Common use of Authorization Clause in Contracts

Authorization. The Seller has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of the Seller.

Authorization. The Seller Buyer has all the requisite corporate right, power and authority to execute, deliver and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of the SellerBuyer.

Authorization. The Seller has all requisite corporate power and authority to execute, execute and deliver this Agreement and to perform its obligations under this Agreementhereunder. The execution, execution and delivery and performance by Seller of this Agreement, Agreement and the consummation by Seller of the transactions transaction contemplated hereby, hereby have been duly and validly authorized by all necessary corporate action on the part of the Seller. This Agreement has been duly and validly executed and delivered by Seller and constitutes a valid and binding obligation of Seller, enforceable against it in accordance with its terms.

Authorization. The Seller has all requisite full corporate power and corporate authority to execute, deliver enter into this Agreement and perform its obligations under this Agreementhereunder and carry out the transactions contemplated hereby. The execution, delivery and performance by Seller of this Agreement, Agreement and the consummation of the transactions contemplated hereby, including the conveyance, assignment, transfer and delivery of the Purchased Assets, have been duly authorized and approved by all necessary corporate action on the part action, and this Agreement, when executed, will constitute a valid and binding obligation of the SellerSeller enforceable against Seller in accordance with its terms.

Authorization. The Seller has all requisite corporate power and authority to enter into, execute, deliver deliver, and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, have This Agreement has been duly authorized and validly executed and delivered by all necessary corporate action on Seller and is the part valid and binding legal obligation of Seller enforceable against Seller in accordance with its terms, subject to bankruptcy, moratorium, principles of equity and other limitations limiting the Sellerrights of creditors generally.

Authorization. The Seller has all requisite corporate power and authority to execute, deliver and perform its obligations under this AgreementAgreement and all other agreements to be executed and delivered by it hereunder or in connection herewith. The execution, delivery and performance of this Agreement, Agreement and the consummation of the transactions all other agreements contemplated hereby, hereby have been duly authorized authorized, executed and delivered by all necessary corporate action on Seller and are the part legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the Sellerrights of creditors generally and by general principles of equity.

Authorization. The Seller has all requisite full corporate or company power and authority to execute, deliver enter into and perform its obligations under this Agreement. The , and has taken all actions necessary to authorize its execution, delivery and performance of this Agreement, Agreement and the consummation of the transactions contemplated hereby, by this Agreement have been duly and validly authorized by all necessary corporate action on the part of the Seller.

Authorization. The Seller has all requisite corporate full right, power and authority to execute, deliver enter into and perform its obligations under this AgreementAgreement and the transactions contemplated hereby. The All necessary corporate action to approve the execution, delivery and performance of this Agreement, Agreement and the consummation of the transactions transaction contemplated herebyhereby has been taken by Seller, have been duly authorized by all necessary corporate action on the part and this Agreement constitutes a valid and binding agreement of the Seller.Seller enforceable in accordance with its terms; (c)

Authorization. The Seller has all requisite corporate power possesses the legal right and authority capacity to execute, deliver and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement, without obtaining any approval, authorization, consent or waiver or giving any notice. The Seller has taken all action required by applicable law or otherwise to be taken to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, have . This Agreement has been duly authorized executed and delivered by all necessary corporate action on the part Seller and constitutes the legal, valid and binding obligations of the Seller.

Authorization. The Seller has all requisite corporate power and authority the full capacity to execute, deliver enter into and perform its obligations under this AgreementAgreement and to contribute and transfer the Shares as herein provided. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, have Agreement has been duly authorized by all necessary corporate action on the part of Seller. This Agreement is the valid and binding obligation of Seller, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforceability of creditors’ rights generally, and by equitable principles.

Authorization. The Seller has all requisite corporate full partnership power and authority to ------------- execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated in this Agreement. The execution, delivery and performance of this Agreement, Agreement and the consummation of the transactions contemplated hereby, by this Agreement on the part of Seller have been duly and validly authorized and approved by all necessary corporate action on the part of Seller and the general partner of its constituent partners. This Agreement has been duly and validly executed and delivered by Seller, and is the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms.

Authorization. The Seller has all requisite All corporate power and authority action necessary to execute, deliver and perform its obligations under this Agreement. The authorize the execution, delivery and performance of this AgreementAgreement by Seller, and the consummation of the transactions contemplated hereby, hereby will have been duly authorized and validly taken by all necessary corporate action on Seller, and Seller will have full power and right to sell the part of the SellerPurchased Assets as contemplated hereby.

Authorization. The Each Seller has all requisite corporate power the right, power, capacity (legal or otherwise) and authority to execute, execute and deliver this Agreement and perform its obligations under this Agreementto consummate the transactions contemplated hereby. The execution, execution and delivery and performance of this Agreement, Agreement and the consummation of the transactions contemplated hereby, hereby have been duly and validly authorized by all necessary corporate organizational action by each Seller and no other organizational actions on the part of any Seller are necessary to authorize, execute and deliver this Agreement or to consummate the Sellertransactions contemplated hereby.

Authorization. The Seller has all requisite corporate power and authority to execute, deliver enter into this Agreement and perform its obligations under this Agreementto consummate the transactions contemplated hereby. The execution, execution and delivery and performance of this Agreement, Agreement and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Seller and no further actions are required on the part of Seller or any of its stockholders to authorize the Agreement, any related agreements to which it is a party and the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller and constitutes a valid and binding obligation of Seller, enforceable in accordance with its terms.

Authorization. The Seller has and Company have all requisite corporate necessary power and authority to execute, deliver and perform its their respective obligations under this Agreement. The executionAgreement and any and all agreements, delivery instruments and performance of this Agreement, and the consummation of the transactions documents contemplated hereby, have been duly authorized by all necessary corporate action on the part and this Agreement constitutes a valid and binding obligation of the SellerSeller and Company.

Authorization. The Seller has all requisite corporate power full authority and authority capacity to execute, execute and deliver this Agreement and to perform its obligations under this Agreement. The execution, delivery hereunder and all actions required to authorize the execution and performance of all obligations of it under this Agreement, Agreement and any other agreements and documents to which it is a party and the consummation execution of the transactions which is contemplated hereby, hereunder have been duly authorized taken. This Agreement has been duly executed and delivered by all necessary corporate action on the part of the Seller, and this Agreement constitutes the legal, valid and binding obligation of it enforceable against it in accordance with its terms.

Authorization. The Seller has all the requisite corporate right, power and authority to execute, deliver and perform its the Seller’s obligations under this Agreement. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of the Seller.

Authorization. The Seller has all the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreementthe Transaction Documents and to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreementthe Transaction Documents, and the consummation of the transactions contemplated herebythereby, have been duly authorized by all necessary corporate action on the part of the Seller.

Authorization. The Seller has all requisite the corporate power and authority to execute, deliver enter into and perform its obligations under this AgreementAgreement and the transactions contemplated hereby. The execution, delivery and performance of this Agreement, Agreement and the consummation of the transactions contemplated hereby, hereby and all documents and instruments evidencing such transactions have been duly and validly authorized by all necessary requisite corporate action on the part of the Seller. This Agreement has been duly executed and delivered on behalf of Seller, and at Closing all documents and instruments required hereunder to be executed and delivered by Seller shall have been fully executed and delivered.

Authorization. The Seller has all requisite full corporate power and authority under its certificate of incorporation and bylaws, and with subsequent approval of the board of directors and shareholders of Seller will have taken all necessary action, to execute, authorize Seller to execute and deliver and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement, and the consummation of to consummate the transactions contemplated hereby, have been duly authorized hereby and to take all actions required to be taken by all necessary corporate action on Seller pursuant to the part provisions hereof. This Agreement constitutes the valid and binding obligation of the SellerSeller enforceable in accordance with its terms.

Authorization. The Seller has all requisite full corporate power and authority to execute, execute and deliver this Agreement and each Closing Document and to perform its obligations under this Agreementhereunder and thereunder. The execution, delivery and performance by Seller of this Agreement, Agreement and the consummation of the transactions contemplated hereby, each Closing Document have been duly and validly authorized by all necessary corporate action on the part Seller’s board of the Sellerdirectors and, if necessary, its shareholders.

Authorization. The Seller has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement. The execution, Seller has taken all action required by law or otherwise to be taken to authorize the Seller's execution and delivery and performance of this Agreement, Agreement and the Seller's consummation of the transactions contemplated hereby. This Agreement is, have been duly authorized by all necessary corporate action on and when executed and delivered, the part Instruments of Conveyance will be, the legal, valid and binding obligation of the Seller, enforceable in accordance with their respective terms.

Authorization. The Seller has all requisite necessary corporate power and ------------- authority and has taken all corporate action necessary to executeenter into the Transaction Documents, deliver to consummate the transactions contemplated thereby and to perform its obligations under this Agreementthereunder. The execution, delivery This Agreement and performance of this Agreement, and the consummation of the transactions contemplated hereby, have each applicable Transaction Document has been duly authorized authorized, executed and delivered by all necessary corporate action on the part Seller and is a legal, valid and binding obligation of the SellerSeller enforceable against Seller in accordance with its terms.

Authorization. The Seller has all the requisite corporate power and authority authority, to execute, deliver and perform its obligations under this Agreement. The execution, delivery and performance by Seller of this Agreement, and the consummation of the transactions contemplated hereby, have Agreement has been duly authorized by all necessary corporate action of Seller, and no other act or proceeding on the part of Seller or its members is necessary to authorize the Sellerexecution, delivery or performance by Seller of this Agreement.

Authorization. The Seller has all requisite full corporate power and authority to execute, deliver deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated in this Agreement. The execution, delivery delivery, and performance of this Agreement, Agreement and the consummation of the transactions contemplated hereby, in this Agreement on the part of Seller have been duly and validly authorized and approved by all necessary corporate action on the part of Seller. This Agreement has been duly and validly executed and delivered by Seller and is the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms.

Authorization. The Each Seller has all requisite corporate power the absolute and unrestricted right, power, capacity (legal or otherwise) and authority to execute, execute and deliver this Agreement and perform its obligations under this Agreementto consummate the transactions contemplated hereby. The execution, execution and delivery and performance of this Agreement, Agreement and the consummation of the transactions contemplated hereby, hereby have been duly and validly authorized by all necessary corporate organizational action by each Seller and no other organizational actions on the part of any Seller are necessary to authorize, execute and deliver this Agreement or to consummate the Sellertransactions contemplated hereby.

Authorization. The Seller has all requisite corporate partnership power and partnership authority to execute, execute and deliver this Agreement and perform its obligations under this Agreementthe other agreements and instruments to be executed and delivered by it hereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller of this AgreementAgreement and such other agreements and instruments has been duly and validly authorized by the partners of Seller, and the consummation no other partnership action or authorization on behalf of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of the SellerSeller is required in connection therewith.

Authorization. The Seller has all requisite corporate power and authority to executeexecute and deliver this Agreement, deliver and to perform its obligations under this Agreementhereunder and to consummate the transactions contemplated hereby. The execution, execution and delivery and performance of this Agreement, Agreement and the consummation of the transactions contemplated hereby, hereby have been duly authorized by all necessary requisite corporate action on the part of the Seller. This Agreement has been duly and validly executed and delivered by the Seller and this Agreement constitutes the legal, valid and binding obligations of the Seller, enforceable against it in accordance with their respective terms.

Authorization. The Seller has all requisite corporate necessary power and authority to execute, deliver enter into and perform its obligations under this Agreementthe transactions contemplated hereby in accordance with the terms and conditions hereof. The execution, execution and delivery and performance of this Agreement, and the consummation performance by the Seller of the transactions contemplated herebyeach of its obligations contained herein, have been duly authorized approved by all necessary corporate action on the part Board of Directors of the Seller. Except only the vote of the shareholders of Seller, no other corporate authorization from the Seller is required for the execution and delivery of this Agreement or the performance of its obligations hereunder.

Authorization. The Seller has all requisite corporate power and authority to executeexecute this Agreement, deliver to carry out and perform its obligations under this AgreementAgreement and to consummate the transactions contemplated to be performed by it hereunder. The execution, delivery and performance by Seller of this Agreement, and the consummation of the transactions contemplated herebyhereunder, have been duly and validly authorized by all necessary corporate action on the part of the Seller.

Authorization. The Seller has all requisite corporate the power and authority authority, and Shareholders have the capacity and legal right, to execute, deliver and perform its obligations under this AgreementAgreement and to consummate the Asset Purchase. The This Agreement has been executed and delivered by the Seller and Shareholders and constitutes the valid and binding obligation of each of them. Seller's Board of Directors and the Shareholders have approved the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized Agreement by all necessary corporate action on the part of the Seller.

Authorization. The Seller has all requisite shall have the corporate power and authority to execute, deliver consummate the transactions and perform its obligations under contemplated by this Agreement. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of the Seller.

Authorization. The Seller has all requisite corporate power and authority to execute, deliver and perform its obligations under this AgreementAgreement and the other Transaction Documents. The execution, delivery and performance of this AgreementAgreement and the other Transaction Documents, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of the Seller.

Authorization. The Company and each Seller has all the requisite corporate power and authority to executeenter into this Agreement, deliver and to perform its obligations under this Agreementhereunder, and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, Agreement by the Company and the consummation of the transactions contemplated hereby, have each Seller has been duly authorized by all necessary corporate action on the part of the Company and such Seller.

Authorization. The Seller has all requisite full corporate power and authority to execute, deliver enter into this Agreement and perform its obligations under this Agreementcarry out the transactions contemplated hereby. The execution, Board of Directors of Seller has duly authorized the execution and delivery and performance by Seller of this Agreement, the performance by Seller of its obligations hereunder and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of the Seller.

Authorization. The Seller has all requisite corporate power and authority to execute, deliver deliver, and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement, Agreement and the consummation by Seller of the transactions contemplated herebyContemplated Transactions and the Ancillary Agreements, have been duly authorized by all necessary corporate requisite action on of Seller. Upon execution and delivery by the part Company of the SellerAncillary Agreements, they will constitute legal, valid and binding obligations of the Company, enforceable against it in accordance with their terms.

Authorization. The Each Seller has all the requisite corporate power and authority to executeenter into this Agreement, deliver and to perform its obligations under this Agreementhereunder, and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, have Agreement by each Seller has been duly authorized by all necessary corporate action on the part of the such Seller.

Authorization. The Seller has all requisite full and complete legal capacity, right, and corporate power to enter into this Agreement and authority to executeconsummate the transactions contemplated hereby, deliver and perform Seller has taken all action required to be taken by it by law, its obligations under this Agreement. The executionCertificate of Incorporation or By Laws, or otherwise to authorize or ratify the execution and delivery and performance of this Agreement, Agreement and the consummation of the transactions contemplated hereby. Further, have been duly authorized by all necessary corporate action on the part offer and sale of the SellerStock to Buyer does not constitute a violation of any state of federal securities laws or any Blue Sky laws.

Authorization. The Seller has all requisite full corporate power power, authority and authority capacity to executeenter into this Agreement and the agreements, deliver documents and instruments contemplated hereby and perform its obligations under this Agreementhereunder and thereunder. The execution, delivery and performance of this Agreement, Agreement and the consummation of the all other agreements and transactions contemplated hereby, hereby have been duly authorized and approved by all necessary corporate action on the part Board of Directors and the shareholders of the Seller, if necessary. No other corporate proceedings on its part are necessary to authorize this Agreement and the transactions contemplated hereby and this Agreement constitutes a valid and binding Agreement of the Seller enforceable in accordance with its terms. .

Authorization. The Seller has all requisite corporate power the absolute and unrestricted right, power, capacity (legal or otherwise) and authority to execute, execute and deliver this Agreement and perform its obligations under this Agreementto consummate the transactions contemplated hereby. The execution, execution and delivery and performance of this Agreement, Agreement and the consummation of the transactions contemplated hereby, hereby have been duly and validly authorized by all necessary corporate action by Seller and no other corporate actions on the part of Seller are necessary to authorize, execute and deliver this Agreement or to consummate the Sellertransactions contemplated hereby.

Authorization. The Seller has all requisite the corporate power and authority to execute, deliver enter into and perform its obligations under this AgreementAgreement and the transactions contemplated hereby. The execution, delivery and performance of this Agreement, Agreement and the consummation of the transactions contemplated hereby, hereby have been duly and validly authorized by all necessary requisite corporate action on the part of the Seller. This Agreement has been duly executed and delivered on behalf of Seller, and at Closing all documents and instruments required hereunder to be executed and delivered by Seller shall have been fully executed and delivered.

Authorization. The Seller has all requisite corporate power and authority to executeexecute and deliver this Agreement, deliver and to perform its obligations under this Agreement. The execution, delivery and performance of this Agreementhereunder, and the consummation of to consummate the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of the Sellerthis Agreement.

Authorization. The Seller has all requisite corporate the right, power and authority to execute, deliver and perform its obligations under this AgreementAgreement and to consummate the transactions contemplated herein. The execution, delivery and performance of this Agreement, Agreement and the consummation of the transactions contemplated hereby, herein have been duly and validly authorized by all necessary corporate action on the part of Seller. This Agreement is, and any other documents and instruments required hereby will be, when executed and delivered by the parties, the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms.

Authorization. The Seller has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement. The execution, delivery and performance of this AgreementAgreement by Seller is within Seller’s corporate power, and the consummation of the transactions contemplated hereby, have has been duly authorized by all necessary corporate action on the part of the SellerSeller and constitutes a valid and legally binding obligation of Seller enforceable in accordance with its terms.

Authorization. The Seller has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement. The execution, delivery delivery, and performance by Seller of this Agreement, Agreement and the consummation of the transactions contemplated hereby, hereby (a) are within Seller’s corporate powers and (b) have been duly authorized by all necessary corporate action on the part of the Seller.

Authorization. The Seller has all requisite necessary corporate power and authority to execute, deliver enter into this Agreement and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement, and the consummation of has taken all corporate action necessary to consummate the transactions contemplated hereby, have hereby and to perform his obligations hereunder. This Agreement has been duly authorized executed and delivered by all necessary corporate Seller and is a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally or by equitable principles (whether considered in an action on the part of the Sellerat law or in equity).

Authorization. The Seller has all requisite corporate power and authority to executeenter into this Agreement and all documents and instruments entered into by Seller pursuant to this Agreement, deliver to consummate the Contemplated Transactions, and to perform its obligations under this Agreementthereunder. The All acts and proceedings required to be taken by Seller and the Companies for the authorization, execution, delivery and performance of this AgreementAgreement have been taken. This Agreement and all documents and instruments delivered hereunder are legal, valid and binding on Seller, and the consummation of the transactions contemplated hereby, have been duly authorized enforceable by all necessary corporate action on the part of the SellerPurchaser post-Closing in accordance with their respective terms.

Authorization. The Seller has all requisite full corporate power and authority to executeenter into this Agreement, deliver to consummate the transactions contemplated hereby and to perform its obligations under this Agreementhereunder. The execution, delivery and performance of this Agreement, Agreement and the consummation of the transactions contemplated hereby, hereby by Seller have been duly authorized by all necessary requisite corporate action on the part of Seller, and no approval of the stockholders of Seller is required in connection herewith. When this Agreement has been duly executed and delivered by Seller, it will be a valid and binding obligation of Seller enforceable against it in accordance with its terms.

Authorization. The Seller and Company has all requisite corporate necessary power and authority to execute, deliver and perform its his obligations under this Agreement. The executionAgreement and any and all agreements, delivery instruments and performance of this Agreementdocuments contemplated hereby and to sell and deliver the Company Shares being sold hereunder, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part this Agreement constitutes a valid and binding obligation of the Seller.

Authorization. The Seller has all requisite corporate the power and authority authority, and its stockholders have granted to it the capacity and legal right, to execute, deliver and perform this Agreement and to consummate the Asset Purchase. This Agreement has been executed and delivered by the Seller and constitutes the valid and binding obligation of it. Seller's Board of Directors and a majority of its obligations under this Agreement. The stockholders have approved the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized Agreement by all necessary corporate action on the part of the Seller.

Authorization. The Seller has all the requisite corporate power and authority and is legally competent to execute, deliver and perform this Agreement and each of the other Transaction Documents to which he is a party and to consummate the Transactions. The Company has the requisite power and authority to execute, deliver and perform its obligations under this Agreement. The , and the execution, delivery and performance of this Agreement, Agreement by the Company and the consummation of the transactions Transactions as contemplated hereby, by this Agreement have been duly authorized by all necessary corporate action on the part of the SellerCompany.

Authorization. The Seller has all requisite corporate the full right, power and authority to executesell, transfer and deliver the Securities and perform its obligations under this Agreement. The has duly authorized the execution, delivery and performance of this AgreementAgreement and of each of the Related Agreements, the sale, transfer and delivery of the Securities, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of the Sellerhereby and thereby.

Authorization. The Seller has all requisite full corporate power and authority to execute, deliver enter into this Agreement and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement, and the consummation of carry out the transactions contemplated hereby, have been . Seller has duly authorized by all necessary corporate action on the part execution and delivery of the SellerTransaction Documents, the performance by Seller of its obligations under the Transaction Documents and the transactions contemplated hereby.

Authorization. The Seller has all requisite corporate power and authority to execute, deliver enter into this Agreement and to perform its obligations under this Agreementhereunder. The execution, execution and delivery and performance by Seller of this Agreement, Agreement and the its consummation of the transactions contemplated hereby, hereby have been duly authorized by all necessary corporate action on the part of the Seller. This Agreement has been duly executed and delivered by Seller and is a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms.

Authorization. The Seller has all requisite corporate necessary power and authority to execute, deliver deliver, and perform its Seller’s obligations under this Agreement. The executionAgreement and all agreements, delivery and performance of this Agreementinstruments, and the consummation of the transactions documents contemplated hereby, have been duly authorized by all necessary corporate action on and to sell and deliver the part Shares being repurchased hereunder. This Agreement constitutes a valid, binding, and enforceable obligation of the Seller.

Authorization. The Seller has all requisite corporate the power and authority to execute, execute and deliver this Agreement and to perform its obligations under this Agreement. The executionhereunder, delivery and performance all of this Agreement, and the consummation of the transactions contemplated hereby, which have been duly authorized by all necessary corporate action on the part requisite action. This Agreement has been duly authorized, executed and delivered by Seller and constitutes its valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of the Sellergeneral applicability relating to or affecting creditors’ rights and to general equity principles.

Authorization. The Seller has all requisite full corporate power and authority to execute, deliver enter into this Agreement and perform its obligations under this Agreementto carry out the transactions contemplated hereby. The execution, Seller has taken all necessary action to authorize the execution and delivery and performance of this Agreement, Agreement and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part and this Agreement is a legal, valid and binding agreement of the SellerSeller enforceable in accordance with its terms.

Authorization. The Each Seller has all the requisite corporate power and authority authority, to execute, deliver and perform its obligations under this Agreement. The execution, delivery and performance by each Seller of this Agreement, and the consummation of the transactions contemplated hereby, have Agreement has been duly authorized by all necessary corporate action of each Seller, and no other act or proceeding on the part of each Seller is necessary to authorize the Sellerexecution, delivery or performance by each Seller of this Agreement.

Authorization. The Seller has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement, the ▇▇▇▇ of Sale and the Royalty Payment Instruction. The execution, delivery and performance of this Agreement, the ▇▇▇▇ of Sale and the Royalty Payment Instruction and the consummation of the transactions contemplated herebyhereby and thereby, have been duly authorized by all necessary corporate action on the part of the Seller.

Authorization. The Seller has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of the Seller. The Seller has the requisite corporate power and authority and has taken all requisite corporate action necessary for, and no further action on the part of the Seller, its officers, directors and stockholders is necessary for, the authorization, issuance (or reservation for issuance) and delivery of the Securities.

Authorization. The Seller has all requisite corporate power and authority to execute, execute and deliver and perform its obligations under this Agreement. The executionAll necessary action, corporate or otherwise, required to have been taken by or on behalf of the Seller under any applicable law, its charter documents or otherwise to authorize (a) the approval, execution and delivery and performance on its behalf of this Agreement, and (b) its performance of its obligations under this Agreement has been taken. This Agreement constitutes the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part valid and binding agreement of the Seller, enforceable against it in accordance with its terms.

Authorization. The Each Seller has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of the SellerSellers.

Authorization. The Seller has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement. The Seller's execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, Agreement have been duly authorized by all necessary corporate action on and shareholder action. The Seller has all the part franchises, licenses and permits for the conduct of its business, the failure of which to have would materially and adversely affect the Seller's business.

Authorization. The Seller has all requisite full corporate power and authority to execute, (i) execute and deliver this Agreement and to perform its respective obligations under this Agreementhereunder, and (ii) own and operate its respective assets, properties and business and carry on its respective business as presently conducted. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, Agreement have been duly authorized by all necessary corporate company action on the part of the Seller, including manager and member (where required) authorization.

Authorization. The Seller has all requisite corporate necessary right, power and ------------- authority to execute, deliver and perform its obligations under enter into this Agreement. The execution, delivery and performance by Seller of this Agreement, and the consummation of the transactions contemplated hereby, have Agreement has been duly authorized by all necessary requisite corporate action on the part of Seller. This Agreement constitutes the valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms.

Authorization. The Each of the Seller and ▇▇▇▇▇ has all requisite corporate full power and authority authority, corporate (in the case of the Seller) and other, to execute, execute and deliver this Agreement and to perform its obligations under this Agreement. The executionhereunder, delivery and performance all of this Agreement, and the consummation of the transactions contemplated hereby, which have been duly authorized by all necessary requisite corporate action on the part of Seller. This Agreement has been duly authorized, executed and delivered by the SellerSeller and ▇▇▇▇▇ and constitutes a valid and binding agreement of the Seller and ▇▇▇▇▇, enforceable against them in accordance with its terms.

Authorization. The Each Seller represents as to itself that it has all requisite corporate necessary power and authority and has taken all corporate action necessary to executeenter into this Agreement, deliver to sell its Shares to Buyer, and to perform its obligations under this Agreement. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, have This Agreement has been duly authorized executed and delivered by all necessary corporate action on such Seller and is a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, other than with respect to the part of the SellerRemedies Exceptions.

Authorization. The Seller has all requisite corporate power and authority to execute, deliver deliver, and perform its obligations under this Agreement. The execution, delivery delivery, and performance of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of the Seller.

Authorization. The Seller has all requisite the corporate power and authority to execute, execute and deliver this Agreement and each other agreement or instrument to be executed in connection herewith and to perform its obligations under this Agreement. The executionhereunder and thereunder, delivery and performance all of this Agreement, and the consummation of the transactions contemplated hereby, which have been duly authorized by all necessary requisite corporate action on action. This Agreement and each other agreement or instrument to be executed in connection herewith has been duly authorized, executed and delivered by the part Seller and constitutes a valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms.

Authorization. The Such Seller has all requisite corporate power and authority to execute, deliver and perform its obligations under this AgreementAgreement and the other Transaction Documents to which it is a party. The execution, delivery and performance of this AgreementAgreement and the other Transaction Documents to which such Seller is a party, and the consummation of the transactions contemplated herebyhereby and thereby, have been duly authorized by all necessary corporate action on the part of the such Seller.

Authorization. The Seller has all requisite corporate power and authority authority, and has taken all corporate action necessary, to execute, execute and deliver and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement, and to consummate or cause the consummation of the transactions contemplated hereby, hereby and to perform their respective obligations hereunder. The execution and delivery by Seller of this Agreement and the consummation by it of the transactions contemplated hereby have been duly authorized approved by all necessary corporate action on its part and no other corporate proceedings on the part of any Seller are necessary to authorize this Agreement or to consummate the Sellertransactions contemplated hereby.

Authorization. The Seller has all requisite the full corporate power and authority ------------- to executeown its property and carry on the Business as currently conducted, and to execute and deliver the Transaction Documents and to perform its obligations under this Agreementhereunder. The Such execution, delivery and performance of this Agreement, and by the consummation of the transactions contemplated hereby, Seller have been duly authorized by all necessary corporate action on action. Each Transaction Document executed and delivered by the part Seller has been duly executed and delivered by the Seller and constitutes a valid and binding obligation of the Seller, enforceable against it in accordance with its terms.

Authorization. The Seller Each Seller, where applicable, has all requisite corporate power and authority to execute, execute and deliver this Agreement and to perform its obligations under this Agreementhereunder and to own or use its properties (including the Sale Shares) that it purports to own or use and to carry on its business. The execution, delivery and performance by each Seller of this Agreement, and the consummation of the transactions contemplated hereby, Agreement have been duly authorized by all necessary requisite corporate action on its part and no other corporate proceedings on its part are required in connection with the part execution, delivery and performance by it of the Sellerthis Agreement.

Authorization. The Seller has all the requisite corporate power and authority to executeenter into this Agreement, deliver the Operating Agreement, the Transition Services Agreement and the Contribution Agreement (each, an "Ancillary Agreement" and collectively, the "Ancillary Agreements"), to perform each of its obligations under this Agreementhereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, Agreement and the consummation of the transactions contemplated hereby, Ancillary Agreements by Seller have been duly authorized by all necessary corporate action on the part of the Seller.

Authorization. The Such Seller has all the requisite corporate power and authority to execute, execute and deliver this Agreement and to perform its obligations under this Agreement. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, Agreement have been duly and validly authorized by all necessary corporate action of such Seller, and no additional authorization on the part of such Seller is necessary in connection with the Sellerexecution, delivery and performance by such Seller of this Agreement.

Authorization. The Seller has Sellers have all requisite necessary corporate power and ------------- authority and have taken all corporate action necessary to executeenter into this Agreement, deliver to consummate the transactions contemplated hereby and to perform its obligations under this Agreementhereunder. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, have This Agreement has been duly authorized executed and delivered by all necessary corporate action on the part Sellers and is a legal, valid and binding obligation of the Sellereach Seller and enforceable against each Seller in accordance with its terms.

Authorization. The Seller has all requisite corporate entity power and authority to execute, deliver and perform this Agreement and the Related Documents to which it is a party and to perform its obligations under this Agreementhereunder and thereunder. The execution, delivery and performance by Seller of this Agreement, Agreement and the consummation of the transactions contemplated hereby, such Related Documents have been duly and validly authorized by all necessary corporate action proceedings on the part of the Seller.

Authorization. The Each Seller has all requisite full corporate power and authority to execute, deliver and perform its obligations under this Agreement. The execution, delivery Agreement and performance of the other documents delivered in connection with this Agreement, to sell, transfer, convey and assign the consummation of Acquired Assets to Purchaser, to execute, deliver and perform the Distribution Agreement and to consummate the other transactions contemplated hereby. This Agreement and the other documents delivered in connection with this Agreement, have been duly authorized by all necessary corporate action on the part of the Seller.and

Authorization. The Seller has all the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreementthe Transaction Documents and to consummate the transactions contemplated thereby. The execution, delivery and performance of this Agreementthe Transaction Documents, and the consummation of the transactions contemplated herebythereby, have been duly authorized by all necessary corporate action on the part of the Seller.

Authorization. The Seller has have all requisite corporate power and authority to executeexecute this Agreement, deliver to carry out and perform its their respective obligations under this AgreementAgreement and to consummate the transactions contemplated to be performed by it hereunder. The execution, delivery and performance by Seller of this Agreement, and the consummation of the transactions contemplated herebyhereunder, have been duly and validly authorized by all necessary corporate action on the part of the Seller.

Authorization. The Seller has all requisite corporate power and authority to execute, deliver enter into and perform its obligations under this Agreement. The execution, delivery and Seller has duly authorized the execution and performance of this Agreement, . No consent or approval from any third party is required in order to enable Seller to execute this Agreement and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of the Sellerperform its obligations hereunder.

Authorization. The Seller has all requisite corporate full power and authority authority, corporate and other, to executeexecute and deliver this Agreement, deliver the instruments of transfer and to perform its obligations under this Agreement. The executionhereunder and thereunder, delivery and performance all of this Agreement, and the consummation of the transactions contemplated hereby, which have been duly authorized by all necessary requisite corporate action on action. Each of this Agreement and such instruments of transfer has been or, at the part time of delivery will be, duly authorized, executed and delivered by the Seller and constitutes or, at the time of delivery will constitute, a valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms.

Authorization. The Seller has all the requisite corporate power and authority to executeenter into this Agreement and each of the other agreements and instruments contemplated hereby (the “Collateral Agreements”), deliver and to perform its obligations under this Agreementhereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, Agreement and the consummation of the transactions contemplated hereby, Collateral Agreements have been duly authorized by all necessary corporate action on the part of the Seller, its officers, directors and stockholders, as applicable.

Authorization. The Seller has all requisite corporate power the absolute and unrestricted right, power, capacity (legal or otherwise) and authority to execute, execute and deliver this Agreement and perform its obligations under this Agreementto consummate the transactions contemplated hereby. The execution, execution and delivery and performance of this Agreement, Agreement and the consummation of the transactions contemplated hereby, hereby have been duly and validly authorized by all necessary corporate organizational action by Seller and no other organizational actions on the part of Seller are necessary to authorize, execute and deliver this Agreement or to consummate the Sellertransactions contemplated hereby.

Authorization. The Seller has all requisite corporate power the right, power, capacity (legal or otherwise) and authority to execute, execute and deliver this Agreement and perform its obligations under this Agreementto consummate the transactions contemplated hereby. The execution, execution and delivery and performance of this Agreement, Agreement and the consummation of the transactions contemplated hereby, hereby have been duly and validly authorized by all necessary corporate organizational action by Seller and no other organizational actions on the part of Seller are necessary to authorize, execute and deliver this Agreement or to consummate the Sellertransactions contemplated hereby.

Authorization. The Seller has all requisite corporate power and authority to execute, deliver and perform its obligations under this the Master Agreement and all related instruments, agreements and documents contemplated by the Master Agreement. The executionexecution and delivery by Seller of the Master Agreement and the Confirmation, delivery and the performance by Seller of this Agreement, its obligations thereunder and the consummation of the transactions Transactions contemplated herebythereby, have been duly authorized by all necessary corporate required action on the part of the Seller.

Authorization. The Seller has all requisite the corporate power and authority to execute, deliver and perform its obligations under enter into this Agreement. The , and the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, Agreement have been duly authorized by all necessary requisite corporate action on action. This Agreement has been duly executed and delivered by Seller and constitutes the part valid and binding obligation of the Seller, enforceable in accordance with its terms, except as enforcement may be limited by applicable bankruptcy laws and similar laws affecting creditors' rights generally.

Authorization. The Seller has all requisite corporate the capacity, power and authority requisite to execute, deliver and perform its obligations under this Agreement. The executionExcept for the matters under Clause 3.2.1 (vii) hereof, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action actions on the part of the Seller necessary for the authorization, execution and delivery of and the performance of all of the Seller’s obligations under this Agreement, and for the authorization, issuance and delivery of the Sale Equity, have been taken or will be taken prior to the Closing.

Authorization. The Seller has all requisite corporate power to enter into this Agreement and authority to executeconsummate the transactions contemplated hereby, deliver and perform Seller has taken all action required to be taken by it by law, its obligations under this Agreement. The executionCertificate of Incorporation or By-Laws, or otherwise to authorize or ratify the execution and delivery and performance of this Agreement, Agreement and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of the Seller.

Authorization. The Seller has all requisite corporate power and ------------- authority to executeenter into this Agreement, deliver and to perform its obligations under this Agreementhereunder and to consummate the transactions contemplated hereby. The All corporate acts and other proceedings required to be taken by Seller or any of its affiliates (other than the Subject Entities) to authorize the execution, delivery and performance of this Agreement, Agreement and the consummation of the transactions contemplated hereby, hereby have been duly authorized and properly taken. This Agreement has been duly executed and delivered by all necessary corporate action on the part Seller and constitutes a legal, valid and binding obligation of the Seller, enforceable against Seller in accordance with its terms.

Authorization. The Seller has all requisite full corporate power and authority to execute, deliver deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated in this Agreement. The execution, delivery delivery, and performance of this Agreement, Agreement and the consummation of the transactions contemplated hereby, in this Agreement on the part of Seller have been duly and validly authorized and approved by all necessary corporate action on the part of the Seller.of

Authorization. The Seller has all requisite Sellers have full corporate power and authority to execute, execute and deliver this Agreement and perform its obligations under this Agreementto consummate the transactions contemplated hereby. The execution, execution and delivery and performance of this AgreementAgreement by Sellers, the performance by Sellers of their respective obligations hereunder, and the consummation by Sellers of the transactions contemplated hereby, have been duly authorized by all necessary their respective Boards of Directors and, where applicable, their respective shareholders. No other corporate action on the part of Sellers is necessary to authorize the Seller.execution and delivery of this Agreement or the consummation of the transactions contemplated

Authorization. The Seller has all requisite corporate necessary power and authority to execute, deliver enter into and perform its obligations under this Agreementthe transactions contemplated hereby in accordance with the terms and conditions hereof. The execution, delivery and performance of this Agreement, Agreement by the Seller have been duly authorized and approved by the consummation Seller’s Board of Directors and by its stockholders and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, have . This Agreement has been duly authorized executed and delivered by all necessary corporate action on the part of the Seller.

Authorization. The Each of Seller and the Company has all the requisite corporate power and authority to executeenter into this Agreement, deliver and to perform its obligations under this Agreementhereunder, and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, Agreement by Seller and the consummation of the transactions contemplated hereby, Company have been duly authorized by all necessary corporate action on the part of Seller and the SellerCompany.

Authorization. The (a) Seller has all requisite corporate power and authority to execute, execute and deliver this Agreement and each of the other Transaction Documents to be executed by Seller and to perform its obligations under this Agreement. The execution, delivery hereunder and performance of this Agreement, thereunder and the consummation of to consummate the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of the Sellerhereby and thereby.

Authorization. The Seller has all requisite corporate the power and authority to executeexecute and deliver this Agreement and the other agreements, deliver documents and instruments of the Seller contemplated hereby and to perform its obligations under this Agreementhereunder and thereunder. The execution, delivery and performance by the Seller of this Agreement, Agreement and the consummation of the transactions contemplated hereby, hereby have been duly and validly authorized by all necessary corporate requisite action on the part of the Seller. This Agreement has been duly executed and delivered by the Seller and constitutes a valid and binding obligation of the Seller in accordance with its terms.

Authorization. The Seller has all requisite full corporate power and authority to execute, deliver enter into this Agreement and perform its obligations under this Agreementto carry out the transactions contemplated herein and therein. The Members of the Seller has taken all action required by law, the Seller's articles of organization and bylaws and otherwise to authorize the execution, delivery and performance of this Agreement, Agreement and the consummation of the transactions contemplated hereby, have herein. This Agreement has been duly authorized and validly executed and delivered by all necessary the Seller and no other corporate action on the part is necessary. This Agreement is, when executed, a valid and binding legal obligation of the Seller, enforceable against it in accordance with their respective terms.

Authorization. The Seller has all requisite full corporate power and authority to execute, i. execute and deliver this Agreement and to perform its obligations under this Agreementhereunder, and ii. own and operate its assets, properties and business and carry on its business as presently conducted. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, have Agreement has been duly authorized by all necessary corporate action on the part of the Seller, including director and shareholder authorization.

Authorization. The Seller has all requisite possesses the necessary corporate power and authority to execute, deliver enter into and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement, Agreement and the consummation of Ancillary Documents and to consummate the transactions contemplated hereby, have hereby and thereby. This Agreement has been duly authorized authorized, executed and delivered by all necessary corporate action on the part Seller and is a legal, valid and binding obligation of the Seller, enforceable against it by the Purchaser in accordance with its terms.

Authorization. The Seller has all requisite necessary corporate power to execute and authority deliver this Agreement and to execute, deliver and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement, and the consummation of consummate the transactions contemplated hereby, and the execution and delivery of this Agreement by Seller and the performance by Seller of the obligations to be performed hereunder have been duly authorized by all necessary corporate action on the part Board of the Directors and shareholders of Seller.