Common use of Power; Enforceability Clause in Contracts

Power; Enforceability. Each of Parent and Merger Sub has the requisite entity power and authority to (a) execute and deliver this Agreement; (b) perform its covenants and obligations hereunder; and (c) consummate the Transactions. The execution and delivery of this Agreement by each of Parent and Merger Sub, the performance by each of Parent and Merger Sub of its respective covenants and obligations hereunder, and the consummation of the Transactions (including the Merger) have been duly authorized by all necessary action on the part of each of Parent and Merger Sub and no additional actions on the part of Parent or Merger Sub are necessary to authorize (i) the execution and delivery of this Agreement by each of Parent and Merger Sub; or (ii) the performance by each of Parent and Merger Sub of its respective covenants and obligations hereunder and thereunder, including the consummation of the Transactions (including the Merger), subject, in each case, to obtaining the written consent contemplated by the following sentence. Effective immediately following the execution and delivery of this Agreement, Parent, in its capacity as the sole stockholder of Merger Sub, will execute and deliver to Merger Sub (with a copy also sent to the Company) a written consent adopting this Agreement and approving the Merger in accordance with the DGCL. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the Enforceability Limitations.

Power; Enforceability. Each of Parent and Merger Sub Buyer Party has the requisite entity power and authority to (a) execute and deliver this AgreementAgreement and each Ancillary Agreement to which it is a party; (b) perform its covenants and obligations hereunderhereunder and thereunder; and (c) subject to receipt of the Merger Sub Stockholder Approval, consummate the Transactions. The execution and delivery by each Buyer Party of this Agreement by and each of Parent and Merger SubAncillary Agreement to which it is a party, the performance by each of Parent and Merger Sub Buyer Party of its respective covenants and obligations hereunderhereunder and thereunder and, and subject to receipt of the Merger Sub Stockholder Approval, the consummation of the Transactions (including the Merger) have been duly and unanimously authorized and approved by all necessary action actions on the part of each of Parent and Merger Sub Buyer Party and no additional actions on the part of Parent or Merger Sub any Buyer Party are necessary to authorize (i) the execution and delivery by each Buyer Party of this Agreement by and each of Parent and Merger SubAncillary Agreement to which it is a party; or (ii) the performance by each of Parent and Merger Sub Buyer Party of its respective covenants and obligations hereunder and thereunder, including ; or (iii) the consummation of the Transactions (including Transactions, subject to the Merger), subject, in each case, to obtaining receipt of the written consent contemplated by the following sentence. Effective immediately following the execution and delivery of this Agreement, Parent, in its capacity as the sole stockholder of Merger Sub, will execute and deliver to Merger Sub (with a copy also sent to the Company) a written consent adopting this Agreement and approving the Merger in accordance with the DGCLStockholder Approval. This Agreement and each Ancillary Agreement to which it is a party has been (or will be) duly executed and delivered by each of Parent and Merger Sub Buyer Party and, assuming the due authorization, execution and delivery by the Company, constitutes (or will constitute) a legal, valid and binding obligation of each of Parent and Merger SubBuyer Party, enforceable against each of Parent and Merger Sub Buyer Party in accordance with its terms, subject to the Enforceability Limitations.

Power; Enforceability. Each of Parent and Merger Sub has the requisite entity power and authority to (a) execute and deliver this AgreementAgreement and any Transaction Document to which it is a party; (b) perform its covenants and obligations hereunderunder this Agreement and any Transaction Document to which it is a party; and (c) consummate the TransactionsMerger. The execution and delivery of this Agreement by each of Parent and Merger Sub, the performance by each of Parent and Merger Sub of its respective covenants and obligations hereunder, under this Agreement and any Transaction Document to which it is a party and the consummation of the Transactions (including the Merger) Merger each have been duly authorized by all necessary action on the part of each of Parent and Merger Sub and no additional actions on the part of Parent or Merger Sub are necessary to authorize (i) the execution and delivery of this Agreement and any Transaction Document to which it is a party by each of Parent and Merger Sub; or (ii) the performance by each of Parent and Merger Sub of its respective covenants and obligations hereunder under this Agreement and thereunder, including any Transaction Document to which it is a party; or (iii) the consummation of the Transactions (including the Merger), subject, in each case, to obtaining the written consent contemplated by the following sentence. Effective immediately following the execution and delivery of this Agreement, Parent, in its capacity as the sole stockholder of Merger Sub, will execute and deliver to Merger Sub (with a copy also sent to the Company) a written consent adopting this Agreement and approving the Merger in accordance with the DGCL. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to except as such enforceability may be limited by the Enforceability Limitations.

Power; Enforceability. Each of Parent and Merger Sub has the all requisite entity corporate power and corporate authority to (a) execute and deliver this Agreement; (b) Agreement and the Related Agreements to which it is a party and to perform its covenants obligations thereunder and obligations hereunder; and (c) to consummate the Transactions. The execution transactions contemplated hereby and thereby (including the Merger, the issuance sale and delivery of this Agreement by each the Parent Series C Stock and the issuance sale and delivery of the Parent Common Stock upon conversion of the Parent Series C Stock). The execution, delivery and Merger Sub, the performance by each of Parent and Merger Sub of its respective covenants this Agreement and obligations hereunder, the Related Agreements to which it is a party and the consummation by Parent and Merger Sub of the Transactions transaction contemplated hereunder and thereunder (including the Merger) , the issuance sale and delivery of the Parent Series C Stock and the issuance sale and delivery of the Parent Common Stock upon conversion of the Parent Series C Stock), have been duly authorized and approved by all necessary action on their respective boards of directors (and prior to the part First Effective Time shall be adopted by Parent as the sole stockholder of each of Parent and Merger Sub Sub) and no additional actions other corporate action on the part of Parent or Merger Sub are is necessary to authorize (i) the execution execution, delivery and delivery of this Agreement by each of Parent and Merger Sub; or (ii) the performance by each of Parent and Merger Sub of its respective covenants this Agreement and obligations the Related Agreements to which it is a party and the consummation by it of the transactions hereunder and thereunder, including the consummation of the Transactions thereunder (including the Merger), subject, in each case, to obtaining the written consent contemplated by the following sentence. Effective immediately following the execution issuance sale and delivery of this Agreement, Parent, in its capacity as the sole stockholder Parent Series C Stock and the issuance sale and delivery of Merger Sub, will execute and deliver to Merger Sub (with a copy also sent to the Company) a written consent adopting this Agreement and approving Parent Common Stock upon conversion of the Merger in accordance with the DGCLParent Series C Stock). This Agreement has been and, when delivered at the Closing, the Related Agreements to which Parent or Merger Sub is a party shall be, duly executed and delivered by each of Parent and Merger Sub and, assuming the Sub. Assuming due authorization, execution and delivery hereof by the Companyother parties hereto and thereto, this Agreement constitutes and the Related Agreements to which Parent or Merger Sub is a party shall, when delivered at the Closing, constitute, the legal, valid and binding obligation of each obligations of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its their respective terms, except to the extent that their enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. The share of Parent Series C Stock to be issued in connection with the Merger have been duly authorized by Parent and, when issued, sold and delivered in accordance with this Agreement, will be validly issued and outstanding, fully paid and nonassessable shares of Parent Series C Stock, as applicable, free and clear of all Liens other than Permitted Liens. The applicable number of shares of Parent Common Stock to be issued upon conversion of the shares of Parent Series C Stock have been duly reserved by Parent for issuance and, when so issued and delivered, will be duly authorized, validly issued and outstanding, fully paid and nonassessable shares of Parent Common Stock, free and clear of all Liens other than Permitted Liens and free of restrictions on transfer imposed by Parent other than restrictions on transfer under federal and state securities laws and under the Parent Investor Agreement. Other than as may be set forth in the Parent Investor Agreement, neither the issuance, sale nor deliver of the shares of Parent Series C Stock nor the issuance and delivery of the shares of Parent Common Stock to be issued upon the conversation of the shares of Parent Series C Stock is subject to any preemptive rights of stockholders of Parent. Assuming the Enforceability Limitationsaccuracy of the representations and warranties of the Company and the Company Equityholders (including in the Investor Certification Form), the shares of Parent Series C Stock and any Parent Common Stock to be issued upon the conversion thereof will be issued in compliance with all federal and state securities laws.

Power; Enforceability. Each of Parent LICH and Merger Sub Buyer each has the all requisite entity corporate power and authority to (a) execute and deliver this Agreement; (b) Agreement and each Ancillary Agreement to which it is, or is specified to be, a party, and to perform its covenants and obligations hereunder; hereunder and (c) to consummate the Transactions. The execution and delivery by LICH and Buyer of this Agreement by and each Ancillary Agreement to which either of Parent and Merger Subthem is, or is specified to be, a party, the performance by each LICH and Buyer of Parent and Merger Sub of its their respective covenants and obligations hereunder, hereunder and thereunder and the consummation by LICH and Buyer of the Transactions (including the Merger) Transactions, have been duly authorized by all necessary corporate action on the part of each of Parent LICH and Merger Sub Buyer and no additional actions corporate proceedings on the part of Parent LICH or Merger Sub Buyer are necessary to authorize (i) the execution and delivery by LICH or Buyer of this Agreement by each of Parent and Merger Sub; or (ii) any Ancillary Agreement to which it is, or is specified to be, a party, the performance by each LICH or Buyer of Parent and Merger Sub of its their respective covenants and obligations hereunder and thereunder, including thereunder or the consummation of the Transactions (including the Merger), subject, in each case, to obtaining the written consent contemplated by the following sentence. Effective immediately following the execution and delivery of this Agreement, Parent, in its capacity as the sole stockholder of Merger Sub, will execute and deliver to Merger Sub (with a copy also sent to the Company) a written consent adopting this Agreement and approving the Merger in accordance with the DGCLTransactions. This Agreement has been duly executed and delivered by LICH and Buyer and, at or before the Closing, LICH and Buyer will each of Parent have duly executed and Merger Sub anddelivered each Ancillary Agreement to which it is, or is specified to be, a party. This Agreement constitutes, and each Ancillary Agreement to which it is, or is specified to be, a party will after such execution and delivery constitute, assuming the due authorization, execution and delivery by the Companyother parties thereto, constitutes a legal, valid and binding obligation of each of Parent and Merger SubLICH or Buyer, as applicable, enforceable against each of Parent and Merger Sub LICH or Buyer, as applicable, in accordance with its their terms, subject to except that such enforceability may be limited by the Enforceability LimitationsExceptions.

Power; Enforceability. Each Parent has, or in the case of Parent Merger Sub, will have as of the date it executes and Merger Sub has delivers the Joinder (the “Joinder Date”), the requisite entity power and authority to (a) execute and deliver this Agreement and the Bermuda Merger Agreement; (b) perform its covenants and obligations hereunderhereunder and thereunder; and (c) consummate the Transactions. The execution and delivery of this Agreement and the Bermuda Merger Agreement by each of Parent and Merger Sub, as applicable, the performance by each of Parent and Merger Sub of its respective covenants and obligations hereunderhereunder and thereunder, and the consummation of the Transactions (including Transactions, in the Merger) case of Parent, have been and, in the case of Merger Sub, will be duly authorized and approved by all necessary action on the part of each of Parent and Merger Sub and no additional actions on the part of Parent or Merger Sub are or will be, as applicable, necessary to authorize (i) the execution and delivery of this Agreement and the Bermuda Merger Agreement by each of Parent and Merger Sub, as applicable; or (ii) the performance by each of Parent and Merger Sub of its respective covenants and obligations hereunder and thereunder, including the consummation of the Transactions ; or (including the Merger), subject, in each case, to obtaining the written consent contemplated by the following sentence. Effective immediately following iii) the execution and delivery of this Agreement, Parent, in its capacity as the sole stockholder Bermuda Merger Agreement and the filing of the Merger Sub, will execute and deliver to Merger Sub (Application with a copy also sent the Registrar pursuant to the Company) a written consent adopting this Agreement and approving Bermuda Companies Act, the Merger in accordance with consummation of the DGCLTransactions. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each Parent, enforceable against Parent in accordance with its terms, except as such enforceability (A) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally; and (B) is subject to general principles of Parent equity (whether considered in a proceeding at Law or in equity). Upon the execution and delivery of the Joinder, this Agreement shall, assuming the due authorization, execution and delivery of this Agreement by the Company, constitute a legal, valid and binding obligation of Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, except as such enforceability (A) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally; and (B) is subject to the Enforceability Limitationsgeneral principles of equity (whether considered in a proceeding at Law or in equity).

Power; Enforceability. Each of Parent and Merger Sub has the requisite entity power and authority to (a) execute and deliver this AgreementAgreement and each Related Agreement to which it will be a party; (b) perform its covenants and obligations hereunderhereunder and thereunder; and (c) consummate the Transactionstransactions contemplated hereunder and thereunder; and (d) consummate the Merger. The execution and delivery of this Agreement by each of Parent and Merger SubSub of this Agreement and each Related Agreement to which it will be a party, the performance by each of Parent and Merger Sub of its respective covenants and obligations hereunder, hereunder and thereunder and the consummation of the Transactions (including Merger and the Merger) transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of each of Parent and Merger Sub and no additional actions on the part of Parent or Merger Sub are necessary to authorize (i) the execution and delivery of this Agreement by each of Parent and Merger SubSub of this Agreement and each Related Agreement to which it will be a party; or (ii) the performance by each of Parent and Merger Sub of its respective covenants and obligations hereunder and thereunder, including ; (iii) the consummation of the Transactions transactions contemplated hereunder and thereunder and (including iv) the consummation of the Merger), subject, in each case, to obtaining the written consent contemplated by the following sentence. Effective immediately following the execution and delivery of this Agreement, Parent, in its capacity as the sole stockholder of Merger Sub, will execute and deliver to Merger Sub (with a copy also sent to the Company) a written consent adopting this Agreement and approving the Merger in accordance with the DGCL. This Agreement has been and each Related Agreement to which the Parent and Merger Sub will be a party will when delivered, be duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, terms (subject to the Enforceability LimitationsExceptions).