Common use of Authorization; Execution; Enforceability Clause in Contracts

Authorization; Execution; Enforceability. Each of Parent, Freedom VCM and Newco BHF has the requisite power and authority to execute and deliver this Agreement and each of the other Transaction Documents to which it is a party. The execution, delivery and performance by each of Parent, Freedom VCM and Newco BHF of this Agreement, the other Transaction Documents to which it is a party, and each of the transactions contemplated hereby or thereby have been duly and validly authorized by all requisite action on the part of such party and no other act or proceeding on the part of such party is necessary to authorize the execution, delivery or performance by such party of this Agreement or any Transaction Document to which it is a party or the consummation of any of the transactions contemplated hereby or thereby. This Agreement, and each other Transaction Document to which Parent, Freedom VCM or Newco BHF is a party have been duly and validly executed and delivered by each such party and, assuming the due and valid execution and delivery of this Agreement and the other applicable Transaction Documents by the other parties hereto and thereto, constitute a valid, legal and binding obligation of such party, enforceable against such party in accordance with its terms, except as the enforceability hereof or thereof may be limited by the General Enforceability Exceptions.

Authorization; Execution; Enforceability. Each of Parent, Freedom VCM and Newco BHF Issuer has the requisite corporate power and authority to execute and deliver this Agreement and each of the other Transaction Documents to which it is a party. The execution, delivery and performance by each of Parent, Freedom VCM and Newco BHF Issuer of this Agreement, the other Transaction Documents to which it Issuer is a party, and each of the transactions contemplated hereby or thereby have been duly and validly authorized by all requisite action on the part of such party Issuer and no other act or proceeding on the part of such party Issuer is necessary to authorize the execution, delivery or performance by such party Issuer of this Agreement or any Transaction Document to which it Issuer is a party or the consummation of any of the transactions contemplated hereby or thereby. This Agreement, Agreement and each other Transaction Document to which Parent, Freedom VCM or Newco BHF Issuer is a party have been duly and validly executed and delivered by each such party Issuer and, assuming the due and valid execution and delivery of this Agreement and the other applicable Transaction Documents by the other parties hereto and thereto, constitute a valid, legal and binding obligation of such partyIssuer, enforceable against such party Issuer in accordance with its terms, except as the enforceability hereof or thereof may be limited by the General Enforceability Exceptions.