business as now conducted and as currently contemplated to be conducted.

Authority; Binding Effect. (a) The Seller has Subject to the limited liability company power Bankruptcy Court’s entry of the Bidding Procedures Order, the Confirmation Order and authority required for any other Related Order to close the execution and delivery of transactions contemplated hereby in accordance with this Agreement, each Seller has all requisite organizational power and organizational authority to perform its obligations hereunder execute and to consummate the transactions contemplated hereby. Each of the Seller deliver this Agreement and the Company has the limited liability company power and authority required for the execution and delivery of the other Transaction Documents Related Agreements to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. Each of the Seller and the Company, as applicable, has obtained all necessary authorizations and approvals required for the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This The execution, delivery and performance of this Agreement has beenand the Related Agreements by each Seller party thereto, and upon their execution each the consummation of the other Transaction Documents to which the Seller or the Companytransactions contemplated hereby and thereby by such Seller, as applicable, is a party have been, been duly and validly authorized and approved by all necessary organizational action on the part of such PersonSeller, and no other organizational action on the part of such Seller is required to authorize the execution, delivery and performance hereof and thereof, and the consummation of the transactions contemplated hereby and thereby by such Seller. This Agreement has been, and the Related Agreements will be, duly executed (or will have been executed) and delivered by such Personeach Seller party hereto and thereto and, assuming that this Agreement has been, and constitutes (or the Related Agreements will be, duly authorized, executed and delivered by the other Parties and subject to the Bankruptcy Court’s entry of the Bidding Procedures Order, the Confirmation Order and any other Related Order, constitute when so executed) the legal, valid and binding obligation of such PersonSeller, enforceable against such Person Seller in accordance with its their respective terms, except to the extent as such enforceability is subject to the effect of any enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Law Laws of general application affecting or relating to enforcement of creditors’ rights generally and general or by principles of equity (regardless of whether such enforceability enforcement is considered sought in a proceeding at law or in equity or at lawequity). No votes, approvals, consents or proceedings of the holders of Seller’s capital stock are necessary in connection with the execution and delivery of, or the performance by the Seller of its obligations under, this Agreement and the Transaction Documents or the consummation by the Seller of the transactions contemplated hereby or thereby, other than any such votes, approvals, consents or proceedings obtained on or prior to the Execution Date. (b) The Company has all requisite limited liability company power and authority to own, lease and operate its properties and assets and to carry on its business as now conducted and as currently contemplated to be conducted.

Authority; Binding Effect. (a) The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the limited liability company requisite corporate power and authority required for the execution to execute and delivery of deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated hereby. Each each of the Seller and the Company has the limited liability company power and authority required for the execution and delivery of the other Other Transaction Documents to which it is specified to be a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. Each of the Seller and the Company, as applicable, has obtained all necessary authorizations and approvals required for the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder party and to consummate the transactions contemplated hereby and therebythereby and perform its other obligations hereunder and thereunder. This Agreement Each other Selling Entity is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has beenthe requisite power and authority to execute and deliver each Other Transaction Document to which it is specified to be a party and to consummate the transactions contemplated hereby and thereby and perform its other obligations hereunder 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 upon their (y) would not reasonably be expected to prevent or materially delay the consummation of the Acquisition. The execution and delivery by each Selling Entity of this Agreement and each of the other Other Transaction Documents to which the Seller or the Company, as applicable, it is specified to be a party and the consummation by each Selling Entity of the transactions contemplated hereby and thereby have been, been duly and validly authorized and approved by all necessary corporate or other organizational action, and no other approval, authorization or corporate or other organizational action on the part of such Person, Selling Entity is necessary to authorize the Transaction Documents or the transactions contemplated thereby. (b) This Agreement has been duly executed (or will have been executed) and delivered by Seller and, prior to the Closing, each Selling Entity will have duly executed and delivered each of the Other Transaction Documents to which such PersonSelling Entity is specified to be a party. (c) Assuming that this Agreement has been duly authorized, executed and constitutes (or delivered by the other Parties, this Agreement constitutes, and, upon the due authorization, execution and delivery by the other parties to each Other Transaction Document, each Other Transaction Document to which each Selling Entity is specified to be a party will constitute when so executed) the constitute, a legal, valid and binding obligation of such PersonSelling Entity, enforceable against such Person Selling Entity 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 holders of Seller’s capital stock are necessary in connection with the execution and delivery of, or the performance by the Seller of its obligations under, this Agreement and the Transaction Documents or the consummation by the Seller of the transactions contemplated hereby or thereby, other than any such votes, approvals, consents or proceedings obtained on or prior to the Execution DateRemedies Exception. (b) The Company has all requisite limited liability company power and authority to own, lease and operate its properties and assets and to carry on its business as now conducted and as currently contemplated to be conducted.

Authority; Binding Effect. (a) The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the limited liability company requisite corporate power and authority required for the execution to execute and delivery of deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated hereby. Each each of the Seller and the Company has the limited liability company power and authority required for the execution and delivery of the other Other Transaction Documents to which it is specified to be a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. Each of the Seller and the Company, as applicable, has obtained all necessary authorizations and approvals required for the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder party and to consummate the transactions contemplated hereby and therebythereby and perform its other obligations hereunder and thereunder. This Agreement Each other Selling Entity is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has beenthe requisite power and authority to execute and deliver each Other Transaction Document to which it is specified to be a party and to consummate the transactions contemplated hereby and thereby and perform its other obligations hereunder 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 upon their (y) would not reasonably be expected to prevent or materially delay the consummation of the Acquisition. The execution and delivery by each Selling Entity of this Agreement and each of the other Other Transaction Documents to which the Seller or the Company, as applicable, it is specified to be a party and the consummation by each Selling Entity of the transactions contemplated hereby and thereby have been, been duly and validly authorized and approved by all necessary corporate or other organizational action, and no other approval, authorization or corporate or other organizational action on the part of such Person, Selling Entity is necessary to authorize the Transaction Documents or the transactions contemplated thereby. (b) This Agreement has been duly executed (or will have been executed) and delivered by Seller and, prior to the Closing, each Selling Entity will have duly executed and delivered each of the Other Transaction Documents to which such PersonSelling Entity is specified to be a party. (c) Assuming that this Agreement has been duly authorized, executed and constitutes (or delivered by the other Parties, this Agreement constitutes, and, upon the due authorization, execution and delivery by the other parties to each Other Transaction Document, each Other Transaction Document to which each Selling Entity is specified to be a party will constitute when so executed) the constitute, a legal, valid and binding obligation of such PersonSelling Entity, enforceable against such Person Selling Entity 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 holders of Seller’s capital stock are necessary in connection with the execution and delivery of, or the performance by the Seller of its obligations under, this Agreement and the Transaction Documents or the consummation by the Seller of the transactions contemplated hereby or thereby, other than any such votes, approvals, consents or proceedings obtained on or prior to the Execution DateRemedies Exception. (b) The Company has all requisite limited liability company power and authority to own, lease and operate its properties and assets and to carry on its business as now conducted and as currently contemplated to be conducted.