Common use of Corporate Authority Relative to this Agreement; No Violation Clause in Contracts

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has all requisite corporate or limited partnership, as applicable, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the general partner of Parent and the Board of Directors of Merger Sub, and by Parent as the sole shareholder of Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub Purchaser has all requisite corporate or limited partnership, as applicable, power and authority to enter into execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the general partner Board of Directors of Parent and the Board of Directors of Merger Sub, and by Parent as the sole shareholder of Merger Sub, Purchaser and no other corporate proceedings on the part of Parent or Merger Sub Purchaser are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub Purchaser and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger SubPurchaser, enforceable against each of Parent and Merger Sub Purchaser in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws Laws relating to or affecting creditors’ rights generally and generally, general equitable principles (whether considered in a proceeding in equity or at law)Law) and any implied covenant of good faith and fair dealing.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has all requisite corporate or limited partnership, as applicable, power and authority to enter into this Agreement and to consummate the transactions contemplated herebyby this Agreement, including the Offer and the Merger. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby this Agreement have been duly and validly authorized by the general partner of Parent and the Board of Directors of Parent and Merger Sub, and by Parent as the sole shareholder of Merger Sub, Sub and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the consummation of the transactions contemplated hereby, including the Offer and the Merger. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws Laws relating to or affecting creditors’ rights generally and generally, general equitable principles (whether considered in a proceeding in equity or at law)Law) and any implied covenant of good faith and fair dealing.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has all requisite corporate or limited partnershipliability company, as applicable, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the general partner Members of Parent and the Board of Directors of Merger Sub, and by Parent as the sole shareholder of Merger Sub, Sub and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and generally, general equitable principles (whether considered in a proceeding in equity or at law)) and any implied covenant of good faith and fair dealing.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub Purchaser has all requisite corporate or limited partnership, as applicable, power and authority to enter into execute and deliver this Agreement, to perform their respective obligations under this Agreement and to consummate the transactions contemplated hereby. The execution execution, performance and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the general partner Board of Directors of Parent and the Board of Directors of Merger Sub, and by Parent as the sole shareholder of Merger Sub, Purchaser and no other corporate proceedings on the part of Parent or Merger Sub Purchaser are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub Purchaser and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger SubPurchaser, enforceable against each of Parent and Merger Sub Purchaser in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws Laws relating to or affecting creditors’ rights generally and generally, general equitable principles (whether considered in a proceeding in equity or at law)Law) and any implied covenant of good faith and fair dealing.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has all requisite corporate or limited partnership, as applicable, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the general partner Sole Member of Parent and the Board of Directors of Merger Sub, and by Parent as the sole shareholder stockholder of Merger Sub, and no other limited liability company or corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has all requisite limited liability company or corporate or limited partnership, as applicable, power and authority to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated herebyby this Agreement, including the consummation of the Financing by Parent. The execution execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated hereby by this Agreement, including the Financing, have been duly and validly authorized by the general partner members of Parent and the Board of Directors of Merger Sub, and by Parent as the sole shareholder of Merger Sub, Sub and no other limited liability company or corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the consummation of or to consummate the transactions contemplated herebyhereby (other than the filing of the Certificate of Merger with the Secretary of State of the State of Delaware). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws Laws relating to or affecting creditors’ rights generally and generally, general equitable principles (whether considered in a proceeding in equity or at lawLaw).

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has all requisite corporate or limited partnership, as applicable, power and authority to enter into this Agreement and to consummate the transactions contemplated herebyby this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the general partner of Parent and the Board of Directors of Parent and Merger Sub, and by Parent as the sole shareholder of Merger Sub, Sub and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at lawLaw).

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has all requisite corporate or limited partnership, as applicable, power and authority to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated herebyby this Agreement, including the Financing. The execution execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated hereby by this Agreement, including the Financing (as defined herein), have been duly and validly authorized by the general partner Boards of Directors of Parent and the Board of Directors of Merger Sub, and by Parent as the sole shareholder of Merger Sub, Sub and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the consummation of the transactions contemplated herebyhereby (other than the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Sub). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws Laws relating to or affecting creditors’ rights generally and generally, general equitable principles (whether considered in a proceeding in equity or at law)Law) and any implied covenant of good faith and fair dealing.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has all requisite limited partnership or corporate or limited partnership, as applicable, power and authority to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated herebyby this Agreement, including the Financing. The execution execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated hereby by this Agreement, including the Financing, have been duly and validly authorized by the general partner of Parent and the Board of Directors of Merger Sub, and by Parent as the sole shareholder of Merger Sub, Sub and no other partnership or corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the consummation of the transactions contemplated herebyhereby (other than the filing of the Articles of Merger with the Secretary of State of the State of Tennessee). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws Laws relating to or affecting creditors’ rights generally and generally, general equitable principles (whether considered in a proceeding in equity or at law)Law) and any implied covenant of good faith and fair dealing.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has all requisite corporate or limited partnership, as applicable, power and authority to enter into this Agreement and to consummate the transactions contemplated herebyby this Agreement, including the Offer and the Merger. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by this Agreement have been duly and validly authorized by the general partner of Parent and the Board of Directors of Parent and Merger Sub, and by Parent as the sole shareholder of Merger Sub, Sub and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the consummation of the transactions contemplated hereby, including the Offer and the Merger. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws Laws relating to or affecting creditors’ rights generally and generally, general equitable principles (whether considered in a proceeding in equity or at law)Law) and any implied covenant of good faith and fair dealing.