Common use of Authority; Binding Nature of Agreement Clause in Contracts

Authority; Binding Nature of Agreement. (a) The Company has the corporate power and authority to enter into this Agreement and carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the Transaction have been duly authorized by the boards of directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement and the consummation of the Transaction.

Authority; Binding Nature of Agreement. (a) The Company Vendor has the all requisite corporate power and authority to enter into this Agreement and carry out the Transaction Agreements and to perform its obligations hereunderhereunder and thereunder. The execution execution, delivery and delivery performance by the Vendor of this Agreement and the consummation of the transactions completed hereby, including pursuant to the Transaction Documents, have been duly authorized by any necessary action on the boards part of board of directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement and the consummation of the TransactionVendor.

Authority; Binding Nature of Agreement. (a) The Company has the corporate right, power and authority to enter into into, to deliver and to perform its obligations under this Agreement and carry out its obligations hereunder. The execution and delivery of this Agreement to consummate the Merger and the consummation of the Transaction have been duly authorized by the boards of directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement and the consummation of the Transaction.other

Authority; Binding Nature of Agreement. (a) The Company has the all requisite corporate power and authority to enter into and to perform its obligations under this Agreement and, subject to the receipt of the Company Stockholder Approval, to consummate the Merger and carry out its obligations hereunderthe other transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transaction Merger and the other transactions contemplated by this Agreement have been duly authorized by the boards of directors of the Company, and no other all necessary corporate proceedings action on the part of the Company are necessary (other than, with respect to authorize the execution and delivery of this Agreement and Merger, the consummation receipt of the TransactionCompany Stockholder Approval).

Authority; Binding Nature of Agreement. (a) The Company has the corporate full power and authority to enter into this Agreement and carry out to perform its obligations hereunder. The execution under this Agreement; and the execution, delivery and performance by the Company of this Agreement and the consummation of the Transaction have been duly authorized by the boards of directors of the Company, and no other corporate proceedings all necessary action on the part of the Company are necessary to authorize and its board of directors. This Agreement constitutes the execution legal, valid and delivery of this Agreement and the consummation binding obligation of the Transaction.Company, enforceable against the

Authority; Binding Nature of Agreement. (a) The Company has the corporate absolute and unrestricted right, power and authority to enter into this Agreement and carry out to perform its obligations hereunder. The execution under this Agreement; and the execution, delivery and performance by the Company of this Agreement and the consummation of the Transaction have been duly authorized by the boards of directors of the Company, and no other corporate proceedings all necessary action on the part of the Company are necessary to authorize the execution and delivery of this Agreement and the consummation of the Transaction.Company, its board of

Authority; Binding Nature of Agreement. (a) The Company has the requisite corporate power and authority to enter into and to perform its obligations under this Agreement and carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the Transaction have been duly authorized by the boards of directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement and the performance by the Company of its obligations hereunder, and the consummation of the Transaction.transactions contemplated hereby (the “Contemplated Transactions”), have been duly authorized by all necessary action on the part of the Company and its stockholders. This Agreement has been duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery of this Agreement by

Authority; Binding Nature of Agreement. (a) The Company has the requisite corporate power and authority to enter into this Agreement and carry out perform its obligations hereunder. The execution under this Agreement, subject to obtaining the Required Company Stockholder Vote, and the execution, delivery and performance by Company of this Agreement and the consummation of the Transaction have been duly authorized by the boards of directors of the Company, and no other all necessary corporate proceedings action on the part of the Company are necessary to authorize the execution and delivery board of this Agreement and the consummation directors of the Transaction.the

Authority; Binding Nature of Agreement. (a) The Company has the corporate absolute and unrestricted right, power and authority to enter into this Agreement and carry out to perform its obligations hereunder. The execution under this Agreement; and the execution, delivery and performance by the Company of this Agreement and the consummation of the Transaction have been duly authorized by the boards of directors of the Company, and no other corporate proceedings all necessary action on the part of the Company are necessary to authorize and its board of directors. This Agreement constitutes the execution legal, valid and delivery of this Agreement and the consummation binding obligation of the Transaction.Company,

Authority; Binding Nature of Agreement. (a) The Company has the all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and carry out its obligations hereunderto consummate the Contemplated Transaction. The execution sole stockholder of the Company has authorized and delivery of approved this Agreement and the consummation of the Transaction have Contemplated Transaction. This Agreement has been duly authorized executed and delivered by the boards of directors Company and assuming the due authorization, execution and delivery by Sxxxxx, Bxxxx and Guarantor, constitutes the legal, valid and binding obligation of the Company, and no other corporate proceedings on the part of enforceable against the Company are necessary in accordance with its terms, subject to authorize the execution and delivery of this Agreement and the consummation of the TransactionEnforceability Exceptions.

Authority; Binding Nature of Agreement. (a) The Company has the all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and carry out its obligations hereunderand, subject to receipt of the Required Company Stockholder Vote, to consummate the Contemplated Transactions. The execution Company Board Approval has been obtained, and it constitutes all of the necessary action or authorization on the part of the Company Board for the authorization, execution, delivery and performance of this Agreement and the consummation of the Transaction have been duly authorized Contemplated Transactions by the boards of directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement and the consummation of the Transaction.

Authority; Binding Nature of Agreement. (a) The Company has the all necessary corporate power and authority to enter into and to perform its obligations under this Agreement and carry out its obligations hereunderto consummate the Contemplated Transactions. The execution Company Manager has (i) determined that the Contemplated Transactions are fair to, advisable and delivery in the best interests of the Company and its members, (ii) approved and declared advisable this Agreement and the consummation of Contemplated Transactions and (iii) determined to recommend, upon the Transaction have been duly authorized by terms and subject to the boards of directors of conditions set forth in this Agreement, that the Company, and no other corporate proceedings on the part members of the Company are necessary vote to authorize the execution and delivery of adopt this Agreement and the consummation of the Transaction.and

Authority; Binding Nature of Agreement. (a) The Company has the all necessary corporate power and authority to enter into this Agreement and carry out to perform its obligations hereunderunder this Agreement. The This Agreement has been duly executed and delivered by the Company and assuming the due authorization, execution and delivery of this Agreement by Parent, constitutes the legal, valid and the consummation of the Transaction have been duly authorized by the boards of directors binding obligation of the Company, and no other corporate proceedings on the part of enforceable against the Company are necessary in accordance with its terms, subject to authorize the execution and delivery of this Agreement and the consummation of the TransactionEnforceability Exceptions.

Authority; Binding Nature of Agreement. (a) The Company has the corporate power and authority and has taken all corporate action necessary in order to enter into execute, deliver and perform its obligations under this Agreement and carry out its obligations hereunder. The execution to consummate the Offer, the Merger and the other transactions contemplated herein and the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transaction Offer, the Merger and the other transactions contemplated herein have been duly authorized by the boards of directors of the Company, and no other all necessary corporate proceedings action on the part of the Company are necessary to authorize the execution and delivery of this Agreement and the consummation of the TransactionCompany.

Authority; Binding Nature of Agreement. (a1) The Company has the corporate power and authority to enter into execute, deliver and perform its obligations under this Agreement and, subject to the affirmative approval of the Company Merger by a majority of the votes entitled to be cast on the matter by the holders of outstanding Company Shares (“Requisite Company Vote”), to consummate the transactions contemplated by this Agreement. Each of the Partnership and Partnership Merger Sub has the partnership and limited liability company power, as applicable, and authority to execute, deliver and perform its obligations under this Agreement and carry out its obligations hereunder. The execution and delivery of to consummate the transactions contemplated by this Agreement and the consummation of the Transaction have been duly authorized by the boards of directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement and the consummation of the TransactionAgreement.

Authority; Binding Nature of Agreement. (a) The Company has the corporate right, power and authority to enter into and perform its obligations under this Agreement and carry out its obligations hereunder. The execution any Shareholder Related Agreement to which it is a party, and the execution, delivery and performance by the Company of this Agreement and the consummation of the Transaction any Shareholder Related Agreement to which it is a party have been duly authorized by the boards of directors of the Company, and no other corporate proceedings all necessary action on the part of the Company are necessary to authorize the execution and delivery of this Agreement and the consummation of the TransactionCompany.

Authority; Binding Nature of Agreement. (a) The Company has the requisite corporate power and authority to enter into and to perform its obligations under this Agreement. The Company Board has (a) determined that the Offer is in the best interests of the Company’s stockholders, (b) authorized and approved the execution, delivery and performance of this Agreement by the Company, (c) declared that this Agreement is advisable, (d) resolved to make the Company Board Recommendation and (e) elected to enter into this Agreement and carry out its obligations hereunder. The execution and delivery of consummate the transactions contemplated by this Agreement and the consummation of the Transaction have been duly authorized by the boards of directors of the Company, and no other corporate proceedings on the part of the Company are necessary pursuant to authorize the execution and delivery of this Agreement and the consummation of the Transaction.Section 251(h) of

Authority; Binding Nature of Agreement. (a) The Company has the corporate absolute and unrestricted right, power and authority to enter into this Agreement and carry out to perform its obligations hereunder. The execution under this Agreement; and the execution, delivery and performance by the Company of this Agreement and the consummation of the Transaction have been duly authorized by the boards of directors of the Company, and no other corporate proceedings all necessary action on the part of the Company are necessary to authorize the execution and delivery of this Agreement and the consummation of the Transaction.its board of

Authority; Binding Nature of Agreement. (a) The Company has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the Transaction transactions contemplated hereby have been duly authorized by the boards board of directors of the Company, Company (the “Board of Directors”) and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement and the consummation of the Transactiontransactions contemplated hereby. This Agreement constitutes the valid and binding obligation of the Company and is enforceable against the Company in accordance with its terms.

Authority; Binding Nature of Agreement. (a) The Company has the corporate absolute and unrestricted right, power and authority to enter into this Agreement and carry out to perform its obligations hereunderunder this Agreement. The execution This Agreement constitutes a legal, valid and delivery of this Agreement and the consummation of the Transaction have been duly authorized by the boards of directors binding obligation of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement and the consummation of the Transactionenforceable against it in accordance with its terms.

Authority; Binding Nature of Agreement. (a) The Company has the corporate requisite power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the Transaction transactions contemplated hereby have been duly authorized by the boards of directors of the Company, Company and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement and the consummation of the Transactiontransactions contemplated hereby. This Agreement constitutes the valid and binding obligation of the Company and is enforceable against the Company in accordance with its terms.