Common use of Authorization; Binding Effect Clause in Contracts

Authorization; Binding Effect. (a) Seller has all requisite corporate power and authority to execute, deliver and perform this Agreement and the Collateral Agreements to which it will be a party and to effect the transactions contemplated hereby and thereby, and the execution, delivery and performance of this Agreement and the Collateral Agreements to which Seller will be a party has been duly authorized by all requisite corporate action. Each Subsidiary has all requisite corporate power and authority to execute, deliver and perform the Collateral Agreements to which it will be a party and to effect the transactions contemplated thereby, and the execution, delivery and performance of the Collateral Agreements to which such Subsidiary will be a party has been duly authorized by all requisite corporate action. (b) This Agreement has been duly executed and delivered by Seller and this Agreement is, and the Collateral Agreements to which Seller and each Subsidiary will be a party when duly executed and delivered by Seller or such Subsidiary will be, valid and legally binding obligations of Seller or such Subsidiary, enforceable against Seller or such Subsidiary, as applicable, in accordance with their respective terms, except to the extent that enforcement of the rights and remedies created hereby and thereby may be affected by bankruptcy, reorganization, moratorium, insolvency and similar Laws of general application affecting the rights and remedies of creditors.

Authorization; Binding Effect. (a) The execution and delivery by each of Seller has all requisite corporate power and authority to execute, deliver and perform the Company of this Agreement and the Collateral Agreements other Transaction Documents to which it will be is a party and to effect the performance of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby, and the execution, delivery and performance of this Agreement and the Collateral Agreements to which Seller will be a party has thereby have been duly authorized by all requisite corporate actionaction on the part of each of Seller and the Company. Each Subsidiary has all requisite No other corporate power and authority to execute, deliver and perform proceedings on the Collateral Agreements to which it will be a party and to effect part of Seller or the transactions contemplated thereby, and Company are required in connection with the execution, delivery and performance by either of such parties of the Collateral Agreements Transaction Documents to which such Subsidiary will be it is a party has been duly authorized or the consummation by all requisite corporate action. (b) either of such parties of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Seller and the Company and, assuming due authorization, execution and delivery hereof by Purchaser, this Agreement is, constitutes a binding obligation of each of Seller and the Collateral Agreements Company enforceable against each of Seller and the Company in accordance with its terms, except as may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (b) Each Included Subsidiary and each member of the Seller Group that is a party to a Transaction Document has all requisite corporate or other organizational power and authority to execute and deliver the Transaction Documents to which Seller and each Subsidiary will be it is a party when and to consummate the transactions contemplated thereby and perform its obligations thereunder. No other corporate proceedings on the part of any Included Subsidiary or member of the Seller Group that is a party to a Transaction Document are necessary to approve and authorize the execution and delivery of the Transaction Documents to which such Included Subsidiary or member of the Seller Group is a party and the consummation of the transactions contemplated thereby. The Transaction Documents to which any Acquired Company or member of the Seller Group is a party will have been duly executed and delivered at the Closing by the Acquired Company or member of the Seller or such Subsidiary Group that is a party thereto and will be, constitute the valid and legally binding obligations agreements of such Acquired Company or member of the Seller or such SubsidiaryGroup, enforceable against Seller or such Subsidiary, as applicable, in accordance with their respective terms, except to the extent that enforcement of the rights and remedies created hereby and thereby as may be affected limited by (i) bankruptcy, insolvency, reorganization, moratorium, insolvency moratorium or other laws relating to creditors rights generally and similar Laws (ii) general principles of general application affecting the rights and remedies equity (regardless of creditorswhether enforceability is considered in a proceeding at law or in equity).

Authorization; Binding Effect. (ai) Seller has all requisite corporate power and authority to execute, deliver and perform this Agreement and the Collateral Agreements to which it will be a party and to effect the transactions contemplated hereby and thereby, and the execution, delivery and performance of this Agreement and the Collateral Agreements to which Seller it will be a party has been duly authorized by all requisite corporate action. . (ii) Each Subsidiary that has title to any Purchased Asset or asset acquired after the date hereof that will be a Purchased Asset or an obligation that is or will be an Assumed Liability has all requisite corporate power and authority to execute, deliver and perform the Collateral Agreements to which it will be a party and to effect the transactions contemplated thereby, and the execution, delivery and performance of the Collateral Agreements to which such Subsidiary it will be a party has been duly authorized by all requisite corporate action. (b) This Agreement has been duly executed and delivered by Seller and this Agreement is, and the Collateral Agreements to which Seller and each Subsidiary that has title to any asset that is or will be a Purchased Asset or any obligation that is or will be an Assumed Liability, will be a party when duly executed and delivered by Seller or such Subsidiary will be, valid and legally binding obligations of Seller or such Subsidiary, enforceable against Seller or such Subsidiary, as applicable, in accordance with their respective terms, except to the extent that enforcement of the rights and remedies created hereby and thereby may be affected by bankruptcy, reorganization, moratorium, insolvency and similar Laws of general application affecting the rights and remedies of creditorscreditors and by general equity principles.

Authorization; Binding Effect. (a) Seller has all requisite corporate power and authority to execute, deliver and perform this Agreement and the Collateral Agreements to which it will be a party and to effect consummate the transactions contemplated hereby and thereby, and the execution, delivery and performance of this Agreement and the Collateral Agreements to which Seller it will be a party has been duly authorized by all requisite corporate action. . (b) Each Subsidiary that will be a party to a Collateral Agreement has all requisite corporate power and authority to execute, deliver and perform the Collateral Agreements to which it will be a party and to effect consummate the transactions contemplated thereby, and the execution, delivery and performance of the Collateral Agreements to which such Subsidiary it will be a party has been duly authorized by all requisite corporate action. (bc) This Agreement has been duly executed and delivered by Seller and this Agreement is, and the Collateral Agreements to which Seller and each any Subsidiary will be a party when duly executed and delivered by Seller or such Subsidiary will be, valid and legally binding obligations of Seller or such Subsidiary, enforceable against Seller or such Subsidiary, as applicable, in accordance with their respective terms, except to the extent that enforcement of the rights and remedies created hereby and thereby may be affected by bankruptcy, reorganization, moratorium, insolvency and similar Laws of general application affecting the rights and remedies of creditorscreditors and by general equity principles.

Authorization; Binding Effect. (a) Seller has all requisite corporate power and authority to execute, execute and deliver and perform this Purchase Agreement and the Collateral Agreements to which it will be a party and to effect the transactions contemplated hereby and thereby, and the execution, delivery and performance of this Purchase Agreement and the Collateral Agreements to which Seller it will be a party has have been duly authorized by all requisite corporate action. Each Seller Subsidiary that has title to any Purchased Asset or an obligation that is an Assumed Liability has all requisite corporate power and authority to execute, execute and deliver and perform the Collateral Agreements to which it will be a party and to effect the transactions contemplated thereby, and the execution, delivery and performance of the Collateral Agreements to which such Subsidiary it will be a party has been will be as of the Closing Date (or at the time of any Subsequent Closing, as applicable) duly authorized by all requisite corporate action. (b) This Purchase Agreement has been duly executed and delivered by Seller and this Purchase Agreement is, and the Collateral Agreements to which Seller and each Seller Subsidiary will be a party party, when duly executed and delivered by Seller or such Subsidiary Seller Subsidiary, will be, valid and legally binding obligations of Seller or such Seller Subsidiary, enforceable against Seller or such Seller Subsidiary, as applicable, in accordance with their respective terms, except to assuming, in each case, the extent that enforcement of due execution and delivery by the rights and remedies created hereby and thereby may be affected by bankruptcy, reorganization, moratorium, insolvency and similar Laws of general application affecting the rights and remedies of creditorsother party or parties thereto.

Authorization; Binding Effect. (a) Seller has all requisite corporate power and authority to execute, execute and deliver and perform this Agreement and the Collateral Agreements to which it will be is a party and to effect the transactions contemplated hereby and thereby, thereby and has duly authorized the execution, delivery and performance of this Agreement and the Collateral Agreements to which Seller will be it is a party has been duly authorized by all requisite corporate action. Each Subsidiary . (b) IP-Guardian has all requisite corporate power and authority to execute, execute and deliver and perform the Collateral Agreements to which it will be is a party and to effect the transactions contemplated thereby, thereby and has duly authorized the execution, delivery and performance of the Collateral Agreements to which such Subsidiary will be it is a party has been duly authorized by all requisite corporate action. (bc) This Agreement has been duly executed and delivered by Seller and this Agreement isis a valid and legally binding obligation of Seller, and enforceable against Seller in accordance with its terms. Each of the Collateral Agreements to which Seller and each Subsidiary will be a party when has been duly executed and delivered by Seller or such Subsidiary will beIP-Guardian (as applicable), and is a valid and legally binding obligations obligation of Seller or such Subsidiaryparty, enforceable against Seller or such Subsidiary, as applicable, party in accordance with their respective its terms, except . Each of the preceding sentences is limited to the extent that enforcement of the rights and remedies created hereby and thereby by this Agreement or any Collateral Agreement may be affected by bankruptcy, reorganization, moratorium, insolvency and similar Laws of general application affecting the rights and remedies of creditorscreditors and by general equity principles.

Authorization; Binding Effect. (a) Seller has all requisite corporate limited liability company power and authority to execute, deliver and perform this Agreement and the Collateral Agreements to which it will be a party and to effect consummate the transactions contemplated hereby and thereby, and the execution, delivery and performance of this Agreement and the Collateral Agreements to which Seller it will be a party has have been duly authorized by all requisite corporate action. . (b) Each Subsidiary that will be a party to a Collateral Agreement has all requisite corporate or similar power and authority to execute, deliver and perform the Collateral Agreements to which it will be a party and to effect consummate the transactions contemplated thereby, and the execution, delivery and performance of the Collateral Agreements to which such Subsidiary it will be a party has have been duly authorized by all requisite corporate or similar action. (bc) This Agreement has been duly executed and delivered by Seller and this Agreement is, and the Collateral Agreements to which Seller and each Subsidiary any of its Subsidiaries will be a party when duly executed and delivered by Seller or such Subsidiary will be, valid and legally binding obligations of Seller or such Subsidiary, enforceable against Seller or such Subsidiary, as applicable, in accordance with their respective terms, except to the extent that enforcement of the rights and remedies created hereby and thereby may be affected by bankruptcy, reorganization, moratorium, insolvency and similar Laws of general application affecting the rights and remedies of creditorscreditors and by general equity principles. 3.4.

Authorization; Binding Effect. (ai) Seller has all requisite corporate power and authority to execute, deliver and perform this Agreement and the Collateral Agreements to which it will be a party and to effect the transactions contemplated hereby and thereby, and the execution, delivery and performance of this Agreement and the Collateral Agreements to which Seller it will be a party has been duly authorized by all requisite corporate action. . (ii) Each Subsidiary that has title to any Purchased Asset or any Assumed Liability has all requisite corporate power and authority to execute, deliver and perform the Collateral Agreements to which it will be a party and to effect the transactions contemplated thereby, and the execution, delivery and performance of the Collateral Agreements to which such Subsidiary it will be a party has been duly authorized by all requisite corporate action. (b) This Agreement has been duly executed and delivered by Seller and this Agreement is, and the Collateral Agreements to which Seller and each Subsidiary that has title to any Purchased Asset or any Assumed Liability will be a party when duly executed and delivered by Seller or such Subsidiary will be, valid and legally binding obligations of Seller or such Subsidiary, enforceable against Seller or such Subsidiary, as applicable, in accordance with their respective terms, except to the extent that enforcement of the rights and remedies created hereby and thereby may be affected by bankruptcy, reorganization, moratorium, insolvency and similar Laws of general application affecting the rights and remedies of creditorscreditors and by general equity principles.

Authorization; Binding Effect. (a) Each Seller has all requisite corporate full power and authority to execute, execute and deliver and perform this Agreement and the Collateral Agreements Transaction Documents to which it will be each is a party and to effect perform its obligations hereunder and thereunder. The Transaction Documents to which each Entity Seller is a party and each Entity Seller’s performance and consummation of the transactions contemplated hereby therein have been approved and thereby, and the execution, delivery and performance of this Agreement and the Collateral Agreements to which Seller will be a party has been duly authorized by all requisite corporate actionaction of such Entity Seller, and no other Proceedings on the part of such Entity Seller are necessary therefor. Each Subsidiary has This Agreement and all requisite corporate power and authority to execute, deliver and perform of the Collateral Agreements Transaction Documents to which it will be each Seller is a party and to effect the transactions contemplated thereby, and the execution, delivery and performance of the Collateral Agreements to which such Subsidiary will be a party has been duly authorized by all requisite corporate action. (b) This Agreement has have been duly executed and delivered by such Seller and, assuming due authorization, execution and delivery of this Agreement isand the other Transaction Documents by Buyer, this Agreement and each Transaction Document to which such Seller is a party is the valid and legally binding obligation of such Seller, enforceable in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights generally from time to time in effect and limitations on enforcement of equitable remedies. (b) CHI and each Managing Owner have full power and authority to execute and deliver the Transaction Documents to which each is a party and to perform their respective obligations hereunder and thereunder. The Transaction Documents to which CHI and each Managing Owner are a party and CHI’s and each Managing Owner’s performance and consummation of the transactions contemplated therein have been approved and authorized by all requisite action of CHI and such Managing Owner, as applicable, and no other legal proceedings on the Collateral Agreements part of CHI or such Managing Owner are necessary therefor. This Agreement and all of the Transaction Documents to which Seller CHI and each Subsidiary will be Managing Owner are a party when have been duly executed and delivered by Seller or CHI and such Subsidiary will beManaging Owner and, assuming due authorization, execution and delivery of this Agreement and the other Transaction Documents by Buyer, this Agreement and each Transaction Document to which CHI and each Managing Owner are a party is the valid and legally binding obligations obligation of Seller or CHI and such SubsidiaryManaging Owner, enforceable against Seller or such Subsidiary, as applicable, in accordance with their respective its terms, except subject to the extent that enforcement of the rights and remedies created hereby and thereby may be affected by applicable bankruptcy, reorganization, moratoriuminsolvency, insolvency moratorium and similar Laws other laws affecting creditors’ rights generally from time to time in effect and limitations on enforcement of general application affecting the rights and remedies of creditorsequitable remedies.

Authorization; Binding Effect. (ai) Seller has all requisite corporate power and authority to execute, execute and deliver and perform this Agreement and the Collateral Agreements to which it will be a party and to effect the transactions contemplated hereby and thereby, and the execution, delivery and performance of this Agreement and the Collateral Agreements to which Seller it will be a party has been duly authorized by all requisite corporate action. . (ii) Each Subsidiary has all requisite corporate power and authority to execute, execute and deliver and perform the Collateral Agreements to which it will be a party and to effect the transactions contemplated thereby, thereby and the execution, delivery and performance of the Collateral Agreements to which such Subsidiary it will be a party has been duly authorized by all requisite corporate action. (b) This Agreement has been duly executed and delivered by Seller and this Agreement is, and the Collateral Agreements to which Seller and each Subsidiary will be a party when duly executed and delivered by Seller or such Subsidiary will be, valid and legally binding obligations of Seller or such Subsidiary, as applicable, enforceable against Seller or such Subsidiary, as applicable, in accordance with their respective terms, except to the extent that enforcement of the rights and remedies created hereby and thereby may be affected by bankruptcy, reorganization, moratorium, insolvency and similar Laws of general application affecting the rights and remedies of creditorscreditors and by general equity principles.

Authorization; Binding Effect. (a) 8.2.1 Seller has all requisite corporate power and authority to execute, deliver and perform execute this Agreement and the Collateral Ancillary Agreements to which it Seller will be a party party, and to effect consummate the transactions contemplated hereby and thereby, and the execution, delivery and performance . The execution of this Agreement and the Collateral Ancillary Agreements to which Seller will be a party has been or will be duly authorized by all requisite corporate action. . 8.2.2 Each Selling Subsidiary has all requisite corporate power and authority to execute, deliver and perform execute the Collateral Ancillary Agreements to which it such Selling Subsidiary will be a party and to effect consummate the transactions contemplated thereby, and the execution, delivery and performance by such Ancillary Agreement. The execution of the Collateral Ancillary Agreements to which such the Selling Subsidiary will be a party has been duly authorized by all requisite corporate action. (b) 8.2.3 This Agreement has been duly executed and delivered by Seller and this Agreement isconstitutes, and the Collateral Ancillary Agreements to which Seller and each Selling Subsidiary will be a party when duly executed and delivered by Seller or such Selling Subsidiary will beconstitute, valid and legally binding legal obligations of Seller or such Selling Subsidiary, enforceable against Seller or such Selling Subsidiary, as applicable, in accordance with their its respective terms, except to the extent that enforcement of the rights and remedies created hereby and thereby may be affected by bankruptcy, reorganization, moratorium, insolvency and or similar Laws of general application affecting the rights and remedies of creditorscreditors and by general principles of public policy.

Authorization; Binding Effect. (ai) Seller has all requisite corporate power and authority to execute, perform and deliver and perform this Agreement and the Collateral Agreements to which it will be a party and to effect and consummate the transactions contemplated hereby and thereby, and the execution, delivery and performance of this Agreement and the Collateral Agreements to which Seller it will be a party has have been duly authorized by all requisite corporate action. . (ii) Each Subsidiary that has a right, title or interest in, to or under any asset which is a Purchased Asset or has any obligation which is an Assumed Liability has all requisite corporate power and authority to execute, execute and deliver and perform the Collateral Agreements to which it will be a party and to effect and consummate the transactions contemplated thereby, and the execution, delivery and performance of the Collateral Agreements to which such Subsidiary it will be a party has have been duly authorized by all requisite corporate action. (b) This Agreement has been duly executed and delivered by Seller and this Agreement is, and the Collateral Agreements to which Seller and each Subsidiary will be a party party, when duly executed and delivered by Seller or such Subsidiary will be, valid and legally binding obligations of Seller or such Subsidiary, enforceable against Seller or such Subsidiary, as applicable, in accordance with their respective terms, except to the extent that enforcement of the rights and remedies created hereby and thereby may be affected by bankruptcy, reorganization, moratorium, insolvency and similar Laws of general application affecting the rights and remedies of creditorscreditors and by general equity principles.

Authorization; Binding Effect. (a) Seller The Company and each Subsidiary Guarantor has all the requisite corporate power and authority to executeenter into, deliver and perform its obligations under this Agreement Amendment and the Collateral Agreements other Amendment Documents to which it will be is a party (or which it has consented to or acknowledged) and to effect consummate the transactions contemplated hereby and thereby. The Company has the requisite power and authority to issue, sell, deliver and perform its obligations under the Term E Note. The execution, delivery and performance by the Company and the Subsidiary Guarantors of this Agreement Amendment and each other Amendment Documents to which it is a party (or which it has consented to or acknowledged), the issuance, sale and delivery of the Term E Note and the Collateral Agreements to which Seller will be a party has consummation of the other transactions contemplated hereby and thereby have been duly authorized by all requisite necessary corporate action. Each Subsidiary has all requisite corporate power and authority to execute, deliver and perform action on the Collateral Agreements to which it will be a party and to effect part of the transactions contemplated thereby, Company and the executionSubsidiary Guarantors, delivery and performance of the Collateral Agreements to which such Subsidiary will be a party has been duly authorized by all requisite corporate action. (b) as applicable. This Agreement Amendment has been duly executed and delivered by Seller and this Agreement is, the Company and the Collateral Agreements Subsidiary Guarantors (or consented to or acknowledged by the Subsidiary Guarantors) and, on the Third Amendment Date of Effectiveness, the Term E Note and each of the other Amendment Documents to which Seller and each Subsidiary it is a party will be a party when duly executed and delivered by Seller the Company and the Subsidiary Guarantors (or such duly consented to or acknowledged by the Subsidiary Guarantors). This Amendment is, and on the Third Amendment Date of Effectiveness the Term E Note and the other Amendment Documents will be, the legal, valid and legally binding obligations of Seller or such Subsidiarythe Company and each Subsidiary Guarantor (to the extent it is a party thereto), enforceable against Seller or the Company and each such Subsidiary, as applicable, Subsidiary Guarantor in accordance with their respective its terms, except to the extent that as enforcement of the rights and remedies created hereby and thereby may be affected limited by bankruptcy, insolvency, reorganization, moratorium, insolvency fraudulent transfer or conveyance or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability and similar Laws except as rights of general application affecting indemnity or contribution may be limited by federal or state securities or other laws or the rights and remedies of creditorspublic policy underlying such laws.

Authorization; Binding Effect. (a) Seller The Company and each Subsidiary Guarantor has all the requisite corporate power and authority to executeenter into, deliver and perform its obligations under this Agreement Amendment and the Collateral Agreements other Amendment Documents to which it will be is a party (or which it has consented to or acknowledged) and to effect consummate the transactions contemplated hereby and thereby. The Company has the requisite power and authority to issue, sell, deliver and perform its obligations under the Term F Note. The execution, delivery and performance by the Company and the Subsidiary Guarantors of this Agreement Amendment and each other Amendment Documents to which it is a party (or which it has consented to or acknowledged), the issuance, sale and delivery of the Term F Note and the Collateral Agreements to which Seller will be a party has consummation of the other transactions contemplated hereby and thereby have been duly authorized by all requisite necessary corporate action. Each Subsidiary has all requisite corporate power and authority to execute, deliver and perform action on the Collateral Agreements to which it will be a party and to effect part of the transactions contemplated thereby, Company and the executionSubsidiary Guarantors, delivery and performance of the Collateral Agreements to which such Subsidiary will be a party has been duly authorized by all requisite corporate action. (b) as applicable. This Agreement Amendment has been duly executed and delivered by Seller and this Agreement is, the Company and the Collateral Agreements Subsidiary Guarantors (or consented to or acknowledged by the Subsidiary Guarantors) and, on the Fourth Amendment Effective Date, the Term F Note and each of the other Amendment Documents to which Seller and each Subsidiary it is a party will be a party when duly executed and delivered by Seller the Company and the Subsidiary Guarantors (or such duly consented to or acknowledged by the Subsidiary Guarantors). This Amendment is, and on the Fourth Amendment Effective Date the Term F Note and the other Amendment Documents will be, the legal, valid and legally binding obligations of Seller or such Subsidiarythe Company and each Subsidiary Guarantor (to the extent it is a party thereto), enforceable against Seller or the Company and each such Subsidiary, as applicable, Subsidiary Guarantor in accordance with their respective its terms, except to the extent that as enforcement of the rights and remedies created hereby and thereby may be affected limited by bankruptcy, insolvency, reorganization, moratorium, insolvency fraudulent transfer or conveyance or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability and similar Laws except as rights of general application affecting indemnity or contribution may be limited by federal or state securities or other laws or the rights and remedies of creditorspublic policy underlying such laws.

Authorization; Binding Effect. (ai) Seller has all requisite corporate power and authority to execute, execute and deliver and perform this Agreement and the Collateral Agreements to which it will be a party and to effect the transactions contemplated hereby and thereby, thereby and has duly authorized the execution, delivery and performance of this Agreement and the Collateral Agreements to which Seller it will be a party has been duly authorized by all requisite corporate action. . (ii) Each Subsidiary that has title to any asset reasonably expected to be a Purchased Asset or an obligation reasonably expected to be an Assumed Liability has all requisite corporate power and authority to execute, execute and deliver and perform the Collateral Agreements to which it will be a party and to effect the transactions contemplated thereby, thereby and has duly authorized the execution, delivery and performance of the Collateral Agreements to which such Subsidiary it will be a party has been duly authorized by all requisite corporate action. (b) This Agreement has been duly executed and delivered by Seller and this Agreement is, and the Collateral Agreements to which Seller and each Subsidiary that has title to any asset reasonably expected to be a Purchased Asset or an obligation reasonably expected to be an Assumed Liability will be a party when duly executed and delivered by Seller or such Subsidiary will be, valid and legally binding obligations of Seller or such Subsidiary, enforceable against Seller or such Subsidiary, as applicable, in accordance with their respective terms, except to the extent that enforcement of the rights and remedies created hereby and thereby may be affected by bankruptcy, reorganization, moratorium, insolvency and similar Laws of general application affecting the rights and remedies of creditorscreditors and by general equity principles.

Authorization; Binding Effect. (a) Seller has all requisite corporate power and authority to execute, deliver and perform this Agreement and Seller and any of its Affiliates executing any Ancillary Agreement have all requisite corporate power and authority to execute, deliver and perform the Collateral Ancillary Agreements to which it will be a party and to effect consummate the transactions contemplated hereby and thereby, and the execution, delivery and performance of this Agreement and the Collateral Agreements to which Seller will be a party has been duly authorized by all requisite corporate action. Each Subsidiary has all requisite corporate power and authority to execute, deliver and perform the Collateral Ancillary Agreements to which it will be a party and to effect the consummation of the transactions contemplated thereby, hereby and the execution, delivery and performance of the Collateral Agreements to which such Subsidiary will be a party has thereby have been duly authorized and approved by all requisite corporate actionaction on the part of Seller and its Affiliates, as applicable. (b) This Agreement has been duly executed and delivered by Seller and this Agreement is, and the Collateral Ancillary Agreements to which Seller and each Subsidiary or any of its Affiliates will be a party when duly executed and delivered by Seller or such Subsidiary Affiliate, as applicable, will be, valid and legally binding obligations of Seller or such SubsidiaryAffiliate, enforceable against Seller or such Subsidiary, as applicable, Affiliate in accordance with their respective terms, except to the extent that enforcement of the rights and remedies created hereby and thereby thereof may be affected by bankruptcy, reorganization, moratorium, fraudulent transfer, insolvency and similar Laws of general application affecting the rights and remedies of creditorscreditors and by general equity principles. (c) Trident V, L.P., Trident V Parallel Fund, L.P. and Trident V Professionals Fund, L.P. have provided all requisite consent under Section 2.02(e) of the Voting and Shareholders’ Agreement to the execution, delivery and performance of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby. No other consent, approval or vote of, waiver from or notice to any of Trident V, L.P., Trident V Parallel Fund, L.P. and Trident V Professionals Fund, L.P. is required in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby.

Authorization; Binding Effect. (a) Seller Each Seller, the Company and each Affiliate of the Sellers (other than the Company) executing any Ancillary Agreement or that has title to a Transferred Asset or is a party to an Assigned Contract, has all requisite corporate power and authority to execute, deliver and perform this Agreement Agreement, has all requisite corporate power and authority to execute, deliver and perform the Collateral Ancillary Agreements to which it will be a party and to effect consummate the transactions contemplated hereby and thereby, and the execution, delivery and performance of this Agreement and the Collateral Agreements to which Seller will be a party has been duly authorized by all requisite corporate action. Each Subsidiary has all requisite corporate power and authority to execute, deliver and perform the Collateral Ancillary Agreements to which it will be a party and to effect the consummation of the transactions contemplated thereby, hereby and the execution, delivery and performance of the Collateral Agreements to which such Subsidiary will be a party has thereby have been duly authorized and approved by all requisite corporate actionaction on the part of each Seller, the Company and each Affiliate, as applicable. (b) This Agreement has been duly executed and delivered by each Seller and this Agreement is, and the Collateral Ancillary Agreements to which Seller and each Subsidiary Seller, the Company or any Affiliate of the Sellers will be a party when duly executed and delivered by Seller each Seller, the Company or any such Subsidiary Affiliate of the Sellers, as applicable, will be, valid and legally binding obligations of Seller each Seller, the Company or any such SubsidiaryAffiliate of the Sellers, enforceable against Seller each Seller, the Company or any such Subsidiary, as applicable, Affiliate of the Sellers in accordance with their respective terms, except to the extent that enforcement of the rights and remedies created hereby and thereby thereof may be affected by bankruptcy, reorganization, moratorium, fraudulent transfer, insolvency and similar Laws of general application affecting the rights and remedies of creditorscreditors and by general equity principles. (c) The entry into this Agreement and the Transactions does not require a vote of the stockholders of Equity Seller under any applicable Law.