Common use of Authorization of Transactions Clause in Contracts

Authorization of Transactions. The Seller has full corporate power and authority to execute and deliver this Agreement and each of the other Transaction Documents to which it is a party and to consummate the transactions contemplated by this Agreement and the other Transaction Documents. JS is competent to execute and deliver this Agreement and each of the other Transaction Documents to which he is a party and to consummate the transactions contemplated by this Agreement and such other Transaction Documents. The board of directors or managers of the Seller has duly approved this Agreement and all other Transaction Documents to which the Seller is a party and the board of directors or managers of the Seller has duly authorized the execution and delivery of this Agreement and all other Transaction Documents to which it is a party and the consummation of the transactions contemplated by this Agreement and the other Transaction Documents. No other corporate proceedings on the part of the Seller are necessary to approve and authorize the execution and delivery of this Agreement or the other Transaction Documents to which it is a party and the consummation of the transactions contemplated by this Agreement and the other Transaction Documents. This Agreement and each other Transaction Document to which any Seller Party is a party has been duly executed and delivered by the Seller Party that is party thereto and constitutes the valid and binding agreements of such Seller Party or Parties, enforceable against such Seller Party or Parties in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). Each Spousal Consent constitutes a legal, valid and binding obligation of JS’s spouse, enforceable against such spouse in accordance with its terms and other than the Spousal Consent, no other approval, document or action is required from JS’s spouse to approve this Agreement or to consummate the transactions contemplated hereby or to cause this Agreement to be legal, valid and binding.

Authorization of Transactions. The Seller Company has full the requisite corporate power and authority to execute and deliver this Agreement and each of the other Transaction Documents Ancillary Agreements to which it is a party and and, subject to the Stockholder Approval, to consummate the transactions contemplated by this Agreement hereunder and the other Transaction Documents. JS is competent to execute and deliver this Agreement and each of the other Transaction Documents to which he is a party thereunder and to consummate the transactions contemplated by this Agreement perform its obligations hereunder and such other Transaction Documentsthereunder. The board of directors or managers of the Seller has Company and, as of the Closing, the stockholders of the Company, have duly approved this Agreement and all other Transaction Documents Ancillary Agreements to which the Seller Company is a party and the board of directors or managers of the Seller has have duly authorized the execution and delivery of this Agreement and all other Transaction Documents Ancillary Agreements to which it the Company is a party and the consummation of the transactions contemplated by this Agreement hereby and thereby. Other than the Stockholder Approval, no other Transaction Documents. No other corporate proceedings on the part of the Seller Company are necessary to approve and authorize the execution and delivery of this Agreement or the other Transaction Documents Ancillary Agreements to which it the Company is a party and the consummation of the transactions contemplated by this Agreement hereby and the other Transaction Documentsthereby. This Agreement has been, and each other Transaction Document upon their execution the Ancillary Agreements to which any Seller Party the Company is a party has been shall have been, duly executed and delivered by the Seller Party that is party thereto Company, and, assuming the due execution and constitutes delivery by the other parties hereto and thereto, this Agreement constitutes, and upon their execution the Ancillary Agreements shall constitute, valid and binding agreements obligations of such Seller Party or Partiesthe Company, enforceable against such Seller Party or Parties the Company in accordance with their terms, subject respective terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfermoratorium, reorganization, moratorium and relief of debtors, or similar Laws affecting the enforcement of general applicability relating to or affecting creditors’ rights generally or by general principles of specific performance, injunctive relief and to general equity principles (the “Bankruptcy and Equity Exception”other equitable remedies). Each Spousal Consent constitutes a legal, valid Assuming the accuracy of the representations and binding obligation warranties of JS’s spouse, enforceable against such spouse in accordance with its terms and other than the Spousal ConsentBuyer Parties set forth herein, no other approvalState Takeover Law, document takeover provisions in the certificate of incorporation or action bylaws of the Company or any takeover provision in any Contracts under which the Company is required from JS’s spouse bound applies to approve the Mergers, this Agreement Agreement, the Ancillary Agreements, or to consummate any of the transactions contemplated hereby or thereby or would otherwise restrict, impair or delay the ability of any of the Buyer Parties to cause this Agreement to be legal, valid and bindingengage in any transaction with the Company.

Authorization of Transactions. The Seller Purchaser has full corporate all requisite organizational power and authority to execute and deliver this Agreement and each of the other Transaction Documents Ancillary Agreements to which it is a party and to consummate the transactions contemplated by this Agreement hereby and thereby. Each of the other Transaction Documents. JS is competent Guarantors has all requisite power and authority to execute and deliver this Agreement and each of the other Transaction Documents Ancillary Agreements to which he it is a party and to consummate the transactions contemplated by this Agreement hereby and such other Transaction Documentsthereby. The board of directors or managers of the Seller Purchaser has duly approved this Agreement and all other Transaction Documents the Ancillary Agreements to which the Seller it is a party and the board of directors or managers of the Seller has duly authorized the execution and delivery of this Agreement and all other Transaction Documents the Ancillary Agreements to which it is a party by the Purchaser and the consummation by the Purchaser of the transactions contemplated by this Agreement hereby and the other Transaction Documentsthereby. No other corporate or other proceedings on the part of the Seller Purchaser are necessary to approve and authorize the execution and delivery by the Purchaser of this Agreement or and the other Transaction Documents Ancillary Agreements to which it is a party and the consummation by the Purchaser of the transactions contemplated by hereby and thereby. Each of this Agreement and the other Transaction Documents. This Agreement and each other Transaction Document Ancillary Agreements to which any Seller Party is they are a party has been duly executed and delivered by each of the Seller Party that is party thereto Purchaser and the Guarantors, as applicable and constitutes the valid and binding agreements agreement of such Seller Party or Partieseach of the Purchaser and the Guarantors, enforceable against such Seller Party or Parties the Purchaser and the Guarantors in accordance with their its terms, subject to except as limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws or other laws of general applicability relating to or application affecting enforcement of creditors’ rights rights, and to as limited by general principles of equity principles (that restrict the “Bankruptcy and Equity Exception”). Each Spousal Consent constitutes a legal, valid and binding obligation availability of JS’s spouse, enforceable against such spouse in accordance with its terms and other than the Spousal Consent, no other approval, document or action is required from JS’s spouse to approve this Agreement or to consummate the transactions contemplated hereby or to cause this Agreement to be legal, valid and bindingequitable remedies.

Authorization of Transactions. The Seller has full corporate all requisite power and authority to execute and deliver enter into this Agreement and each of the other Transaction Documents Related Agreements to which it Seller is a party and to consummate the transactions contemplated Transactions to which Seller is a party. The execution, delivery and performance by Seller of this Agreement and the other Transaction Documents. JS is competent to execute and deliver this Agreement and each of the other Transaction Documents Related Agreements to which he is a party and to consummate the transactions contemplated by this Agreement and such other Transaction Documents. The board of directors or managers of the Seller has duly approved this Agreement and all other Transaction Documents to which the Seller is a party and the board of directors or managers of the Seller has duly authorized the execution and delivery of this Agreement and all other Transaction Documents to which it is a party and the consummation of the transactions contemplated Transactions to which Seller is a party have been duly authorized by this Agreement and the other Transaction Documents. No other all necessary corporate proceedings action on the part of Seller and all necessary action on the part of Seller are necessary Stockholders. The Support Agreements have been duly and validly approved by Seller Board of Directors. The vote required of Seller Stockholders to approve and authorize the execution and delivery of this Agreement, any Related Agreement or the other Transaction Documents to which it Seller is a party and to consummate the consummation Transactions to which Seller is a party is set forth in Section 3.3 of the transactions contemplated by Disclosure Letter (such vote, the “Requisite Stockholder Vote”). No further corporate actions will be required on the part of Seller or any Seller Stockholders for Seller to perform all of its obligations under this Agreement and or any Related Agreement to which Seller is a party or to consummate the other Transaction DocumentsTransactions to which Seller is a party. No action by Seller Stockholders will be required under any Contract to which Seller or, to the Knowledge of Seller, any Seller Stockholder is party or under Applicable Law to irrevocably authorize this Agreement or any of the Related Agreements to which Seller is a party or to consummate the Transactions. This Agreement and each other Transaction Document Related Agreement to which any Seller Party is a party has been duly executed and delivered by Seller and, when executed and delivered by the Seller Party that is party thereto and constitutes other parties thereto, will constitute the valid and binding agreements of such Seller Party or Parties, enforceable against such Seller Party or Parties in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). Each Spousal Consent constitutes a legal, valid and binding obligation of JS’s spouseSeller, enforceable against such spouse in accordance with its terms terms, except as such enforceability may be subject to Applicable Law of general application relating to bankruptcy, insolvency and the relief of debtors and Applicable Law governing specific performance, injunctive relief or other than the Spousal Consent, no other approval, document or action is required from JS’s spouse to approve this Agreement or to consummate the transactions contemplated hereby or to cause this Agreement to be legal, valid and bindingequitable remedies.

Authorization of Transactions. The Seller Each of Parent and the Company has full the right, corporate power and authority to execute and deliver this Agreement and each of the other Transaction Documents to which it is a party and to consummate the transactions contemplated by this hereby and thereby and perform its obligations hereunder and thereunder. This Agreement and the other Transaction Documents. JS is competent to execute and deliver this Agreement and each of the other Transaction Documents to which he is a party and to consummate the transactions contemplated hereby have been duly authorized by this Agreement all necessary corporate action of Parent and such other Transaction Documentsthe Company. The board of directors or managers and sole stockholder of the Seller has duly approved this Agreement and all other Transaction Documents to which the Seller is a party and the board of directors or managers of the Seller has Company have duly authorized the execution and delivery of this Agreement and all other the Transaction Documents to which it is a party and the consummation of the transactions contemplated by this Agreement hereby and thereby and the other Transaction DocumentsCompany’s performance of its obligations hereunder and thereunder. No other corporate proceedings on the part of Parent or the Seller Company are necessary to approve and authorize the execution and delivery of this Agreement or any of the other Transaction Documents to which it is a party and the consummation of the transactions contemplated by hereby and thereby. As of Closing, this Agreement and the all other Transaction Documents. This Agreement and each other Transaction Document Documents to which any Seller Party the Company is a party has have been duly executed and delivered by the Seller Party that is party thereto Company and constitutes constitute the legal, valid and binding agreements of such Seller Party or Partiesthe Company, enforceable against such Seller Party or Parties the Company in accordance with their terms, subject to terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws laws of general applicability relating to or affecting creditors’ rights rights, and to general equity principles (the “Bankruptcy equitable principles, including specific performance and Equity Exception”injunctive and other forms of equitable relief). Each Spousal Consent As of Closing, this Agreement has been duly executed and delivered by Parent and constitutes a the legal, valid and binding obligation agreement of JS’s spouseParent, enforceable against such spouse Parent in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other than the Spousal Consentsimilar laws of general applicability relating to or affecting creditors’ rights, no and to general equitable principles, including specific performance and injunctive and other approval, document or action is required from JS’s spouse to approve this Agreement or to consummate the transactions contemplated hereby or to cause this Agreement to be legal, valid and bindingforms of equitable relief).

Authorization of Transactions. The Seller Each of the Sellers has full corporate power and authority to execute and deliver this Agreement and each of the all other Transaction Documents agreements contemplated hereby to which it is a party and such Sellers are parties and, upon obtaining the Shareholder Approvals, to consummate the transactions contemplated by this hereby and thereby. This Agreement and the all other Transaction Documents. JS is competent agreements contemplated hereby to execute and deliver this Agreement and each which any of the other Transaction Documents to which he Sellers is a party and to consummate the transactions contemplated by this Agreement and such other Transaction Documents. The board of directors or managers of the Seller has duly approved this Agreement and all other Transaction Documents to which the Seller is a party and the board of directors or managers of the Seller has duly authorized the execution and delivery of this Agreement and all other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly approved and authorized by this Agreement and the board of directors of such Sellers and, upon obtaining the Shareholder Approvals, by all other Transaction Documents. No other necessary corporate proceedings on the part of the Seller are necessary to approve and authorize the execution and delivery of this Agreement or the other Transaction Documents to which it is a party and the consummation of the transactions contemplated by this Agreement and the other Transaction Documentsaction. This Agreement and each all other Transaction Document agreements contemplated hereby to which any Seller Party of the Sellers is a party has have been duly executed and delivered by the Seller Party that is party thereto such Sellers and constitutes constitute the valid and binding agreements of such Seller Party or PartiesSellers, enforceable against such Seller Party or Parties Sellers in accordance with their terms, subject to except as enforceability hereof or thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or other laws affecting creditors’ ' rights generally and limitations on the availability of equitable remedies. Upon the execution and delivery by the Sellers at the Closing of all documents to general equity principles be executed by Sellers at Closing pursuant to this Agreement (the “Bankruptcy and Equity Exception”"Seller Closing Documents"). Each Spousal Consent constitutes a , the Seller Closing Documents will constitute the legal, valid and binding obligation of JS’s spouseSellers, enforceable against such spouse Sellers in accordance with its their respective terms except as enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and other than limitations on the Spousal Consentavailability of equitable remedies. Sellers have the absolute and unrestricted right, no other approvalpower, document or action is required from JS’s spouse authority and capacity to approve execute and deliver this Agreement or and the Seller Closing Documents and, except as set forth on Schedule 5.6, to consummate the transactions contemplated hereby or to cause perform their obligations under this Agreement to be legal, valid and bindingthe Seller Closing Documents.

Authorization of Transactions. The Each Seller is a corporation duly incorporated and organized, validly existing and in good standing under the Laws of its jurisdiction of organization and is qualified to do business in every jurisdiction where required, except where the failure to so qualify does not have and would not reasonably be expected to have a material adverse effect on such Seller, and has full corporate power and authority to own and operate the Purchased Assets and execute and deliver this Agreement and each of the other Transaction Documents to which it is a party and to consummate the transactions contemplated by this Agreement hereby and the other Transaction Documents. JS is competent to execute and deliver this Agreement and each of the other Transaction Documents to which he is a party and to consummate the transactions contemplated by this Agreement and such other Transaction Documentsthereby. The board of directors or managers of each Seller and, to the extent necessary, the shareholders of such Seller has have duly approved this Agreement and all other Transaction Documents to which the such Seller is a party and the board of directors or managers of the Seller has have duly authorized the execution and delivery of this Agreement and all other Transaction Documents to which it such Seller is a party and the consummation of the transactions contemplated by this Agreement hereby and the other Transaction Documentsthereby. No other corporate proceedings on the part of the any Seller are necessary to approve and authorize the execution and delivery of this Agreement or the other Transaction Documents to which it is a party and the consummation of the transactions contemplated by this Agreement hereby and the other Transaction Documentsthereby. This Agreement and each other Transaction Document to which any Seller Party is a party has have been duly executed and delivered by the such Seller Party that is party thereto and constitutes constitute the valid and binding agreements of such Seller Party or PartiesSeller, enforceable against such Seller Party or Parties in accordance with their terms, subject except as may be limited by the Enforceability Exceptions. Additionally, each Seller hereby warrants and represents that it has the authority to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium execute and similar Laws enter into Section 5.3 on behalf of general applicability relating to or affecting creditors’ rights itself and to general equity principles (the “Bankruptcy and Equity Exception”). Each Spousal Consent constitutes a legal, valid and binding obligation each other Subsidiary of JS’s spouse, enforceable against such spouse in accordance with its terms and other than the Spousal Consent, no other approval, document or action is required from JS’s spouse to approve this Agreement or to consummate the transactions contemplated hereby or to cause this Agreement to be legal, valid and bindingMSC.

Authorization of Transactions. The Seller has full corporate power execution, delivery and authority to execute and deliver this Agreement and each of the other Transaction Documents to which it is a party and to consummate the transactions contemplated by this Agreement and the other Transaction Documents. JS is competent to execute and deliver this Agreement and each of the other Transaction Documents to which he is a party and to consummate the transactions contemplated by this Agreement and such other Transaction Documents. The board of directors or managers of the Seller has duly approved this Agreement and all other Transaction Documents to which the Seller is a party and the board of directors or managers of the Seller has duly authorized the execution and delivery performance of this Agreement and all of the other Transaction Documents agreements and instruments contemplated hereby to which it Seller is a party have been duly authorized by the Seller, and no other act or proceeding on the part of Seller is necessary to authorize the execution, delivery or performance of this Agreement or the other agreements contemplated hereby and the consummation of the transactions contemplated by this Agreement and the other Transaction Documents. No other corporate proceedings on the part of the Seller are necessary to approve and authorize the execution and delivery of this Agreement hereby or the other Transaction Documents to which it is a party and the consummation of the transactions contemplated by this Agreement and the other Transaction Documentsthereby. This Agreement and each other Transaction Document to which any Seller Party is a party has been duly executed and delivered by the Seller Party that is party thereto and Xxxxx and constitutes the valid and binding agreements of such Seller Party or Parties, enforceable against such Seller Party or Parties in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). Each Spousal Consent constitutes a legal, valid and binding obligation of JS’s spouseSeller and Xxxxx, enforceable against such spouse in accordance with its terms, and each of the other agreements and instruments contemplated hereby to which Seller or Xxxxx is a party, when executed and delivered by Seller or Xxxxx, in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of Seller or Xxxxx, as the case may be, enforceable in accordance with its respective terms. Seller holds its interests in the Company subject to a trust agreement that is valid, existing, and enforceable under the laws of the State of Oklahoma, and that provides its trustees with all necessary power and authority to execute, deliver, and perform its obligations under this Agreement and the other agreements contemplated hereby to which it is a party. Each Person executing this Agreement and such other agreements contemplated hereby on behalf of Seller is a duly appointed, qualified, and acting trustee of Seller, with all requisite power and authority to execute, deliver, and perform all obligations of Seller under this Agreement and such other agreements contemplated hereby. The copies of the trust instruments and other than organizational documents relating to Seller which have been furnished to Buyer reflect all amendments made thereto prior to the Spousal Consent, no other approval, document or action is required from JS’s spouse to approve date of this Agreement or to consummate the transactions contemplated hereby or to cause this Agreement to be legal, valid and bindingare correct and complete.

Authorization of Transactions. The Seller Company has full corporate power and authority to execute and deliver this Agreement and each of the other Transaction Documents to which it is a party and to consummate the transactions contemplated by this Agreement and the other Transaction Documents. JS is competent to execute and deliver this Agreement and each of the other Transaction Documents to which he is a party and to consummate the transactions contemplated by this Agreement and such other Transaction Documents. The board of directors or managers of the Seller has duly approved this Agreement and all other Transaction Documents to which the Seller is a party and the board of directors or managers of the Seller has duly authorized the execution and delivery of this Agreement and all other Transaction Documents to which it is a party party, to perform its obligations hereunder and the consummation of thereunder and to consummate the transactions contemplated by this Agreement herein and therein. Except for obtaining approval as required under the HSR Act, (i) the Company has full power and authority to execute and deliver all other Transaction Documents. No Documents to which the Company is or will be a party and to perform its obligations hereunder and thereunder and (ii) no other corporate proceedings proceeding or action on the part of the Seller are Company is necessary to approve and authorize the Company’s execution and delivery of any other Transaction Document to which the Company is or will be a party or the performance of the Company’s obligations hereunder or thereunder. Simultaneously with the execution and delivery of this Agreement, the Company has obtained approval of this Agreement and the transactions contemplated hereby pursuant to the Shareholder Consent, and no additional authorization, approval, ratification or other action is required by the Shareholders in order to complete the transactions contemplated by this Agreement. This Agreement and all other Transaction Documents to which it the Company is or will be a party and the consummation of the transactions contemplated by this Agreement and the other Transaction Documents. This Agreement and each other Transaction Document to which any Seller Party is a party has been have been, or will be at Closing, duly executed and delivered by the Seller Party that is party Company and, assuming the due authorization, execution and delivery hereof and thereof by the parties thereto other than the Company, constitute or, upon execution and constitutes delivery, will constitute the valid and binding agreements of such Seller Party or Partiesthe Company, enforceable against such Seller Party or Parties the Company in accordance with their terms, subject to except as enforceability hereof or thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to insolvency or other laws affecting creditors’ rights generally and to general equity principles (limitations on the “Bankruptcy and Equity Exception”). Each Spousal Consent constitutes a legal, valid and binding obligation availability of JS’s spouse, enforceable against such spouse in accordance with its terms and other than the Spousal Consent, no other approval, document or action is required from JS’s spouse to approve this Agreement or to consummate the transactions contemplated hereby or to cause this Agreement to be legal, valid and bindingequitable remedies.

Authorization of Transactions. The Seller has full power and authority (including, if applicable, full corporate power and authority authority) to execute and deliver this Agreement and each of the other Transaction Documents Document to which it is a party and to consummate perform its obligations hereunder and thereunder. Without limiting the transactions contemplated by this Agreement and the other Transaction Documents. JS is competent to execute and deliver this Agreement and each generality of the other Transaction Documents to which he is a party and to consummate foregoing, the transactions contemplated by this Agreement and such other Transaction Documents. The board Board of directors or managers Directors of the Seller has duly approved this Agreement and all other Transaction Documents to which the Seller is a party and the board of directors or managers of the Seller has duly authorized the execution execution, delivery, and delivery performance by Seller of this Agreement and all other the Transaction Documents to which it Seller is a party and the consummation of the transactions contemplated by this Agreement and the other Transaction Documents. No other corporate proceedings on the part of the Seller are necessary to approve and authorize the execution and delivery of this Agreement or the other Transaction Documents to which it is a party and the consummation of the transactions contemplated by this Agreement and the other Transaction Documentsparty. This Agreement and each other Transaction Document to which any Seller Party is a party has been duly executed and delivered by the Seller Party that is party thereto and constitutes constitute the valid and legally binding agreements obligations of such Seller Party or Parties, enforceable against such Seller Party or Parties in accordance with their termsits respective terms and conditions, subject to except the enforceability thereof may be limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to insolvency or other laws affecting creditors’ rights generally or by general principles of equity. Seller has (i) all requisite entity power and authority, and all Permits necessary to own and operate its business and to general equity principles carry on its business as now conducted and (ii) all requisite entity power and authority to execute and deliver each Transaction Document to which it is a party and any and all instruments necessary or appropriate in order to effectuate fully the “Bankruptcy and Equity Exception”). Each Spousal Consent constitutes a legal, valid and binding obligation of JS’s spouse, enforceable against such spouse in accordance with its terms and other than conditions of each such Transaction Document and all related transactions and to perform its obligations under each such Transaction Document. There is no (a) Proceeding pending or threatened in writing by or against Seller or any of its Affiliates or any of its or their respective properties, rights or assets, or (b) Order outstanding to which Seller or any of its Affiliates or any of its or their respective properties or assets is subject, that in any such case has, or would reasonably be expected to have, a material adverse impact on the Spousal Consent, no other approval, document or action is required from JS’s spouse to approve this Agreement or ability of Seller to consummate the transactions contemplated hereby or otherwise perform its obligations under this Agreement. All information, including applications (including all exhibits, schedules and other attachments thereto), submissions, statements, certifications and other correspondence, submitted to, directly or indirectly, any lender, banking institution and/or Governmental or Licensing Authority with respect to cause this Agreement to be legalthe Coronavirus Aid, valid Relief and bindingEconomic Security Act of 2020 (the “CARES Act”) and the Paycheck Protection Program Flexibility Act of 2020 (the “Flexibility Act”) are true, correct and complete in all respects.