Common use of Power; Authorization; Enforceability Clause in Contracts

Power; Authorization; Enforceability. Each Acquired Company has requisite limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is required to be a party and to perform its obligations hereunder and thereunder. Each Acquired Company has taken all limited liability company actions or proceedings required to be taken by or on the part of such Acquired Company to authorize and permit the execution and delivery by such Acquired Company of this Agreement, each such Ancillary Agreement and the instruments required to be executed and delivered by it pursuant hereto and thereto, and the performance by such Acquired Company of its obligations hereunder and thereunder and the consummation by such Acquired Company of the Contemplated Transactions. This Agreement has been (or in the case of such Ancillary Agreements to be entered into at or prior to the Closing, will be) duly executed and delivered by each Acquired Company, and assuming the due authorization, execution and delivery by each of the other parties hereto or thereto, constitutes (or will constitute) the legal, valid and binding obligation of each Acquired Company, enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by (a) applicable bankruptcy, insolvency, moratorium, reorganization or similar laws in effect which affect the enforcement of creditors rights generally or (b) general principles of equity, whether considered in a proceeding at law or in equity.

Power; Authorization; Enforceability. Each Acquired 1. The Company has the requisite limited liability company power and authority to execute and deliver enter into this Agreement and each Ancillary Agreement the other Transaction Documents to which it is, or is required specified to be be, a party, and, subject to the satisfaction or, if permitted, waiver of the conditions set forth in ARTICLE VII hereof, to perform its respective obligations hereunder and thereunder. 2. The execution and delivery of this Agreement and the other Transaction Documents to which the Company is, or is specified to be, a party, and the performance by the Company of its obligations hereunder and thereunder have been duly authorized by all necessary action on the part of the Company and no other action on the part of the Company is necessary to authorize the execution and delivery of this Agreement and the other Transaction Documents to which it is, or is specified to be, a party and or to perform its obligations hereunder and thereunder. Each Acquired Company has taken all limited liability company actions or proceedings required to be taken by or on the part of such Acquired Company to authorize and permit the execution and delivery by such Acquired Company of this Agreement, each such Ancillary Agreement and the instruments required to be executed and delivered by it pursuant hereto and thereto, and the performance by such Acquired Company of its obligations hereunder and thereunder and the consummation by such Acquired Company of the Contemplated Transactions. 3. This Agreement has been (or in the case of such Ancillary Agreements to be entered into at or prior to the Closing, will be) duly executed and delivered by each Acquired Companythe Company and (assuming due authorization, execution and delivery of this Agreement by Buyer) constitutes, and each of the other Transaction Documents to which the Company is, or is specified to be, a party, when executed and delivered (assuming the in each case due authorization, execution and delivery by each of the other parties hereto or thereto, constitutes (or ) will constitute) the , a legal, valid and binding obligation agreement of each Acquired Company, the Company enforceable against it the Company in accordance with its terms, except as the enforceability thereof such enforcement may be limited by (a) applicable bankruptcy, insolvency, moratoriumreorganization, reorganization moratorium or other similar laws now or hereafter in effect which affect relating to or affecting the enforcement rights and remedies of creditors rights generally or (b) and subject to general principles of equity, equity (whether considered in a proceeding at law or in equity).