Common use of Authority; Binding Effect Clause in Contracts

Authority; Binding Effect. (a) Purchaser has all requisite 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 the Ancillary Agreements, and to carry out or cause to be carried out, the Transactions. The execution and delivery by Purchaser of this Agreement and the Ancillary Agreements, and the performance by Purchaser of its obligations hereunder and thereunder, have been duly authorized by all requisite corporate action on the part of 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 and delivered by Purchaser and, assuming the valid execution and delivery by Seller, constitutes a legal, valid and binding obligation of Purchaser, enforceable against 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). (c) Each of the Ancillary Agreements has been duly authorized by all necessary action on the part of Purchaser and has been, or will be at the Closing, duly executed and delivered by Purchaser and, assuming the valid execution and delivery by Seller, constitutes or 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 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) Purchaser has all requisite power and authority to own or 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 the Ancillary Agreements, and to carry out or cause to be carried out, the Transactions. The execution and delivery by Purchaser of this Agreement and the Ancillary Agreements, and the performance by Purchaser of its obligations hereunder and thereunder, have been duly authorized by all requisite corporate action on the part of Purchaser. No approval of Purchaser’s equity interest holders shareholders is necessary for Purchaser to execute and deliver this Agreement or any related agreements Ancillary Agreements or perform the Transactions. (b) This Agreement has been duly executed and delivered by Purchaser and, assuming the valid execution and delivery by Seller, constitutes a legal, valid and binding obligation of Purchaser, enforceable against Purchaser 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). (c) Each of the Ancillary Agreements has been duly authorized by all necessary action on the part of Purchaser and has been, or will be at the Closing, duly executed and delivered by Purchaser and, assuming the valid execution and delivery by Seller, constitutes or 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 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) a. Purchaser 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 the each Ancillary AgreementsAgreement to which it will be a party, and to carry out or cause to be carried out, the Transactionsperform its obligations hereunder and thereunder. The execution and delivery by Purchaser of this Agreement and the by Purchaser and each Purchaser Designated Affiliate of each Ancillary AgreementsAgreement to which it will be a party, and the performance by Purchaser and such Purchaser Designated Affiliates of its their obligations hereunder and thereunder, have been, or will have been at the Closing, duly authorized by all requisite corporate action on the part of 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 Transactionsother action. (b) b. This Agreement has been duly executed and delivered by Purchaser and, assuming the valid execution this Agreement has been duly executed and delivery delivered by SellerSeller Parent, constitutes a legal, valid and binding obligation of Purchaser, and each Ancillary Agreement will be duly executed and delivered by Purchaser and each Purchaser Designated Affiliate to which it will be a party and will, assuming such Ancillary Agreement has been duly executed and delivered by each Seller that will be a party thereto, constitute a valid and binding obligation of Purchaser and such Purchaser Designated Affiliate, in each case enforceable against Purchaser and such Purchaser Designated Affiliate 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). (c) Each of the Ancillary Agreements has been duly authorized by all necessary action on the part of Purchaser and has been, or will be at the Closing, duly executed and delivered by Purchaser and, assuming the valid execution and delivery by Seller, constitutes or 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 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) Purchaser 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 the Ancillary Agreementsany other agreements and documents contemplated hereby, and to carry out or cause to be carried out, the Transactionsperform its obligations hereunder and thereunder. The execution and delivery by Purchaser of this Agreement Agreement, the Transitional Agreements and the Ancillary Agreementsany other agreements and documents contemplated hereby, and the performance by Purchaser of its obligations hereunder and thereunder, have been duly authorized by all requisite corporate action on the part of 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 and delivered by Purchaser and, assuming the valid execution and delivery by Seller, constitutes a legal, valid and binding obligation of Purchaser, enforceable against Purchaser 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). The Transitional Agreements and the other agreements contemplated hereby will be duly executed and delivered by Purchaser, and assuming the valid execution and delivery by Seller and the Divesting Entities, as the case may be, will constitute a legal, valid and binding obligation of Purchaser, enforceable against 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). (c) Each of the Ancillary Agreements has been duly authorized by all necessary action on the part of Purchaser and has been, or will be at the Closing, duly executed and delivered by Purchaser and, assuming the valid execution and delivery by Seller, constitutes or 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 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) Purchaser Each of Seller and the Divesting Entities 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 (including the Business) and to execute and deliver this Agreement and the Ancillary Agreements, Agreements and to carry out or cause to be carried out, the Transactionsperform its obligations hereunder and thereunder. The execution and delivery by Purchaser Seller of this Agreement and the Ancillary Agreements, Agreements and the performance by Purchaser Seller or the Divesting Entities of its their obligations hereunder and thereunder, thereunder have been duly authorized by all requisite corporate action on the part of PurchaserSeller or the Divesting Entities, as applicable, including any requisite resolution duly adopted and not subsequently rescinded or modified in any way by the board of directors of Seller approving the execution, delivery and performance of this Agreement and all Ancillary Agreements by Seller. No approval of Purchaser’s equity interest holders Seller's shareholders is necessary for Purchaser Seller to execute and deliver this Agreement or any related agreements Ancillary Agreements or perform the Transactionstransactions contemplated hereby or thereby. (b) This Agreement has been been, and on the Closing Date each of the Ancillary Agreements will be, duly executed and delivered by Purchaser Seller and, assuming the valid execution and delivery by SellerPurchasers, constitutes a legal, valid and binding obligation of PurchaserSeller, enforceable against Purchaser 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). (c) Each of the Ancillary Agreements has been duly authorized by all necessary action on the part of Purchaser and has been, or will be at the Closing, duly executed and delivered by Purchaser and, assuming the valid execution and delivery by Seller, constitutes or 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 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 Purchaser has all requisite corporate power and authority to own and operate its respective 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, Agreements and to carry out or cause to be carried out, the Transactionsperform its obligations hereunder and thereunder. The execution and delivery by such Purchaser of this Agreement and the Ancillary Agreements, Agreements and the performance by such Purchaser of its obligations hereunder and thereunder, thereunder have been duly authorized by all requisite corporate action on the part of such Purchaser, including any requisite resolution duly adopted and not subsequently rescinded or modified in any way by the boards of directors of such Purchaser approving the execution, delivery and performance of this Agreement and all Ancillary Agreements by such Purchaser. No approval of such Purchaser’s equity interest holders 's respective shareholders is necessary for such Purchaser to execute and deliver this Agreement or any related agreements Ancillary Agreements or perform the Transactionstransactions contemplated hereby or thereby. (b) This Agreement has been been, and on the Closing Date each of the Ancillary Agreements will be, duly executed and delivered by such Purchaser and, assuming the valid execution and delivery by Seller, constitutes a legal, valid and binding obligation of such Purchaser, enforceable against such 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). (c) Each of the Ancillary Agreements has been duly authorized by all necessary action on the part of Purchaser and has been, or will be at the Closing, duly executed and delivered by Purchaser and, assuming the valid execution and delivery by Seller, constitutes or 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 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) Purchaser Seller has all requisite limited liability company 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 the Ancillary AgreementsAgreement, and to carry out or cause to be carried out, the Transactions. The execution and delivery by Purchaser of this Agreement and the Ancillary Agreements, and the performance by Purchaser of perform its obligations hereunder and thereunderto consummate the transactions contemplated by this Agreement. The execution, delivery and performance of its obligations under this Agreement by Seller, and the consummation by Seller of the transactions contemplated by this Agreement, have been duly authorized by all requisite corporate necessary limited liability company actions on the part of Seller and no other limited liability company action on the part of Purchaser. No approval Seller is required to authorize the execution and delivery by Seller of Purchaser’s equity interest holders is necessary for Purchaser to execute and deliver this Agreement, the performance by Seller of its obligations under this Agreement or any related agreements or perform and the Transactions. (b) consummation by Seller of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Purchaser Seller and, assuming that this Agreement has been duly authorized, executed and delivered by each of the valid execution and delivery by Sellerother parties hereto, constitutes a legal, the valid and binding obligation of PurchaserSeller, enforceable against Purchaser Seller in accordance with its terms, in each case, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws 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) (collectively, the “Enforceability Limitations”). One or lawmore Persons that in aggregate hold a majority of the units of Seller having the rights and obligations specified with respect to a “Class A Unit” in the Seller LLC Agreement have delivered the Requisite Consent, which constitutes a valid approval of a Sale of the Company (as defined in the Seller LLC Agreement). (c) Each of the Ancillary Agreements has been duly authorized by all necessary action on the part of Purchaser and has been, or will be at the Closing, duly executed and delivered by Purchaser and, assuming the valid execution and delivery by Seller, constitutes or 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 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) Purchaser Each of the Seller and the Guarantors has all requisite limited liability company or limited partnership (as applicable) power and authority to own enter into and operate perform its properties and assets, to carry on its business as it is now being conducted and to execute and deliver obligations under this Agreement and the Ancillary Agreements, Deliveries to which it is or is to be a party and to carry out or cause to be carried out, consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery by Purchaser each of the Seller and the Guarantors of this Agreement and the Ancillary AgreementsDeliveries to which it is or is to be a party, and the performance by Purchaser it of its obligations hereunder and thereunder, thereunder and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate necessary limited liability company or limited partnership (as applicable) action on the part of Purchasereach of the Seller and the Guarantors, as applicable. 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 and delivered by Purchaser and, assuming the valid execution and delivery by Seller, constitutes a legal, valid and binding obligation of Purchaser, enforceable against 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). (c) Each of the Ancillary Agreements has been duly authorized by all necessary action on the part of Purchaser and has been, or will be and at the ClosingClosing each Ancillary Delivery to which the Seller or the Guarantors is to be a party will be, duly executed and delivered by Purchaser the Seller and the Guarantors, as applicable, and, assuming the due and valid authorization, execution and delivery hereof and thereof by Sellerthe other parties, constitutes or will constitute a legal, valid and binding obligation agreement of Purchaserthe Seller and the Guarantors, enforceable against Purchaser the Seller and the Guarantors in accordance with its termsthe terms hereof and thereof, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium conveyance or other similar laws affecting Laws relating to creditors’ rights generally or and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law)equitable principles.

Authority; Binding Effect. (ai) Purchaser Each Depomed Entity has all requisite corporate power and authority to own and operate its properties and assets, 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 the Ancillary Agreements, and to carry out out, or to cause to be carried out, the Transactions. The execution and delivery by Purchaser Depomed of this Agreement and the Ancillary Agreements, and the performance by Purchaser each Depomed Entity of its obligations hereunder and thereunder, have been duly authorized by all requisite corporate action on the part of 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 Transactionssuch Depomed Entity. (bii) This Agreement has been duly executed and delivered by Purchaser Depomed and, assuming the valid execution and delivery by SellerCollegium, constitutes a legal, valid and binding obligation of PurchaserDepomed, enforceable against Purchaser 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). (ciii) Each of the Ancillary Agreements has been duly authorized by all necessary action on the part of Purchaser Depomed and has been, or will be at the Closing, duly executed and delivered by Purchaser Depomed and, assuming the valid execution and delivery by SellerCollegium, constitutes or will constitute a legal, valid and binding obligation of PurchaserDepomed, enforceable against Purchaser 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) Purchaser Seller and each Divesting Entity has all requisite corporate power and authority to own and operate its properties and assets, assets and to carry on its business as it is now being conducted and as 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 out, or to cause to be carried out, the Transactions. The execution and delivery by Purchaser Seller of this Agreement and the Ancillary Agreements, and the performance by Purchaser Seller and each Divesting Entity of its obligations hereunder and thereunder, have been duly authorized by all requisite corporate action on the part of Purchaser. No approval of Purchaser’s equity interest holders is necessary for Purchaser to execute Seller and deliver this Agreement or any related agreements or perform the Transactionssuch Divesting Entity. (b) This Agreement has been duly executed and delivered by Purchaser Seller and, assuming the valid execution and delivery by SellerPurchaser, constitutes a legal, valid and binding obligation of PurchaserSeller, enforceable against Purchaser 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 Purchaser Seller and has been, or will be at the Closing, duly executed and delivered by Purchaser Seller and, assuming the valid execution and delivery by SellerPurchaser, constitutes or will constitute a legal, valid and binding obligation of PurchaserSeller, enforceable against Purchaser 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) Purchaser Seller has all requisite corporate power and authority to own and operate its properties and assets, assets and to carry on its business as it is now being conducted and as it is related to the Purchased Assets. Seller has all requisite corporate power and authority to execute and deliver this Agreement and the Ancillary AgreementsTransaction Documents, and to carry out out, or to cause to be carried out, the Transactions. The execution and delivery by Purchaser Seller of this Agreement and the Ancillary AgreementsTransaction Documents, and the performance by Purchaser Seller of its obligations hereunder and thereunder, have been duly authorized by all requisite corporate action on the part of 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 TransactionsSeller. (b) This Agreement has been duly executed and delivered by Purchaser Seller and, assuming the valid execution and delivery by SellerPurchaser, constitutes a legal, valid and binding obligation of PurchaserSeller, enforceable against Purchaser 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 Transaction Documents has been duly authorized by all necessary action on the part of Purchaser Seller and has been, or will be at the Closing, duly executed and delivered by Purchaser Seller and, assuming the valid execution and delivery by SellerPurchaser, constitutes or will constitute a legal, valid and binding obligation of PurchaserSeller, enforceable against Purchaser 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) Purchaser Each Buyer has all requisite the corporate or limited partnership power and authority authority, and all Permits required by any Governmental Entities or other authorities, to own own, lease and operate its properties assets and assets, property and to carry on its business as it is now being conducted and conducted, except as would not reasonably be expected to execute and deliver prohibit, impede or materially delay the consummation of the Transactions by Buyers in accordance with this Agreement (a “Buyer Material Adverse Effect”). Each Buyer has the requisite power and authority to execute, deliver and perform this Agreement, the Ancillary Agreements and the other documents required to be executed by it pursuant to this Agreement. This Agreement, the Ancillary Agreements and each of the other documents to be executed in connection with this Agreement have been duly authorized, executed and delivered (or when executed, will be duly executed and delivered) by each Buyer and no other proceedings on the part of any Buyer (or its affiliates, directors or shareholders) are necessary to authorize, consummate and perform this Agreement, the Ancillary Agreements, and to carry out or cause the other documents to be carried out, executed in connection herewith or the Transactions. The execution and delivery by Purchaser of this Agreement and Assuming they constitute the Ancillary Agreements, and the performance by Purchaser of its obligations hereunder and thereunder, have been duly authorized by all requisite corporate action on the part of 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 and delivered by Purchaser and, assuming the valid execution and delivery by Seller, constitutes a legal, valid and binding obligation of Purchasereach Seller, this Agreement, the Ancillary Agreements and the other documents executed or to be executed in connection with this Agreement are, or when executed and delivered will be, the legal, valid and binding obligations of each Buyer enforceable against Purchaser in accordance with its their terms, except as enforcement enforceability may be (a) limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting creditors’ rights generally or by Laws and (b) subject to general principles of equity (regardless of whether such enforcement is sought considered in a proceeding in equity or at law). (c) Each of the Ancillary Agreements has been duly authorized by all necessary action on the part of Purchaser and has been, or will be at the Closing, duly executed and delivered by Purchaser and, assuming the valid execution and delivery by Seller, constitutes or 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 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) Purchaser The Company has all requisite corporate power and corporate 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 the Ancillary Agreementseach Additional Agreement to which it is a party, to perform its obligations hereunder and thereunder and to carry out or cause to be carried out, consummate the Transactionstransactions expressly contemplated hereby and thereby. The execution execution, delivery and delivery by Purchaser performance of this Agreement and each Additional Agreement to which it is a party by the Ancillary AgreementsCompany, and the performance by Purchaser consummation of its obligations hereunder the transactions contemplated hereby and thereunderthereby, have been duly authorized by all requisite necessary corporate action on the part of Purchaser. No approval the Company, and no other corporate action on the part of Purchaser’s equity interest 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 is necessary for Purchaser to execute of a majority of the issued and deliver 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 or any related agreements or perform (the Transactions. “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 and delivered by Purchaser the Company and, assuming that this Agreement and each applicable Additional Agreement has been duly authorized, executed and delivered by the valid execution and delivery by Sellerother parties hereto, constitutes a legal, the valid and binding obligation of Purchaserthe Company, enforceable against Purchaser the Company in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws 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). (c) Each of the Ancillary Agreements has been duly authorized by all necessary action on the part of Purchaser and has been, or will be at the Closing, duly executed and delivered by Purchaser and, assuming the valid execution and delivery by Seller, constitutes or 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 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) Purchaser has all requisite 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 the Ancillary AgreementsTransaction Documents, and to carry out or cause to be carried out, the Transactions. The execution and delivery by Purchaser of this Agreement and the Ancillary AgreementsTransaction Documents, and the performance by Purchaser of its obligations hereunder and thereunder, have been duly authorized by all requisite corporate action on the part of 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 and delivered by Purchaser and, assuming the valid execution and delivery by Seller, constitutes a legal, valid and binding obligation of Purchaser, enforceable against 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). (c) Each of the Ancillary Agreements Transaction Documents has been duly authorized by all necessary action on the part of Purchaser and has been, or will be at the Closing, duly executed and delivered by Purchaser and, assuming the valid execution and delivery by Seller, constitutes or 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 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) Purchaser Seller has all requisite corporate power and authority to own enter into and operate perform its properties and assets, to carry on its business as it is now being conducted and to execute and deliver obligations under this Agreement and the Ancillary Agreements, Documents and to carry out or cause to be carried out, consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery by Purchaser Seller of this Agreement and the Ancillary AgreementsDocuments, and the performance by Purchaser it of its obligations hereunder pursuant to this Agreement and thereunder, thereunder and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite necessary corporate action on the part of PurchaserSeller and all necessary action on the part of its stockholders. No approval In taking any action required in order to authorize the execution and delivery by Seller of Purchaser’s equity interest holders is necessary for Purchaser to execute and deliver 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 any related agreements transaction relating to or perform affecting the Transactions. (b) This matters so authorized were disclosed or known to each stockholder and each stockholder has specifically approved such matters in good faith. Each of this Agreement and the Ancillary Documents to which Seller is a party has been duly executed and delivered by Purchaser andSeller. This Agreement constitutes, assuming and upon the valid execution and delivery by Sellerthereof each of the Ancillary Documents will constitute, constitutes a legal, valid and binding obligation agreement of PurchaserSeller and Individual, enforceable against Purchaser it in accordance with its termsthe terms of this Agreement and thereof, except subject as to enforcement may be limited by of remedies, to applicable bankruptcy, insolvency, reorganization, fraudulent conveyanceinsolvency and similar laws, to moratorium or similar laws affecting creditors’ rights generally or by from time to time in effect and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law)equity. (c) Each of the Ancillary Agreements has been duly authorized by all necessary action on the part of Purchaser and has been, or will be at the Closing, duly executed and delivered by Purchaser and, assuming the valid execution and delivery by Seller, constitutes or 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 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).