Common use of Authorization; Corporate Documentation Clause in Contracts

Authorization; Corporate Documentation. The Company has full corporate power and authority to enter into this Agreement and the Ancillary Documents to which it is or is required to be a party and to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company, including requisite board of directors’ approval of the Company. Each of this Agreement and each Ancillary Document to which the Company is or is required to be a party has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by the Enforceability Exceptions. The copies of the Governing Documents of the Company, as amended to date, copies of which have heretofore been delivered to Purchaser, are true, complete and correct copies of the Governing Documents of the Company, as amended through and in effect on the date hereof. The minute books and records of the proceedings of the Company, copies of which have been delivered to Purchaser, are true, correct and complete in all material respects.

Authorization; Corporate Documentation. The Company has full corporate power and authority to enter into this Agreement and the each Ancillary Documents Document to which it is or is required to be a party and to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company, including requisite board of directors’ approval of the Company. Each of this This Agreement and each Ancillary Document to which the Company is or is required to be a party has been been, or when delivered will be, duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by the Enforceability Exceptions. The copies of the Governing Documents of the each Target Company, as amended including all amendments to date, copies of which have heretofore been delivered to PurchaserBuyer, are true, complete and correct copies of the Governing Documents of the each applicable Target Company, as amended through and in effect on the date hereof. The minute books and records of the proceedings of the each Target Company, copies of which have been delivered to PurchaserBuyer, are true, correct and complete in all material respects.

Authorization; Corporate Documentation. The Company Each Buyer Party has full corporate power and authority to enter into this Agreement and the Ancillary Documents to which it is or is required to be a party and to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunderthereby. The execution and delivery of this Agreement and the Ancillary Documents to which a Buyer Party is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company, including requisite board of directors’ approval of the Companysuch Buyer Party. Each of this This Agreement and each Ancillary Document to which the Company a Buyer Party is or is required to be a party has been duly executed and delivered by the Company such Buyer Party and constitutes a legal, valid and binding obligation of the Companysuch Buyer Party, enforceable against the Company such Buyer Party in accordance with its terms, except as the enforceability thereof may be limited by the Enforceability Exceptions. The copies of the Governing Documents of the CompanyBuyer and each of its Subsidiaries, as amended to date, copies of which have heretofore been delivered to Purchaserthe Company, are true, complete and correct copies of the Governing Documents of the Companyeach such entity, as amended through and in effect on the date hereof. The minute books and records of the proceedings of the CompanyBuyer and each of its Subsidiaries, copies of which have been delivered to PurchaserBuyer, are true, correct and complete in all material respects.

Authorization; Corporate Documentation. The Company has full corporate power and authority to enter into this Agreement and the Ancillary Documents to which it is or is required to be a party Party and to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company, including requisite board of directors’ manager approval and equity holder approval of the Company. Each of this Agreement and each Ancillary Document to which the Company is or is required to be a party has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by the Enforceability Exceptions. The copies of the Governing Documents of the Company, as amended to date, copies of which have heretofore been delivered to the Purchaser, are true, complete and correct copies of the Governing Documents of the Company, as amended through and in effect on the date hereof. The minute books and records of the proceedings of the Company, copies of which have been delivered to Purchaser, are true, correct and complete in all material respects.