Common use of Authority; Enforceability Clause in Contracts

Authority; Enforceability. Each Seller has all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement of each Seller enforceable against each Seller 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).

Authority; Enforceability. Each Seller of Parent and Merger Sub has all necessary requisite corporate power and authority to execute and deliver this Agreement and each of the Ancillary other Transaction Agreements to which it such Person is a party, and each instrument required to be executed and delivered by it at the Closing, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller of Parent and Merger Sub of this Agreement and Agreement, each of the Ancillary other Transaction Agreements to which it such Person is a party and each instrument required to be executed and delivered by it at the consummation by each Seller Closing and the performance of the transactions contemplated hereby their respective obligations hereunder and thereby thereunder have been duly and validly authorized by all necessary corporate action on the part Board of Directors of each Seller of Parent and Merger Sub and, immediately following the execution hereof, by Parent as the sole stockholder of Merger Sub. Except for filing of the Certificate of Merger, no other corporate proceedings on the part of any Seller Parent or Merger Sub are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board consummation of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has and each of the other Transaction Agreements to which Parent or Merger Sub is a party have been duly executed and delivered by each of Parent and Merger Sub (as the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, case may be) and, assuming due authorization, execution and delivery hereof by the other parties hereto and theretoCompany, constitutes or will constitute a legal, valid and binding agreement obligations of each Seller of Parent and Merger Sub, enforceable against each Seller of Parent and Merger Sub in accordance with its their 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)) and an implied covenant of good faith and fair dealing.

Authority; Enforceability. Each Seller Such Owner that is not an individual is duly organized and validly existing under the laws of its jurisdiction of formation. Such Owner that is not an individual has all necessary the requisite limited partnership, limited liability company, or corporate power and authority authority, as applicable, to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and the Ancillary Transaction Agreements to which it is a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the Transaction Agreements to which such Owner is a party and the consummation by each Seller such Owner that is not an individual of the transactions contemplated hereunder and thereunder have been duly authorized and approved by all necessary partnership, company, or corporate action, as applicable, on the part of such Owner. Such Owner that is an individual has all necessary authority and legal capacity to execute and deliver this Agreement and the Transaction Agreements to which it is a party and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Agreements to which such Owner is a party by such Owner, the performance by such Owner of all the terms and conditions hereof and thereof to be performed by such Owner and the consummation of the transactions contemplated hereby and thereby by such Owner have been duly authorized and validly authorized approved by all necessary corporate requisite action on the part of each Seller such Owner. This Agreement and no the other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Transaction Agreements to which it such Owner is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has have been duly executed and delivered by such Owner. This Agreement and the Sellersother Transaction Agreements to which such Owner is a party constitute the valid and binding obligations of such Owner, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, enforceable against such Owner in accordance with the terms thereof (assuming the due authorization, execution and delivery thereof by the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement of each Seller enforceable against each Seller in accordance with its terms), subject to the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and insolvency or other similar Laws laws relating to or affecting the enforcement of creditors’ rights generally and general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity or at lawequity) (collectively, the “Equitable Principles”).

Authority; Enforceability. Each Seller of Onyx and its Designated Affiliates has all necessary the corporate or other power and authority to execute and deliver this Separation Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, execution and delivery and performance by each Seller of Onyx and its Designated Affiliates of this Separation Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller of Onyx and its Designated Affiliates of the transactions contemplated hereby and thereby hereunder have been duly and validly authorized by all necessary corporate action on the part of each Seller of Onyx and its Designated Affiliates and the holders of any Equity Interests thereof and no other corporate proceedings or similar proceeding on the part of any Seller Onyx or its Designated Affiliates are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation applicable Law to authorize this Separation Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Separation Agreement has been duly executed and delivered by the Sellerseach of Onyx and, if and each Ancillary Agreement will be duly executed and delivered by each Seller party theretowhen applicable, its Designated Affiliates and, assuming due authorization, execution and delivery by the other parties hereto and theretohereto, constitutes or will constitute a legal, valid and binding agreement of each Seller of Onyx and its Designated Affiliates, enforceable against each Seller of them 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).

Authority; Enforceability. Each Seller Purchaser has all necessary corporate the full legal right, power and authority to execute and deliver this Agreement and the Ancillary Agreements each Transaction Document to which it is or will become a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller Purchaser of this Agreement and the Ancillary Agreements each Transaction Document to which it is or will become a party and the consummation by each Seller Purchaser of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this AgreementPurchaser. This Agreement has been duly executed and delivered by the SellersPurchaser, and each Ancillary Agreement Transaction Document to which Purchaser is or will be become a party has been, or when executed shall be, duly executed and delivered by each Seller party thereto, andPurchaser. This Agreement, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute that this Agreement is a legal, valid and binding agreement obligation of each Seller the Company and the Seller, constitutes a valid and binding obligation of Purchaser enforceable against each Seller it in accordance with its terms, subject and each Transaction Document to which Purchaser is or will become a party, assuming that such Transaction Document is a valid and binding obligation of the effects other parties thereto, is, or when executed shall constitute, a valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms, in each case except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar Laws relating to or laws affecting creditors’ rights generally and by general principles of equity affecting the availability of specific performance and other equitable principles (whether considered in a proceeding in equity or at law)remedies.

Authority; Enforceability. Each Seller The Member has all necessary corporate the full requisite organizational power and authority to execute and deliver this Agreement and the Ancillary Agreements other Transaction Documents to which it is a partyparty (or is contemplated to be a party at the Closing), and, subject to receipt of the Written Consent, to perform its obligations hereunder under this Agreement and thereunder the other Transaction Documents to which it is a party (or is contemplated to be a party at the Closing), and to consummate the transactions contemplated hereby and thereby. The Subject to receipt of the Written Consent, the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements other Transaction Documents to which it the Member is a party (or is contemplated to be a party at the Closing) by the Member and the consummation by each Seller of the transactions contemplated hereby and thereby have been (or will be prior to the Closing) duly and validly authorized by all necessary corporate required organizational action on behalf of the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize Member. Assuming that this Agreement or and each of the Ancillary Agreements other Transaction Documents that is a Contract to which it the Member is a party (or is contemplated to consummate be a party at the transactions contemplated hereby or thereby. Each Seller’s Board Closing) is a valid and binding obligation of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller other party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, this Agreement and each of the other Transaction Documents to which the Member is a party (or is contemplated to be a party at the Closing) constitutes or (or, with respect to such Transaction Documents that are not contemplated to be executed and delivered as of the date hereof, will constitute a legal, at the Closing) the valid and binding agreement obligation of each Seller the Member enforceable against each Seller the Member in accordance with its terms, subject to the effects of except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar Laws Legal Requirements relating to or affecting creditors’ rights generally and general or by equitable principles (regardless of whether considered enforcement is sought at law or in a proceeding equity). The Board of Managers of the Member has unanimously (a) determined that it is in equity or at law)the best interests of the Member, and declared it advisable, to enter into this Agreement and (b) upon the terms and subject to the conditions of this Agreement, resolved to recommend that the Unitholders adopt this Agreement and to submit this Agreement to the Unitholders for adoption.

Authority; Enforceability. Each Seller The Company has all necessary full corporate power and authority to execute enter into and deliver perform its obligations under this Agreement and the Ancillary Agreements Documents to which it is a party, to perform its obligations hereunder and thereunder party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller the Company of this Agreement and the any Ancillary Agreements Document to which it is a party and the consummation by each Seller the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary requisite corporate action on the part of each Seller the Company and no other corporate proceedings on the part of any Seller the Company are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize the execution, delivery and performance of this Agreement or the Ancillary Agreements to which it is a party or to consummate the Merger and the other transactions contemplated hereby or and thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the SellersCompany, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, (assuming due authorization, execution and delivery by the each other parties hereto and thereto, party hereto) this Agreement constitutes or will constitute a legal, valid and binding agreement obligation of each Seller the Company enforceable against each Seller the Company in accordance with its terms, subject to the effects of except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, reorganizationor any other Laws of general application affecting the enforcement of creditors’ rights generally, moratorium and other similar as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. When each Ancillary Document to which the Company is or will be a party has been duly executed and delivered by the Company (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of the Company enforceable against it in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or any other Laws of general application affecting the enforcement of creditors’ rights generally generally, and general as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable principles (whether considered in a proceeding in equity or at law)remedies.

Authority; Enforceability. Each Seller TeleCorp has all necessary corporate ------------------------- power and authority to execute and deliver this Agreement, the Tritel Voting Agreement, the Stockholders Agreement, the Investors Stockholder Agreement and each other agreement or instrument required to be executed and delivered by it at the Ancillary Agreements to which it is Closing (each, including the TeleCorp Voting Agreement, the License Extension Amendment, the Indus Amendments, the Airadigm Assignment and the Indus Assignment, a party"Related Agreement"), and to perform its obligations hereunder and ----------------- thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller TeleCorp of this Agreement and the Ancillary Agreements each Related Agreement to which it is a party party, the performance of its obligations hereunder and thereunder, and the consummation by each Seller TeleCorp of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all necessary corporate action on the part of each Seller and no other corporate proceedings on the part of any Seller TeleCorp are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements any Related Agreement to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board so contemplated, other than the approval and authorization of Directors has (i) approved this Agreement and the transactions contemplated herebyFirst Merger by votes of the holders of a majority of the outstanding shares of TeleCorp Capital Stock entitled to vote thereon in accordance with the DGCL, TeleCorp's Certificate of Incorporation and By-laws, and the Special Vote (ii) determined that the terms as defined below). Each of this Agreement are fair and the Related Agreements to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement which TeleCorp is a party has been duly and validly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, TeleCorp and, assuming the due authorization, execution and delivery thereof by the all other parties hereto and theretoto each such agreement, constitutes or will constitute a legal, valid and binding agreement obligation of each Seller enforceable against each Seller TeleCorp 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).

Authority; Enforceability. Each Seller The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by each Seller the Company of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller the Company and no other corporate proceedings on the part of any Seller the Company are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby(other than the approval of the transactions contemplated by this Agreement pursuant to an affirmative vote of holders of at least two-thirds (2/3) of the outstanding Shares of each of the No Par Common Stock and the Class B Common Stock, voting as separate classes, entitled to vote to approve this Agreement and the Cash Merger (the “Requisite Shareholder Vote”)). Each Seller’s The Board of Directors has Directors, at a meeting duly called and held, duly adopted resolutions (i) approved approving the termination of the Sedora Merger Agreement, (ii) approving and adopting this Agreement and the transactions contemplated hereby, (iiiii) determined determining that the termination of the Sedora Merger Agreement and the terms of this Agreement are fair to and in the best interests of such Seller and its stockholdersthe Company’s shareholders, and (iiiiv) declared declaring the advisability of this Agreement, and (v) recommending (the “Board Recommendation”) that the Company’s shareholders vote in favor of approving this Agreement and the transactions contemplated hereby at the Shareholders Meeting (as defined in Section 6.3), which resolutions have not been subsequently rescinded, modified or withdrawn in any way. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, Company and, assuming due authorization, execution and delivery by the other parties hereto and theretohereto, constitutes or will constitute a legal, valid and binding agreement of each Seller the Company, enforceable against each Seller the Company 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). The approval of this Agreement by the Requisite Shareholder Vote is the only vote of the holders of any class or series of capital stock, other Equity Interests or Liabilities of the Company, any Company Subsidiary or any Nonprofit Organization necessary to approve this Agreement and the transactions contemplated hereby.

Authority; Enforceability. Each Seller has Sellers have all necessary requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements other Transaction Documents to which it either Seller is a party, to perform its their respective obligations hereunder under this Agreement and thereunder thereby and to consummate the transactions contemplated hereby by this Agreement and thereby. The execution, delivery and performance by each Seller Sellers of this Agreement and the Ancillary Agreements any other Transaction Documents to which it either Seller is a party and the consummation by each Seller of the transactions contemplated hereby by this Agreement and thereby are within the corporate power of Sellers and have been duly and validly authorized by all necessary corporate action on the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this AgreementSellers. This Agreement has been duly and validly executed and delivered by the Sellers, and each Ancillary (assuming this Agreement will be duly executed is a valid and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, binding obligation of Buyer) this Agreement constitutes or will constitute a legal, valid and binding agreement of each Seller Sellers, enforceable against each Seller Sellers in accordance with its terms, subject to the effects of except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganizationtransfer, moratorium and other similar Laws laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to legal principles of general applicability governing the availability of equitable principles remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law) (collectively, “Creditors’ Rights”). When each other Transaction Document to which either Seller is a party has been duly executed and delivered by such Seller (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of such Seller, enforceable against it in accordance with its terms, subject to Creditors’ Rights.

Authority; Enforceability. Each Seller Parent Party has all necessary corporate requisite power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and and, subject to obtaining the EWS Shareholder Approval, to consummate the transactions contemplated hereby and thereby (including the Investor Financing and the issuance of securities contemplated thereby). The execution, execution and delivery and performance by each Seller Parent Party of this Agreement and each of the Ancillary Agreements to which it is a party party, and the consummation performance by each Seller Parent Party of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or and each of the Ancillary Agreements to which it is a party party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action by each Parent Party, and no other corporate proceeding on the part of any Parent Party is necessary to authorize this Agreement and each of the Ancillary Agreements to which it is a party, or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and thereby except for the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this AgreementEWS Shareholder Approval. This Agreement has been duly executed and delivered by the Sellers, each Parent Party and each of the Ancillary Agreement Agreements to which it is a party will be duly executed and delivered by such Parent Party. This Agreement constitutes, and each Seller of the Ancillary Agreements to which any Parent Party is a party theretowhen duly executed and delivered by such Parent Party will constitute, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement obligation of each Seller the applicable Parent Party, enforceable against each Seller the applicable Parent Party in accordance with its terms, subject to the effects of except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar Laws relating to or laws affecting creditors’ ' rights generally and by general equitable principles (whether considered in a proceeding in equity or at law)principles.

Authority; Enforceability. Each Seller of Pubco, the Company and Company Merger Sub’s board of directors has all necessary declared the Merger, this Agreement and the Transactions contemplated herein advisable. Each of Pubco, the Company and Company Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder each other Transaction Document and to consummate the transactions contemplated hereby and therebyTransactions, other than the Requisite Stockholder Approval. The execution, execution and delivery and performance by each Seller of this Agreement and Agreement, the Ancillary Agreements other Transaction Documents to which it Pubco, the Company and Company Merger Sub is a party and the consummation by each Seller of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action on the part of each Seller and no such Party, other corporate proceedings on than the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this AgreementRequisite Stockholder Approval. This Agreement has been been, and the other Transaction Documents to which Pubco, the Company and Company Merger Sub is a party will be, duly executed and delivered by Pubco, the SellersCompany and Company Merger Sub, and each Ancillary Agreement will be duly executed and delivered by each Seller party theretoas applicable, and, assuming due authorization, execution and delivery hereof by the other parties hereto and theretoSPAC, constitutes or will constitute a legal, valid and binding agreement obligations of each Seller Pubco, the Company and Company Merger Sub, as applicable, enforceable against each Seller it in accordance with its their terms, subject to the effects effect of any applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar Laws relating to or Law affecting creditors’ rights generally and and, as to enforceability, subject to the effect of general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding Proceeding in equity or at lawLaw). The (i) (A) affirmative vote of holders of two-thirds of the Company Common Stock (the “Requisite Company Vote”) having voting power present in person or represented by proxy at a meeting of the Company’s shareholders at which a quorum is present, or (B) written consent of all shareholders of the Company, and (ii) (A) affirmative votes of no less than two-thirds of the votes cast by the Pubco Shareholders, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Pubco Shareholders at which a quorum is present, or (B) written consent by all of the Pubco Shareholders entitled to vote at a general meeting of Pubco, are the only vote or consent of the holders of any class or series of capital stock or other securities of the Company and Pubco necessary to adopt this Agreement and approve the Transactions (collectively, the “Requisite Stockholder Approval”).

Authority; Enforceability. Each Seller Selling Party has all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller Selling Party of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller Selling Party of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller Selling Party and no other corporate proceedings on the part of any Seller Selling Party are necessary pursuant to its governing documents or the laws Laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each SellerSelling Party’s Board of Directors has has, at a meeting duly called and held or by written consent, (i) approved this Agreement and the transactions contemplated hereby, hereby and (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller Selling Party and its stockholders, . No approval of the stockholders of BioScrip is required in connection with the execution and (iii) declared the advisability delivery of this AgreementAgreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by the SellersSelling Parties, and each Ancillary Agreement will be duly executed and delivered by each Seller Selling Party that is a party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement of each Seller Selling Party enforceable against each Seller Selling Party 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 lawLaw).

Authority; Enforceability. Each Seller The Company has all necessary corporate requisite power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and and, upon adoption of this Agreement by the affirmative vote or consent of Stockholders representing a majority of the outstanding Common Shares (the "Requisite Company Vote"), to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller the Company of this Agreement and each of the Ancillary Agreements to which it is a party, the performance by the Company of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation by each Seller of the transactions contemplated hereby (including the Merger) and thereby have been duly authorized and validly authorized approved by all necessary corporate action on the part of each Seller the Company, including its board of directors and, upon delivery of the Written Consent promptly following the execution and delivery of this Agreement by the Company pursuant to Section 6.14(a), no other action or corporate proceedings proceeding on the part of any Seller are necessary pursuant to its governing documents the Stockholders or the laws of its jurisdiction of incorporation Company will be necessary to authorize or approve this Agreement or any of the Ancillary Agreements to which it the Company is a party or to consummate the transactions contemplated hereby (including the Merger) or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, Company and each of the Ancillary Agreement Agreements to which it is a party will be duly executed and delivered by the Company. This Agreement constitutes, and each Seller party theretoof the Ancillary Agreements to which the Company is a party, and, assuming due authorization, execution when duly executed and delivery delivered by the other parties hereto and theretoCompany will constitute, constitutes or will constitute a the legal, valid and binding agreement obligation of each Seller the Company enforceable against each Seller the Company in accordance with its their respective terms, subject to the effects of except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar Laws relating to or laws affecting creditors’ ' rights generally and by general equitable principles (whether considered in a proceeding in equity or at law)principles.

Authority; Enforceability. Each Seller Buyer has all necessary corporate the power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller Buyer of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller Buyer of the transactions contemplated hereby hereunder and thereby thereunder have been duly and validly authorized by all necessary corporate action on the part of each Seller Buyer and no other corporate proceedings on the part holders of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or therebyequity interests thereof. Each SellerBuyer’s Board of Directors has governing body has, at a meeting duly called and held or by written consent, (i) approved this Agreement and the transactions contemplated hereby, hereby and (ii) determined that the terms of this Agreement are fair to and in the best interests interest of such Seller Buyer and its stockholders, and (iii) declared the advisability of this Agreementequityholder(s). This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement to which each Buyer is a party has been or will be duly executed and delivered by each Seller party thereto, Buyer and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement of each Seller Buyer, enforceable against each Seller of them 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 lawLaw).

Authority; Enforceability. (a) Each Seller of Parent and Acquisition Sub has all necessary the corporate or other power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by each Seller of Parent and Acquisition Sub of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller of Parent and Acquisition Sub of the transactions contemplated hereby and thereby hereunder have been duly and validly authorized by all necessary corporate action on the part of each Seller of Parent and Acquisition Sub, and no other corporate proceedings on the part of any Seller Parent or Acquisition Sub are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation DGCL to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (other than (i) approved the adoption of this Agreement by Parent as the sole stockholder of Acquisition Sub and the transactions contemplated hereby, (ii) the approval of the issuance of Parent Shares in connection with the consummation of the Merger (the “Share Issuance”) by the holders of a majority of the votes cast by the holders of outstanding Parent Shares present (in person or by proxy) and entitled to vote on such matter at the Parent Stockholder Meeting, where a quorum is present (the “Requisite Parent Stockholder Vote”)). The boards of directors of Parent and Acquisition Sub have determined that the terms of this Agreement are fair to and it is in the best interests of such Seller Parent and its Acquisition Sub and their respective stockholders, and (iii) declared the advisability of it advisable, to enter into this Agreement, and have approved this Agreement in accordance with the DGCL. This Agreement has been duly executed and delivered by the Sellers, each of Parent and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, Acquisition Sub and, assuming due authorization, execution and delivery by the other parties hereto and theretohereto, constitutes or will constitute a legal, valid and binding agreement of each Seller of Parent and Acquisition Sub, enforceable against each Seller of them 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).

Authority; Enforceability. Each Seller has all necessary corporate power The execution and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements other documents and instruments to which it is a party be executed and delivered by Sellers and Shareholders (including the Other Transaction Documents) and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action Sellers and Shareholders. No other or further act or proceeding on the part of each Seller and no other corporate proceedings on the part of any Seller are Sellers or Shareholders is necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements other documents and instruments to which it is a party be executed and delivered by Sellers or to consummate Shareholders pursuant hereto (including the Other Transaction Documents) or the consummation of the transactions contemplated hereby or and thereby. Each Seller’s Board Sellers and Shareholders have delivered to Purchaser correct and complete copies of Directors has (i) approved all consents, resolutions and other documents necessary to duly authorize the execution and delivery of this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair other documents and instruments to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly be executed and delivered by Sellers and Shareholders pursuant hereto and the Sellersconsummation of the transactions contemplated hereby and thereby. This Agreement constitutes, and each Ancillary Agreement will when executed and delivered, the other documents and instruments to be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution Sellers and delivery by Shareholders (including the other parties hereto and thereto, constitutes or Other Transaction Documents) will constitute a legalconstitute, valid and binding agreement agreements of each Seller Sellers and Shareholders, enforceable against each Seller in accordance with its their respective terms, subject to the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or laws affecting creditors’ rights generally and remedies generally, and subject, as to enforceability, to general equitable principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether considered enforcement is sought in a proceeding at law or in equity or at lawequity).

Authority; Enforceability. Each Seller of Parent, Holdco and Merger Sub has all necessary the full requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements other Transaction Documents to which it is a partyparty (or is contemplated to be a party at the Closing), and, subject to receipt of the Required Parent Vote, the adoption of this Agreement by Holdco in its capacity as the sole stockholder of Merger Sub and the adoption of this Agreement by Parent in its capacity as the sole stockholder of Holdco, to perform its obligations hereunder under this Agreement and thereunder the other Transaction Documents to which it is a party (or is contemplated to be a party at the Closing), and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements other Transaction Documents to which it Parent, Holdco or Merger Sub is a party (or is contemplated to be a party at the Closing), by Parent, Holdco and the Merger Sub, as applicable, and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary requisite corporate action on action, other than the part Required Parent Vote, the adoption of each Seller this Agreement by Holdco in its capacity as the sole stockholder of Merger Sub and the adoption of this Agreement by Parent in its capacity as the sole stockholder of Holdco, and no other corporate proceedings on the their part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize the execution, delivery or performance of this Agreement or and such Transaction Documents. This Agreement and each of the Ancillary Agreements other Transaction Documents to which it Parent, Holdco or Merger Sub is a party (or is contemplated to consummate be a party at the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (iClosing) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been (or, with respect to the Transaction Documents that are not contemplated to be executed and delivered as of the date hereof, will be prior to Closing) duly executed and delivered by Parent, Holdco and the SellersMerger Sub, and each Ancillary Agreement will be duly executed and delivered by each Seller party theretoas applicable, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute that this Agreement is a legal, valid and binding agreement obligation of the Member, this Agreement and each Seller of the other Transaction Documents that is a Contract to which Parent, Holdco or Merger Sub is a party (or is contemplated to be a party at the Closing) constitutes (or, with respect to such Transaction Documents that are not contemplated to be executed and delivered as of the date hereof, will constitute at the Closing) a valid and binding obligation of Parent, Holdco and the Merger Sub, as applicable, enforceable against each Seller in accordance with its terms, subject to the effects of except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar Laws Legal Requirements relating to or affecting creditors’ rights generally and general or by equitable principles (regardless of whether considered enforcement is sought at law or in equity). The shares of Holdco Common Stock and Holdco Preferred Stock to be issued as a proceeding result of the Merger and the shares of Holdco Stock constituting the Stock Consideration and the Earnout Shares have been duly authorized and, when issued pursuant to this Agreement, will be validly issued, fully paid and non-assessable and free of preemptive rights, and will be issued in equity or at law)compliance with all applicable U.S. federal and state securities Laws. As of the date hereof, the Board of Directors of Parent has unanimously (a) determined that it is in the best interests of Parent and Parent’s stockholders, and declared it advisable, to enter into this Agreement, (b) approved the Merger and (c) upon the terms and subject to the conditions of this Agreement, resolved to recommend that the stockholders of Parent adopt this Agreement and to submit this Agreement to the stockholders of Parent for adoption. The Board of Directors of Holdco has unanimously (i) determined that it is in the best interests of Holdco and its sole stockholder, and declared it advisable, to enter into this Agreement, (ii) approved the Merger, and the issuance of shares of Holdco Common Stock and Holdco Preferred Stock in connection with the Merger and Contribution and (iii) resolved to submit this Agreement to its sole stockholder for adoption. The Board of Directors of Merger Sub has unanimously (x) determined that it is in the best interests of Merger Sub and its sole stockholder, and declared it advisable, to enter into this Agreement, (y) approved the Merger and (z) resolved to submit this Agreement to its sole stockholder for adoption.

Authority; Enforceability. Each Seller The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by each Seller the Company of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller the Company and no other corporate proceedings on the part of any Seller the Company are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation DGCL to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby(other than the adoption of this Agreement by the holders of a majority of the outstanding shares of the Company Common Stock (the “Requisite Stockholder Vote”)). Each Seller’s The Board of Directors has Directors, at a meeting duly called and held, duly adopted resolutions (i) approved approving this Agreement and the transactions contemplated hereby, (ii) determined determining that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, the Company’s stockholders and (iii) declared declaring the advisability of this Agreement, which, subject to Sections 6.2 and 6.5(b), resolutions have not been subsequently rescinded, modified or withdrawn in any way. This Agreement has been duly executed and delivered by the Sellers, Company and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and theretohereto, constitutes or will constitute a legal, valid and binding agreement of each Seller the Company enforceable against each Seller the Company 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). The approval of the transactions contemplated by this Agreement by the Requisite Stockholder Vote is the only votes of the holders of any class or series of capital stock or other Equity Interests of the Company or any Company Subsidiary necessary to adopt this Agreement or approve the transactions contemplated hereby.

Authority; Enforceability. Each Parent and each Seller has all necessary the requisite corporate or company power (as the case may be) and authority to execute and deliver this Agreement and the Ancillary Agreements each other Transaction Document to which it is a party, party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Parent and each Seller of this Agreement and each other Transaction Document as of the Ancillary Agreements to which it is a party Closing, and the consummation by each Seller of the transactions contemplated hereby and thereby by Parent and such Seller have been duly and validly approved by Parent and such Seller’s board of directors or manager(s) (as the case may be) and have been duly and validly authorized by all necessary corporate action or company action, and no other proceeding on the part of each Parent or such Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws board of its jurisdiction directors or manager(s) (as the case may be) or equityholders of incorporation Parent or such Seller is necessary to authorize this Agreement or the Ancillary Agreements any Transaction Document to which it Parent or such Seller is a party or any other instrument required to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly be executed and delivered by Parent or such Seller at the Sellers, Closing or the consummation of the transactions contemplated thereby. This Agreement and each Ancillary Agreement other Transaction Document as of the Closing, (a) has been (or will be be, as applicable, when executed and delivered) duly and validly executed and delivered by Parent and each Seller party theretoSeller, and, and (b) assuming the due authorization, execution and delivery thereof by the each other parties hereto and party thereto, constitutes (or will constitute constitute, as applicable, when executed and delivered) a legal, valid and binding agreement obligation of each Seller Parent and such Seller, enforceable against each Seller it 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 Proceeding in equity or at law).

Authority; Enforceability. Each Seller of the Company and the Stockholders’ Agent has all necessary corporate or other power and authority to execute and deliver this Agreement and the Ancillary Agreements Agreement, each Transaction Document to which it is a party, party and each instrument required to be executed and delivered by it on or prior at the Closing and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery by the Company and performance by each Seller the Stockholders’ Agent of this Agreement Agreement, each other Transaction Document and each instrument required to be executed and delivered by it on or prior to the Ancillary Agreements to which it is a party Closing, the performance of its obligations hereunder and thereunder and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly approved by the Company’s Board of Directors and the comparable governing body of the Stockholders’ Agent, if applicable, and have been duly and validly authorized by all necessary corporate action on the part of each Seller or similar action, and no other corporate or similar proceedings on the part of any Seller the Company or the Stockholders’ Agent are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements Agreement, any Transaction Document to which it is they are a party or any instrument required to consummate be executed and delivered by them on or prior to the Closing or the consummation of transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement , other than the Stockholder Approval, which shall be duly and effectively given immediately after the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability execution of this Agreement. This Agreement Each of this Agreement, the other Transaction Documents to which the Company and the Stockholders’ Agent are party and each instrument required to be executed and delivered by them on or prior to the Closing has been duly and validly executed and delivered by the Sellers, Company and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, the Stockholders’ Agent and, assuming the due authorization, execution and delivery thereof by the other parties hereto Parent and theretoMerger Sub, constitutes or will constitute a legal, valid and binding agreement obligation of each Seller of the Company and the Stockholders’ Agent, enforceable against each Seller of them 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 law).

Authority; Enforceability. Each The Seller has all necessary corporate has, and each of its Affiliates contemplated to be party to any Ancillary Agreement by the Closing will have, the requisite organizational power and authority to execute and deliver enter into this Agreement and the Ancillary Agreements to which it is a partyAgreements, to perform its obligations hereunder and thereunder as applicable, and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party by the Seller and its applicable Affiliates and the consummation by each Seller of the transactions contemplated hereby and thereby have been, or in the case of any applicable Affiliate of the Seller will have been by the Closing, duly and validly authorized by all necessary corporate action on the part of each Seller and no other corporate organizational proceedings on the part of the Seller or any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction applicable Affiliates are, or on the part of incorporation any applicable Affiliates of the Seller at the Closing will be, required therefor. The Seller and its Affiliates have, and will have at or prior to authorize this Agreement the Closing, full shareholder, corporate, limited liability company, partnership or similar organizational (as applicable) power and authority to execute and deliver the Ancillary Agreements Transaction Documents to which it is a party and to perform its obligations hereunder or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreementthereunder. This Agreement has been been, and by the Closing the Ancillary Agreements will have been, duly executed and delivered by the Sellers, Seller and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, its applicable Affiliates and, assuming the due authorization, execution and delivery of this Agreement by the other parties hereto Purchaser, and theretothe Ancillary Agreements by the Purchaser and its applicable Affiliates by the Closing, constitutes or will constitute a the legal, valid and binding agreement obligations of each the Seller and its applicable Affiliates, enforceable against each Seller them in accordance with its their terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and moratorium, fraudulent transfer or other similar Laws affecting or relating to or affecting the enforcement of creditors’ rights generally from time to time in effect, and to general equitable principles (whether considered in a proceeding in of equity or at law)and the implied covenant of good faith and fair dealing.

Authority; Enforceability. Each Seller of the Acquired Companies has all necessary the requisite corporate or limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements Agreement, each other Transaction Document to which it is or will be a party, and each instrument required to be executed and delivered by it at the Closing and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyContemplated Transactions. The execution, execution and delivery and performance by each Seller Acquired Company of this Agreement and the Ancillary Agreements Agreement, each other Transaction Document to which it is or will be a party party, and each instrument required to be executed and delivered by it prior to or at the Closing, the performance of its obligations hereunder and thereunder, and the consummation by each Seller of the transactions contemplated hereby Contemplated Transactions have been duly and thereby validly approved by the board of directors or other applicable governing body of each Acquired Company and have been duly and validly authorized by all necessary corporate action on the part of each Seller and limited liability company action, and no other corporate or limited liability company proceedings on the part of any Seller Acquired Company are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements Agreement, any Transaction Document to which it is or will be a party party, or any instrument required to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly be executed and delivered by it at the SellersClosing or the consummation of Contemplated Transactions. With respect to each Acquired Company, and each Ancillary Agreement this Agreement, any Transaction Document to which it is or will be duly a party, or any instrument required to be executed and delivered by each Seller party thereto, it at the Closing has been duly and validly executed and delivered by such Acquired Company and, assuming the due authorization, execution and delivery thereof by the other parties hereto Buyer Parties and the Selling Parties who are party thereto, constitutes or will constitute a legal, valid and binding agreement obligation of each Seller such Acquired Company, enforceable against each Seller such Acquired Company 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 law).

Authority; Enforceability. Each Seller has all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder, and to consummate the Ancillary transactions contemplated hereby. Seller and each Selling Affiliate has all necessary corporate power and authority to execute and deliver the Transaction Agreements to which it is a party, to perform its respective obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement Agreement, and the Ancillary execution, delivery and performance by Seller and each Selling Affiliate of the Transaction Agreements to which it is a party party, and the consummation by Seller and each Seller of the Selling Affiliates of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Seller and each Seller of the Selling Affiliates, as applicable, and no other corporate proceedings on the part of Seller or any Seller of the Selling Affiliates are necessary pursuant to its governing documents or the laws Laws of its jurisdiction of incorporation organization to authorize this Agreement or the Ancillary Transaction Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the SellersSeller, and each Ancillary Transaction Agreement will be duly executed and delivered on the Closing Date by each Seller or the Selling Affiliate(s) specified to be a party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement of each Seller or such Selling Affiliate(s), as applicable, enforceable against each Seller or such Selling Affiliate(s), as applicable, in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (principles, whether considered in a proceeding in equity or at lawlaw (collectively, the “General Enforceability Exceptions”).

Authority; Enforceability. Each Seller has all necessary corporate The Purchaser has, and each of its Affiliates contemplated to be party to any Ancillary Agreement by the Closing will have, the requisite organizational power and authority to execute and deliver enter into this Agreement and the Ancillary Agreements to which it is a partyAgreements, to perform its obligations hereunder and thereunder as applicable, and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party by the Purchaser and its applicable Affiliates and the consummation by each Seller of the transactions contemplated hereby and thereby have been, or in the case of any applicable Affiliate of the Purchaser will have been by the Closing, duly and validly authorized by all necessary corporate action on the part of each Seller and no other corporate organizational proceedings on the part of the Seller or any Seller are necessary pursuant applicable Affiliate of the Purchaser are, or on the part of any applicable Affiliates of the Purchaser at the Closing will be, required therefor. The Purchaser and its Affiliates has, and will have at or prior to its governing documents the Closing, full shareholder, corporate, limited liability company, partnership or similar organizational (as applicable) power and authority to execute and deliver the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements Transaction Documents to which it is a party and to perform its obligations hereunder or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreementthereunder. This Agreement has been been, and by the Closing the Ancillary Agreements will have been, duly executed and delivered by the Sellers, Purchaser and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, its applicable Affiliates and, assuming the due authorization, execution and delivery of this Agreement by the other parties hereto Seller, and theretothe Ancillary Agreements by the Seller and its applicable Affiliates by the Closing, constitutes or will constitute a the legal, valid and binding agreement obligations of each Seller the Purchaser and its applicable Affiliates, enforceable against each Seller them in accordance with its their terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and moratorium, fraudulent transfer or other similar Laws affecting or relating to or affecting the enforcement of creditors’ rights generally from time to time in effect, and to general equitable principles (whether considered in a proceeding in of equity or at law)and the implied covenant of good faith and fair dealing.

Authority; Enforceability. Each The Seller has all necessary and Argan have the requisite corporate power and authority and legal capacity to execute and deliver this Agreement and each Transaction Document contemplated hereunder to be executed and delivered by Seller and/or Argan, as the Ancillary Agreements to which it is a partycase may be, to perform its obligations hereunder and thereunder on or before the Closing Date, and to consummate the transactions contemplated hereby and therebyto comply with the provisions hereof and thereof. The execution, delivery and performance by each Seller and/or Argan, as the case may be, of this Agreement and the Ancillary Agreements Transaction Documents contemplated hereunder to which it is a party be executed and delivered by Seller and/or Argan, as the case may be, on or before the Closing Date, the consummation by each Seller and/or Argan, as the case may be, of the transactions contemplated hereby and thereby thereby, and the compliance by Seller and/or Argan, as the case may be, with the provisions hereof and thereof, have been duly and validly authorized by all necessary corporate action on the part of each Seller and/or Argan, as the case may be, and no other corporate proceedings action on the part of any Seller are or Argan is necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party and such Transaction Documents or to consummate the transactions contemplated hereby or and thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been been, and each Transaction Document contemplated hereunder to be executed and delivered by Seller and/or Argan, as the case may be, on or before the Closing Date will have been, duly executed and delivered by Seller and/or Argan, as the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party theretocase may be, and, assuming the due authorization, execution and delivery by the other parties hereto and theretoBuyer, constitutes or will constitute upon such execution and delivery a legal, valid and binding agreement obligation of each Seller and/or Argan, as the case may be, enforceable against each Seller and/or Argan, as the case may be, 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).

Authority; Enforceability. Each Seller has all necessary requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a partyDocuments, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party Documents by Seller, the performance by Seller of its obligations hereunder and thereunder, and the consummation by each Seller of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all necessary the board of directors of Seller, and no other corporate action or proceeding on the part of each Seller is necessary to authorize the execution and no other corporate proceedings on delivery of this Agreement and the part Ancillary Documents by Seller, the performance by Seller of any Seller are necessary pursuant to its governing documents obligations hereunder or thereunder or the laws consummation by Seller of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each This Agreement has been and, prior to the Designated Interest Closing, the Ancillary Documents will be, duly and validly executed and delivered by Seller’s Board , and, assuming the due and valid execution and delivery of Directors has (i) approved this Agreement and the transactions contemplated herebyAncillary Documents by the Company and Purchaser, (ii) determined that the terms of this Agreement are fair to constitutes and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or Documents will constitute a legal, valid and binding agreement obligations of each Seller Seller, enforceable against each Seller in accordance with its their terms, subject to the effects of applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and to general equitable principles of equity (whether considered in a proceeding at law or in equity or at lawequity).

Authority; Enforceability. Each Seller has all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. (a) The execution, delivery and performance by the Company of each Seller of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller of the transactions contemplated hereby and thereby Transaction Documents have been duly and validly authorized by all necessary corporate action. The Company has all requisite power and authority to issue, sell and deliver the Purchased Shares, in accordance with and upon the terms and conditions set forth in this Agreement. On or prior to the Closing Date, all action on required to be taken by the part Company for the authorization, issuance, sale and delivery of each Seller the Purchased Shares, the execution and no other corporate proceedings on delivery of the part Transaction Documents and the consummation of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby thereby shall have been validly taken. No approval from the holders of outstanding Common Shares is required under the Organizational Documents of the Company or therebythe rules of NASDAQ in connection with the Company’s issuance and sale of the Purchased Shares to the Purchasers. 15 (b) Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement Transaction Documents has been or, when delivered hereunder, will have been, duly executed and delivered by the SellersCompany. Each of the Transaction Documents constitutes, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute constitute, a legal, valid and binding agreement obligation of each Seller the Company, enforceable against each Seller in accordance with its terms; provided that, subject with respect to each such agreement, the effects of enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other or similar Laws relating from time to or time in effect affecting the enforcement of creditors’ rights and remedies generally and by general equitable principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law).. (c) Subject to the accuracy of the representations and warranties of each Purchaser set forth in Article IV hereof, the Company has taken all action necessary to exempt from the registration requirements of the Securities Act the issuance and sale of the Purchased Shares. The Company has taken, or prior to Closing will take, all action reasonably necessary to exempt the Purchasers from the provisions of any stockholder rights plan or other “poison pill” arrangement, any anti-takeover, business combination or control share law or statute binding on the Company or to which the Company or any of its assets and properties may be subject and any provision of the Company’s Organizational Documents that is or would reasonably be expected to become applicable to the Purchasers as a result of the transactions contemplated hereby, including without limitation, the issuance of the Purchased Shares and the ownership, disposition or voting of the Purchased Shares by the Purchasers or the exercise of any right granted to the Purchasers pursuant to this Agreement or the other Transaction Documents. (d) As of the date of this Agreement, the XXXXX Purchase Agreement and the Debt Commitment Letter are in full force and effect and constitute the legal, valid and binding obligation of the Company and its Subsidiaries, as applicable, enforceable in accordance with its terms; provided that, with respect to each such agreement, the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws from time to time in effect affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law). Section 3.14

Authority; Enforceability. Each of Parent and Seller has all necessary the requisite corporate power and authority to execute and deliver this Agreement Agreement, and each of Parent, Seller and each Seller Party has the Ancillary Agreements requisite corporate power and authority to execute and deliver each other Transaction Document to which it is a party, party and each instrument required to be executed and delivered by it prior to or at the Closing and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery by Parent and performance by each Seller of this Agreement Agreement, and of Parent, Seller and each Seller Party of each other Transaction Document and each instrument required to be executed and delivered by it prior to or at the Ancillary Agreements to which it is a party Closing, the performance of its obligations hereunder and thereunder and the consummation by each Seller of the transactions contemplated hereby and thereby have been been, or (with respect to Transaction Documents and instruments that will be executed and delivered after the date of this Agreement) will be, duly and validly authorized by all necessary corporate action on the part of each Parent, Seller or such Seller Party no later than the Closing Date, and no other corporate or similar proceedings on the part of Parent, Seller, any Seller Party or any of their Affiliates are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements Agreement, any Transaction Document to which it is a party or any instrument required to consummate be executed and delivered by it prior to or at the Closing or the consummation of transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement the Transaction Documents to which Parent, Seller or any Seller Party is or will be a party have been or, with respect to the Transaction Documents to be executed and the transactions contemplated herebydelivered at Closing, (ii) determined that the terms of this Agreement are fair to will be, duly and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly validly executed and delivered by the SellersParent, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, or such Seller Party and, assuming the due authorization, execution and delivery hereof by the other parties hereto and or thereto, constitutes or will constitute a legal, valid and binding agreement obligations of each Parent, Seller or such Seller Party, enforceable against each Seller it in accordance with its terms, except that (i) such enforcement may be subject to the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws Law relating to or affecting creditors’ rights generally generally, and general (ii) the remedy of specific performance and injunctive and other forms of equitable principles relief may be subject to equitable defenses and to the discretion of the Court before which any Proceeding therefor may be brought (whether considered in a proceeding in the “Enforceability Exceptions”). Parent, Seller and each Seller Party has obtained any necessary approvals from its shareholders to enter into this Agreement and the other Transaction Documents and to consummate the transactions contemplated hereby and thereby. Except as set forth on Section 3.5 of the Parent Disclosure Schedules, no vote or consent of the holders of any class or series of capital stock or other equity interest of Parent, Seller or at law).the Company is necessary to approve this Agreement, any other Transaction Document or the transactions contemplated hereunder or thereunder. Parent has duly approved this Agreement, any other Transaction Document and the transactions contemplated hereunder or thereunder. 3.6

Authority; Enforceability. Each Seller The Company has all necessary the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements each Transaction Document to which it is a party, party and each instrument required to be executed and delivered by it at the Closing thereunder and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The executionexecution and delivery by the Company of each Transaction Document and each instrument required to be executed and delivered by it at the Closing thereunder, delivery and the performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party its obligations thereunder, and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller or similar action, and no other corporate or similar proceedings on the part of any Seller the Company are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements authorize, any Transaction Document to which it is a party or any instrument required to consummate be executed and delivered by it at the Closing or the consummation of transactions contemplated thereby. The affirmative vote of the Requisite Stockholders, in favor of the approval of the transactions contemplated hereby or thereby. Each Seller(including the Mergers) (the “Company Stockholder Approval”) are the only votes of the holders of any of the Company’s Board capital stock necessary in connection with the consummation of Directors has (i) approved this Agreement and the transactions contemplated hereby, hereby (iiincluding the Mergers) determined that and the terms Company Stockholder Approval has been obtained through the execution and delivery of this Agreement are fair the Written Consent. The execution and delivery of each Transaction Document to which the Company is a party and in each instrument required to be executed and delivered by it at the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement Closing has been duly and validly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, Company and, assuming the due authorization, execution and delivery thereof by the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement obligation of each Seller the Company, enforceable against each Seller it 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 Proceeding in equity or at law).

Authority; Enforceability. Each Seller The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller the Company of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller the Company and no other corporate proceedings on the part of any Seller the Company are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby(other than the approval of the transactions contemplated by this Agreement pursuant to an affirmative vote of holders of at least two-thirds (?) of the outstanding Shares of each of the No Par Common Stock and the Class B Common Stock, voting as separate classes, entitled to vote to approve this Agreement and the Cash Merger (the “Requisite Shareholder Vote”)). Each Seller’s The Board of Directors has Directors, at a meeting duly called and held, duly and unanimously adopted resolutions (i) approved adopting this Agreement and the transactions contemplated hereby, (ii) determined determining that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholdersthe Company’s shareholders, and (iii) declared declaring the advisability of this Agreement, and (iv) recommending (the “Board Recommendation”) that the Company’s shareholders vote in favor of approving this Agreement at the Shareholders Meeting (as defined in Section 6.3), which resolutions have not been subsequently rescinded, modified or withdrawn in any way. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, Company and, assuming due authorization, execution and delivery by the other parties hereto and theretohereto, constitutes or will constitute a legal, valid and binding agreement of each Seller the Company, enforceable against each Seller the Company 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). The approval of this Agreement by the Requisite Shareholder Vote is the only vote of the holders of any class or series of capital stock, other Equity Interests or Liabilities of the Company, any Company Subsidiary or any Nonprofit Organization necessary to approve this Agreement and the transactions contemplated hereby.

Authority; Enforceability. Each Seller Buyer Party has all necessary corporate requisite power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller Buyer Party of this Agreement and each of the Ancillary Agreements to which it is a party party, the performance by each Buyer Party of this Agreement and each of the Ancillary Agreements to which it is a party, and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate or limited liability company action on the part of each Seller (as applicable) by such Buyer Party and no other corporate proceedings or limited liability company proceeding (as applicable) on the part of any Seller are Buyer Party is necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or and each of the Ancillary Agreements to which it is a party party, or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, each Buyer Party and each of the Ancillary Agreement Agreements to which such Buyer Party is a party will be duly executed and delivered by such Buyer Party, as applicable. This Agreement constitutes, and each Seller of the Ancillary Agreements to which each Buyer Party is a party theretowhen duly executed and delivered by such Buyer Party will constitute, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement obligation of each Seller such Buyer Party, enforceable against each Seller such Buyer Party in accordance with its terms, subject to the effects of except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar Laws relating to or laws affecting creditors’ rights generally and by general equitable principles (regardless of whether considered enforcement is sought in a proceeding at law or in equity or at lawequity).

Authority; Enforceability. Each of Company and Real Estate Seller has all necessary corporate the right, power and requisite authority to execute and deliver this Agreement and the Ancillary Transaction Agreements to which it is or will be a party, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Each Shareholder represents and warrants that he or she has the right, power and legal capacity to execute and deliver the Transaction Agreements to which he or she will be a party, and to perform his or her respective obligations thereunder and to consummate the transactions contemplated hereby. Each of Company, the Shareholders and Real Estate Seller represent that the Transaction Agreements signed by him, her or it constitute (or will, when executed and delivered as contemplated herein, constitute) his, her or its legally binding obligations, enforceable in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors’ rights generally now or hereafter in effect, and subject to the availability of equitable remedies. Except as set forth on Schedule 4.02, each of the Company, the Shareholders and Real Estate Seller represent and warrant that the execution, delivery and performance of the Transaction Agreements signed by him, her or it, and the consummation of the transactions contemplated thereby, do not and will not: (i) require the consent, waiver, approval, license or other authorization of any Person (including any spousal consent); (ii) conflict with or violate in any material respect any provision of Applicable Law. Except as set forth on Schedule 4.02, each of the Company and Real Estate Seller represent and warrant that the execution, delivery and performance of the Transaction Agreements signed by it, and the consummation of the transactions contemplated thereby, do not and will not: (i) contravene, conflict with, or result in a violation of: (1) any provision of its Organizational Documents; or (2) any resolution adopted by its governing board, shareholders, members, managers or partners, as applicable; or (ii) conflict in any material respect with, require a consent or waiver under, result in the termination of any provisions of, constitute a default under, accelerate any obligations arising under, trigger any payment under, result in the creation of any Lien pursuant to, or otherwise materially, adversely affect or change or modify the terms of, any Material Contract to which it is a party or by which its assets are bound, in each such case whether with or without the giving of notice, the passage of time or both. All requisite corporate, company or partnership action, as applicable, has been taken by each Seller of this Agreement the Company and Real Estate Seller, as applicable, to authorize and approve the Ancillary execution and delivery of the Transaction Agreements to which it is a party and the consummation performance by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws it of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement of each Seller enforceable against each Seller 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)obligations thereunder.

Authority; Enforceability. Each Seller has all necessary corporate power and authority to execute and deliver this Agreement and Seller, the Ancillary Company and each of the Company’s Subsidiaries have all necessary corporate power and authority to execute and deliver each of the Transaction Agreements with respect to which it such Person is a party, to perform its such Person’s obligations hereunder and thereunder thereunder, as the case may be, and to consummate the transactions contemplated hereby and thereby, as the case may be. The execution, delivery and performance by each Seller of this Agreement and the Ancillary Transaction Agreements to which it is a party and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller Seller, the Company and the Company’s Subsidiaries, as applicable, and no other corporate proceedings action on the part of any Seller are such Person or such Person’s board of directors (or the equivalent thereof) is necessary pursuant to its governing documents or the laws Laws of its jurisdiction of incorporation organization to authorize this Agreement or the Ancillary Agreements to which it is a party Transaction Agreements, as applicable, or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreementas applicable. This Agreement has been duly executed and delivered by the SellersSeller, and each Ancillary Transaction Agreement will be duly executed and delivered by each Seller of Seller, the Company and the Company’s Subsidiaries to the extent a party thereto, thereto and, assuming due authorization, execution and delivery by the other parties hereto and theretoPurchaser, constitutes or will constitute a legal, valid and binding agreement of each Seller Seller, the Company, and the Subsidiaries, as applicable, enforceable against each Seller such Person 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 (principles, whether considered in a proceeding in equity or at lawlaw (collectively, the “General Enforceability Exceptions”).

Authority; Enforceability. Each Seller of the Autodata Parties and NSULC has all necessary the requisite corporate or other organizational power and authority to execute and deliver this Agreement and the Ancillary Agreements other Transaction Documents and Operations Documents to which it is a party, to perform its respective obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller of the Autodata Parties and NSULC of this Agreement and the Ancillary Agreements other Transaction Documents and Operations Documents to which it is a party party, and the performance by it of its respective obligations hereunder and thereunder, have been duly authorized by all necessary actions by it, and no other action on the part of such Person or its equity holders is necessary to approve this Agreement, the other Transaction Documents and Operations Documents, or the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been been, and each other Transaction Document and Operation Document to which such Person is a party, when executed, will be, duly executed and delivered by the Sellerssuch Person, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes each such agreement constitutes, or will constitute at the time of execution, a legal, valid and binding agreement of each Seller such Person, enforceable against each Seller it in accordance with its termssuch agreement’s terms and conditions, subject to except as the effects of enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, fraudulent transfer, preference, moratorium and or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights creditors generally and or by general equitable equity principles (regardless of whether such enforceability is considered in a proceeding Proceeding in equity or at law).) and except that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding may be brought. 30 4.3

Authority; Enforceability. Each Seller has all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Transaction Agreements to which it is a party, to perform its obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and the Ancillary Transaction Agreements to which it is a party and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller Seller, and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws Laws of its jurisdiction of incorporation organization to authorize this Agreement or the Ancillary Transaction Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the SellersSeller, and each Ancillary Transaction Agreement to which it is specified to be a party will be duly executed and delivered by each Seller party theretoSeller, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement of each Seller Seller, enforceable against each Seller 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 (principles, whether considered in a proceeding in equity or at lawlaw (collectively, the “General Enforceability Exceptions”).

Authority; Enforceability. Each Seller The Partnership has all necessary corporate requisite power and authority under the Partnership Agreement and the Delaware LP Act to execute issue, sell and deliver the Purchased Units and the Warrants, in accordance with and upon the terms and conditions set forth in this Agreement and the Ancillary Agreements Partnership Agreement. All limited partnership and limited liability company action, as the case may be, required to which it is a partybe taken by the Partnership Entities or any of their partners or members for the authorization, to perform its obligations hereunder issuance, sale and thereunder and to consummate delivery of the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement Purchased Units and the Ancillary Agreements to which it is a party Warrants, the execution and delivery of the Transaction Documents and the consummation by each Seller of the transactions contemplated hereby thereby shall have been validly taken. No approval from the holders of outstanding Common Units is required under the Partnership Agreement or the rules of the NYSE in connection with the Partnership’s issuance and thereby have sale of the Purchased Units and the Warrants to the Purchasers. Each of the Transaction Documents has been duly and validly authorized by all necessary corporate action on the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly or, with respect to the Transaction Documents to be delivered at the Closing, will be, validly executed and delivered by the SellersPartnership or the General Partner, and each Ancillary Agreement will be duly executed and delivered by each Seller party theretoas the case may be, and, assuming due authorizationto the Knowledge of the USAC Parties, execution and delivery by the other parties hereto and thereto. Each of the Transaction Documents constitutes, constitutes or will constitute a constitute, the legal, valid and binding agreement obligations of the Partnership or the General Partner, as the case may be, and, to the Knowledge of the USAC Parties, each Seller of the parties thereto, in each case enforceable against each Seller in accordance with its terms; provided that, subject with respect to each such agreement, the effects of enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other or similar Laws relating from time to or time in effect affecting creditors’ rights and remedies generally and by general equitable principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law).

Authority; Enforceability. Each of Seller and its Affiliates has all necessary corporate the requisite power to execute, deliver and authority to execute and deliver perform its obligations under this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate (including the consummation of the transactions contemplated hereby and thereby) to which it is or will be a party. The execution, delivery and performance by each of Seller and its Affiliates of this Agreement and the Ancillary Agreements to which it is a party and (including the consummation by each Seller of the transactions contemplated hereby and thereby thereby) to which it is or will be a party have been duly and validly authorized by all necessary corporate requisite entity action on the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to and/or its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated herebyAffiliates, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreementas applicable. This Agreement has been duly executed and delivered by the Sellers, and each Seller. Each Ancillary Agreement has been (or will be be) duly executed and delivered by each Seller party theretoand/or its Affiliates, and, assuming as applicable. Assuming due authorization, execution and delivery thereof by the other parties hereto and theretoBuyer, this Agreement constitutes or will constitute a legal, valid and binding agreement obligation of each Seller Seller, enforceable against each Seller in accordance with its terms, subject to the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and insolvency or other similar Laws relating to or affecting the enforcement of creditors’ rights generally and general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity equity) (“Creditors’ Rights”). Assuming due authorization, execution and delivery thereof by Buyer and any other parties thereto, and upon execution and delivery thereof, the Ancillary Agreements to which Seller and/or its Affiliates is or at lawwill be a party will constitute, legal, valid and binding obligations of Seller or the applicable Affiliate thereof, enforceable against Seller and/or its Affiliates, as applicable, in accordance with their respective terms, subject to Creditors’ Rights. No Conflicts. Provided that all Consents listed on Schedule 4.04 have been obtained and that Buyer has obtained all Permits necessary for Buyer to continue to operate the Business, the execution, delivery and performance by Seller and/or its Affiliates, as applicable, of this Agreement and the Ancillary Agreements do not and will not: (a) violate or conflict with the Governing Documents of Seller or any such Affiliate thereof; (b) violate or conflict with any Law or Order applicable to Seller, any such Affiliate thereof or the Business; (c) result in any breach of, or constitute a default (with or without notice or lapse of time, or both) under, or give to any Person any right to terminate, amend or accelerate any right or obligation under any Material Contract; or (d) result in the creation of any Lien (other than a Permitted Lien) on any Purchased Asset except (in the case of clauses (b), (c) and (d) immediately above) for any such violations, conflicts, breaches, defaults, rights or Liens as would not, individually or in the aggregate, be adverse in any material respect to the Business.

Authority; Enforceability. Each Seller Purchaser has all necessary requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a partyDocuments, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party Documents by Purchaser, the performance by Purchaser of its obligations hereunder and thereunder, and the consummation by each Seller Purchaser of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all necessary the board of directors of Purchaser, and no other corporate action or proceeding on the part of each Seller Purchaser is necessary to authorize the execution and no other corporate proceedings on delivery of this Agreement and the part Ancillary Documents by Purchaser, the performance by Purchaser of any Seller are necessary pursuant to its governing documents obligations hereunder or thereunder or the laws consummation by Purchaser of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board This Agreement has been and, prior to the Designated Interest Closing, the Ancillary Documents will be, duly and validly executed and delivered by Purchaser, and, assuming the due and valid execution and delivery of Directors has (i) approved this Agreement and the transactions contemplated herebyAncillary Documents by the Company and Seller, (ii) determined that the terms of this Agreement are fair to constitutes and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or Documents will constitute a legal, valid and binding agreement obligations of each Seller Purchaser, enforceable against each Seller Purchaser in accordance with its their terms, subject to the effects of applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar Laws relating to or affecting creditors’ rights generally and to general equitable principles of equity (whether considered in a proceeding at law or in equity or at lawequity).

Authority; Enforceability. Each Asset Seller and Company, as applicable, has all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Transaction Agreements to which it is a party, to perform its obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement Agreement, and by each Asset Seller and Company, as applicable, of the Ancillary Transaction Agreements to which it is a party party, and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Asset Seller and Company, and no other corporate proceedings on the part of any each Asset Seller or Company are necessary pursuant to its governing documents or the laws Laws of its jurisdiction of incorporation organization to authorize this Agreement or the Ancillary Transaction Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the SellersSeller, and each Ancillary Transaction Agreement to which each Asset Seller and Company is a party will be duly executed and delivered by each that Asset Seller party theretoor Company, and, assuming due authorization, execution and delivery by Purchaser or the other parties hereto and theretothereto (other than any Asset Seller or Company), constitutes or will constitute a legal, valid and binding agreement of each that Asset Seller enforceable or Company, against each that Asset Seller or Company 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 (principles, whether considered in a proceeding in equity or at lawlaw (collectively, the “General Enforceability Exceptions”).

Authority; Enforceability. Each Seller (a) The Company has all necessary corporate power power, capacity and authority to execute and deliver this Agreement and the Ancillary Agreements Documents to which it is a party, to perform its obligations hereunder and thereunder thereunder, and, subject to the adoption of the agreement of merger (as such term is used in Section 251 of the Act) contained in this Agreement by the holders of a majority of the outstanding Shares prior to the consummation of the Merger and the filing of the Certificate of Merger with the Secretary of State of Delaware, to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and each of the Ancillary Agreements Documents to which it the Company is a party party, and the consummation by each Seller of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all necessary corporate action on the part board of each Seller directors of the Company and no other corporate proceedings on the part of any Seller the Company are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board to perform its obligations hereunder, other than, with respect to completion of Directors has the Merger, the adoption of the agreement of merger (ias such term is used in Section 251 of the Act) approved contained in this Agreement by the holders of a majority of the outstanding Shares prior to the consummation of the Merger and the transactions contemplated hereby, (ii) determined that filing of the terms Certificate of this Agreement are fair to and in Merger with the best interests Secretary of such Seller and its stockholders, and (iii) declared the advisability State of this AgreementDelaware. This Agreement has been been, and the Ancillary Documents to which it is a party, when entered into by the Company, will be, duly and validly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, Company and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitutes or this Agreement constitutes, and the Ancillary Documents to which the Company is a party, when entered into by the Company, will constitute a constitute, the legal, valid and binding agreement obligations of each Seller the Company enforceable against each Seller the Company in accordance with its their terms, subject except (a) to the effects of extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar Laws relating to or affecting the enforcement of creditors’ rights generally and general (b) that the availability of equitable principles (whether considered in a remedies, including specific performance, is subject to the discretion of the court before which any proceeding in equity or at law)thereof may be brought.

Authority; Enforceability. Each Seller has all necessary and the Company each have full corporate power and authority to execute and deliver enter into this Agreement and the Ancillary Agreements other Transaction Documents to which it each is a party, as applicable, and to perform its their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebythereunder. The execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party other Transaction Documents and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary corporate action required corporate, board, and shareholder actions of Seller and the Company, and no other actions on the part of each Seller and no other corporate proceedings on or the part of any Seller Company are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize and approve this Agreement or and the Ancillary Agreements to which it is a party or to consummate other Transaction Documents and the transactions contemplated hereby or and thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by Seller and the SellersCompany, and each Ancillary Agreement will constitutes a valid and binding obligation of Seller and the Company, enforceable against Seller and the Company in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by the principles governing the availability of equitable remedies). At Closing, all other Transaction Documents to be executed and delivered by Seller and/or the Company shall have been duly executed and delivered by each Seller party theretoand/or the Company, and, assuming due authorization, execution as applicable. All other Transaction Documents executed and delivery delivered by Seller and/or the other parties hereto and thereto, constitutes or will Company shall constitute a legal, valid and binding agreement obligations of each Seller and/or the Company, as applicable, enforceable against each Seller in accordance with its terms, subject to the effects of their terms (except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar Laws relating to or laws affecting creditors’ rights generally and general or by the principles governing the availability of equitable principles (whether considered in a proceeding in equity or at lawremedies).

Authority; Enforceability. Each Seller has all necessary the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a partyStockholders’ Agreement, to perform its obligations hereunder and thereunder under each such Ancillary Stockholders’ Agreement and to consummate the transactions contemplated hereby and therebyby this Agreement that are to be consummated by Seller. The execution, execution and delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party Stockholders’ Agreement by Seller and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action action, and no other corporate proceeding on the part of each Seller and no other corporate proceedings on the part of any Seller are is necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and theretoBuyer, constitutes or will constitute a legal, legally valid and binding agreement obligation of each Seller Seller, enforceable against each Seller in accordance with its terms, subject to the effects of except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, preference, fraudulent transfer, moratorium and or other similar Laws relating to or affecting creditorsthe rights and remedies of creditors and by general principles of equity. Upon the execution and delivery by Seller of the Ancillary Stockholders’ Agreement, the Ancillary Stockholders’ Agreement will, assuming due authorization, execution and delivery by Buyer, constitute legally valid and binding obligations of Seller, enforceable against Seller in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar Laws relating to or affecting the rights generally and remedies of creditors and by general equitable principles (whether considered in a proceeding in equity or at law)of equity.

Authority; Enforceability. Each Seller The Company has all necessary corporate power and authority to execute and deliver this Agreement, each Related Agreement and the Ancillary Agreements to which it is a partyparty and each instrument required to be executed and delivered by it at the Closing, and to perform its obligations hereunder and thereunder and, subject to the requisite approval and adoption of this Agreement by the stockholders of the Company (evidenced by the consents delivered to Parent on the date hereof), to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Company of this Agreement and each Related Agreement, the performance of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby, have been approved by the Company’s Board of Directors, duly and validly authorized by all requisite corporate action and, except for approval by the stockholders of the Company (evidenced by the consents delivered to Parent on the date hereof), no other actions or proceedings on the part of the Company are necessary to authorize the execution, delivery and performance by of this Agreement and each Seller Related Agreement or, upon delivery of the Stockholder Consents, to consummate the transactions so contemplated. With the receipt of the Stockholder Consents, no vote of the holders of any class or series of the capital stock of the Company is necessary to approve this Agreement or to consummate the transactions contemplated hereby. Each of this Agreement and the Ancillary Related Agreements to which it is a party and the consummation by each Seller of the transactions contemplated hereby and thereby have has been duly and validly authorized by all necessary corporate action on the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, Company and, assuming the due authorization, execution and delivery thereof by the other parties hereto Parent and theretoMerger Sub, constitutes or will constitute a legal, valid and binding agreement obligation of each Seller the Company enforceable against each Seller the Company 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)) and an implied covenant of good faith and fair dealing.

Authority; Enforceability. Each Seller has all necessary corporate the requisite power and authority (and legal capacity, to the extent such Seller is an individual) to execute and deliver this Agreement and the Ancillary Agreements each Transaction Document to which it is a party, party and each other document and instrument required to be executed and delivered by it prior to or at the Closing and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The executionexecution and delivery by Sellers of each Transaction Document and each other document and instrument required to be executed and delivered by it prior to or at the Closing, delivery the performance of its respective obligations hereunder and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party thereunder and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly approved by such Seller’s board of directors and have been duly and validly authorized by all necessary corporate action, and no other proceeding or action on the part of each such Seller and no other corporate proceedings on the part of any Seller are is necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements any Transaction Document to which it such Seller is a party or any other instrument required to consummate be executed and delivered by such Seller prior to or at the Closing or the consummation of the transactions contemplated hereby or and thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly and validly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, Sellers and, assuming the due authorization, execution and delivery thereof by the other parties hereto and theretoBuyer, constitutes or will constitute a legal, valid and binding agreement obligation of each Seller Sellers, enforceable against each Seller Sellers 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 Proceeding in equity or at lawLaw).

Authority; Enforceability. (a) Each of Seller and the Purchased Entity has all necessary corporate requisite corporate, limited liability company or other entity, as applicable, power and authority to execute and deliver this Agreement and the Ancillary Agreements each other Transaction Document to which it is or will be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each of Seller and the Purchased Entity of this Agreement and the Ancillary Agreements each other Transaction Document to which it is or will be a party party, the performance by each of Seller and, prior to Closing, the Purchased Entity, of its obligations hereunder and thereunder, and the consummation by each of Seller and the Purchased Entity of the transactions contemplated hereby and thereby (including the Pre-Closing Restructuring Steps), have been been, or, with respect to such other Transaction Documents to be entered into as of the Closing, will be as of the Closing, duly and validly authorized by all necessary requisite corporate, limited liability company or other entity, as applicable, action. Each other Seller Entity has, or will have as of the Closing, all requisite corporate action on the part of or other similar applicable power and authority to execute and deliver each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements Transaction Document to which it is or will be a party or party, to perform its obligations thereunder and to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, assuming due authorization, The execution and delivery by the each other parties hereto and thereto, constitutes Seller Entity of each Transaction Document to which it is or will constitute be a legalparty, valid the performance by it of its obligations thereunder and binding agreement the consummation by it of each Seller enforceable against each Seller in accordance the transactions contemplated thereby (including the Pre-Closing Restructuring), have been, or with its termsrespect to such Transaction Documents to be entered into as of the Closing, subject to will be as of the effects of bankruptcyClosing, insolvency, fraudulent conveyance, reorganization, moratorium duly and validly authorized by all requisite corporate or other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law)applicable action.

Authority; Enforceability. Each Seller of Onyx and its Designated Affiliates has all necessary the corporate or other power and authority to execute and deliver this Separation Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, execution and delivery and performance by each Seller of Onyx and its Designated Affiliates of this Separation Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller of Onyx and its Designated Affiliates of the transactions contemplated hereby and thereby hereunder have been duly and validly authorized by all necessary corporate action on the part of each Seller of Onyx and its Designated Affiliates and the holders of any Equity Interests thereof and no other corporate proceedings or similar proceeding on the part of any Seller Onyx or its Designated Affiliates are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation applicable Law to authorize this Separation Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Separation Agreement has been duly executed and delivered by the Sellerseach of Onyx and, if and each Ancillary Agreement will be duly executed and delivered by each Seller party theretowhen applicable, its Designated Affiliates and, assuming due authorization, execution and delivery by the other parties hereto and theretohereto, constitutes or will constitute a legal, valid and binding agreement of each Seller of Onyx and its Designated Affiliates, enforceable against each Seller of them 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).

Authority; Enforceability. Each Seller The Partnership has all necessary corporate requisite power and authority under the Partnership Agreement and the Delaware LP Act to execute issue, sell and deliver the Purchased Units, in accordance with and upon the terms and conditions set forth in this Agreement and the Ancillary Agreements Partnership Agreement. All corporate, limited partnership and limited liability company action, as the case may be, required to which it is a partybe taken by the Partnership Entities or any of their partners or members for the authorization, to perform its obligations hereunder issuance, sale and thereunder delivery of the Purchased Units, the execution and to consummate delivery of the transactions contemplated hereby Transaction Documents and thereby. The execution, delivery and performance by each Seller of this the Noble Purchase Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller of the transactions contemplated hereby thereby shall have been validly taken. No approval from the holders of outstanding Common Units is required under the Partnership Agreement or the rules of the NYSE in connection with the Partnership’s issuance and thereby have sale of the Purchased Units to the Purchaser. Each of the Transaction Documents and the Noble Purchase Agreement has been duly and validly authorized by all necessary corporate action on the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly or, with respect to the Transaction Documents to be delivered at the Closing, will be, validly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, applicable Partnership Entity and, assuming due authorizationto the Knowledge of the Partnership Parties, execution and delivery by the other parties hereto thereto. Each of the Transaction Documents and theretothe Noble Purchase Agreement constitutes, constitutes or will constitute a constitute, the legal, valid and binding agreement obligations of the applicable Partnership Entity and, to the Knowledge of the Partnership Parties, each Seller of the parties thereto, in each case enforceable against each Seller in accordance with its terms; provided that, subject with respect to each such agreement, the effects of enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other or similar Laws relating from time to or time in effect affecting creditors’ rights and remedies generally and by general equitable principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law).

Authority; Enforceability. Each Seller The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by each Seller the Company of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller the Company and no other corporate proceedings on the part of any Seller the Company are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby(other than the approval of the transactions contemplated by this Agreement pursuant to an affirmative vote of holders of at least two-thirds (2/3) of the outstanding Shares of each of the No Par Common Stock and the Class B Common Stock, voting as separate classes, entitled to vote to approve this Agreement and the Cash Merger (the “Requisite Shareholder Vote”)). Each Seller’s The Board of Directors has Directors, at a meeting duly called and held, duly and unanimously adopted resolutions (i) approved approving the termination of the Prior Merger Agreement, (ii) approving and adopting this Agreement and the transactions contemplated hereby, (iiiii) determined determining that the termination of the Prior Merger Agreement and the terms of this Agreement are fair to and in the best interests of such Seller and its stockholdersthe Company’s shareholders, and (iiiiv) declared declaring the advisability of this Agreement, and (v) recommending (the “Board Recommendation”) that the Company’s shareholders vote in favor of approving this Agreement and the transactions contemplated hereby at the Shareholders Meeting (as defined in Section 6.3), which resolutions have not been subsequently rescinded, modified or withdrawn in any way. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, Company and, assuming due authorization, execution and delivery by the other parties hereto and theretohereto, constitutes or will constitute a legal, valid and binding agreement of each Seller the Company, enforceable against each Seller the Company 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). The approval of this Agreement by the Requisite Shareholder Vote is the only vote of the holders of any class or series of capital stock, other Equity Interests or Liabilities of the Company, any Company Subsidiary or any Nonprofit Organization necessary to approve this Agreement and the transactions contemplated hereby.

Authority; Enforceability. Each Seller has The Company will have all necessary corporate requisite power and authority under the A&R LLC Agreement, upon execution and delivery thereof at the Closing, and the Delaware LLC Act to execute issue, sell and deliver the Purchased Units in accordance with and upon the terms and conditions set forth in this Agreement and the Ancillary Agreements A&R LLC Agreement. All corporate, limited liability company, or limited partnership action required to which it is a partybe taken by the Company or NEP or any of their partners or members for the authorization, to perform its obligations hereunder issuance, sale, and thereunder delivery of the Purchased Units, the execution and to consummate delivery of the transactions contemplated hereby and thereby. The executionTransaction Documents, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller of the transactions contemplated hereby and thereby shall have been validly taken at or prior to the Closing. No approval from the holders of NEP Common Units or Series A Preferred Units is required for NEP to issue the Issued NEP Common Units in accordance with the A&R LLC Agreement and the NEP Partnership Agreement. Each of the Transaction Documents has been, or will be at the Closing, duly and validly authorized by all necessary corporate action on and has been or, with respect to the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this A&R LLC Agreement and the transactions contemplated herebyother Transaction Documents to be delivered at the Closing, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholderswill be, and (iii) declared the advisability of this Agreement. This Agreement has been duly validly executed and delivered by the SellersCompany, and each Ancillary Agreement will be duly executed and delivered by each Seller party theretothe Class A Holder or NEP, as the case may be, and, assuming due authorizationto the Knowledge of the Company, execution and delivery by each of the other parties hereto and thereto. Each of the Transaction Documents constitutes, constitutes or will constitute a at the Closing, the legal, valid valid, and binding agreement obligations of the Company, the Class A Holder or NEP, as the case may be, and, to the Knowledge of the Company and NEP, each Seller of the parties thereto, in each case enforceable against each Seller in accordance with its terms; provided that, subject with respect to each such agreement, the effects of enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other or similar Laws relating from time to or time in effect affecting creditors’ rights and remedies generally and by general equitable principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law).

Authority; Enforceability. Each Seller of the SunSource Entities has all necessary requisite corporate or company power and authority authority, and prior to Closing will have taken all corporate or company action necessary, to execute and deliver this Agreement and the Ancillary Agreements Agreement to which it each such entity is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby by this Agreement and therebyby the Ancillary Agreements and to perform their respective obligations hereunder and thereunder. The execution, execution and delivery and performance by each Seller of the SunSource Entities of this Agreement and the of each Ancillary Agreements Agreement to which it each such entity is a party and the consummation by each Seller of the SunSource Entities of the transactions contemplated hereby and thereby have been duly and validly authorized approved by all necessary corporate action on the part requisite stockholders of each Seller SunSource Entity that is a corporation (other than SunSource) or an unlimited liability company and no by the requisite members of each SunSource Entity that is a limited liability company. No other corporate proceedings on the part of any Seller the SunSource Entities are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize the execution and delivery of this Agreement or and the Ancillary Agreements to which it each such entity is a party or to consummate and the consummation of the transactions contemplated hereby or and thereby. Each Seller’s Board of Directors has (i) approved this This Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has Ancillary Agreements have been duly executed and delivered by each of the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller SunSource Entities party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will and constitute a legal, valid and binding agreement obligations of each Seller of the SunSource Entities, enforceable against each Seller such entities in accordance with its their 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).

Authority; Enforceability. Each Seller The Company and each Included Subsidiary has all necessary the requisite corporate or limited liability company, as applicable, power and authority to execute and deliver this Agreement and the Ancillary Agreements Agreement, each other Transaction Document to which it is a party, party and each instrument required to be executed and delivered by it prior to or at the Closing and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery by the Company and performance by each Seller Included Subsidiary of this Agreement Agreement, each other Transaction Document and each instrument required to be executed and delivered by it prior to or at the Ancillary Agreements to which it is a party Closing, the performance of its obligations hereunder and thereunder and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly approved by the Company’s or such Included Subsidiary’s board of directors or other governing body and have been duly and validly authorized by all necessary required corporate action on the part of each Seller or limited liability company action, and no other corporate or limited liability company proceedings on the part of any Seller the Company or the Included Subsidiary are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements Agreement, any Transaction Document to which it is a party or any instrument required to consummate be executed and delivered by it prior to or at the Closing or the consummation of transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly and validly executed and delivered by the Sellers, Company and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, Included Subsidiary and, assuming the due authorization, execution and delivery thereof by the other parties hereto Buyer and theretoSellers, constitutes or will constitute a legal, valid and binding agreement obligation of the Company and each Seller Included Subsidiary, enforceable against each Seller it 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 law).

Authority; Enforceability. Each (a) Seller has all necessary corporate the requisite power and authority to enter into, execute and deliver this Agreement and the Ancillary Agreements other Transaction Documents to which it is is, or will be, a party, party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebythereunder. The execution, delivery and performance by each Seller of this Agreement and each of the Ancillary Agreements other Transaction Documents to which it is Seller or its Affiliates (other than the Company Group) is, or at the Closing will be, a party and have been, or in the consummation by each Seller case of the transactions contemplated hereby Transaction Documents to be entered into at the Closing, will be when executed and thereby have been delivered, duly and validly authorized by all necessary corporate action on the part of each Seller or such Affiliate, as applicable, and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize the execution, delivery or performance of this Agreement or the Ancillary Agreements other Transaction Documents to which it is is, or will be, a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved by this Agreement and or the transactions contemplated herebyother Transaction Documents to which it is, or will be, a party. (iib) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by constitutes and, as of the SellersClosing, and each Ancillary Agreement of the other Transaction Documents to which Seller or its Affiliates (other than the Company Group) will be duly executed and delivered by each Seller a party thereto, andwill constitute, assuming the due authorization, execution and delivery of such Transaction Documents, as applicable, by the other parties hereto and Persons that are party thereto, constitutes or will constitute a legal, the valid and binding agreement obligations of each Seller or such Affiliate (other than the Company Group), as applicable, enforceable against each Seller or such Affiliate (other than the Company Group), as applicable, in accordance with its their respective terms, subject to the effects of except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and or other similar Laws relating to or affecting creditors’ rights generally and general or by equitable principles (regardless of whether considered enforcement is sought at law or in a proceeding in equity or at lawequity).. Section 3.3

Authority; Enforceability. Each Seller DealerTrack has all necessary the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements other Transaction Documents and Operations Documents to which it is a party, to perform its obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller DealerTrack of this Agreement and the Ancillary Agreements other Transaction Documents and Operations Documents to which it is a party party, and the performance by it of its respective obligations hereunder and thereunder, have been duly authorized by all necessary actions by it, and no other action on the part of DealerTrack or its equity holders is necessary to approve this Agreement, the other Transaction Documents and Operations Documents, or the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been been, and each other Transaction Document and Operations Document to which DealerTrack is a party, when executed, will be, duly executed and delivered by the SellersDealerTrack, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes each such agreement constitutes, or will constitute at the time of execution, a legal, valid and binding agreement of each Seller DealerTrack, enforceable against each Seller it in accordance with its termssuch agreement’s terms and conditions, subject to except as the effects of same may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, fraudulent transfer, preference, moratorium and or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights creditors generally and or by general equitable equity principles (regardless of whether such enforceability is considered in a proceeding Proceeding in equity or at law)) and except that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding may be brought.

Authority; Enforceability. Each Seller The Company has all necessary corporate power and authority to execute and deliver this Agreement, the Related Agreement and each other instrument and document required to be executed and delivered by it at or prior to the Ancillary Agreements Closing, and, subject to which it is a partyobtaining the Stockholder Approvals, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller the Company of this Agreement and the Ancillary Agreements Related Agreement, the *** Certain confidential information contained in this document, marked with three asterisks, has been omitted and filed separately with the Securities and Exchange Commission pursuant to which it is a party Rule 24b-2 of the Securities Exchange Act of 1934, as amended. performance by the Company of its obligations hereunder and thereunder, and the consummation by each Seller the Company of the transactions contemplated hereby and thereby thereby, including the Merger, have been approved by the Company’s Board of Directors, duly and validly authorized by all necessary corporate action on the part of each Seller and no other corporate proceedings on the part of any Seller the Company or its Equityholders (other than the Stockholder Approvals in the case of this Agreement and the Merger) are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements Related Agreement or to which it is a party perform the Company’s obligations hereunder or thereunder or to consummate the transactions contemplated hereby or therebyso contemplated. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Related Agreement has been duly and validly executed and delivered by the SellersCompany, and each Ancillary Agreement or will be duly and validly executed and delivered by each Seller party theretothe Company at or prior to Closing, and, and assuming the due authorization, execution and delivery thereof by the other parties hereto Parent and theretoMerger Sub, constitutes or will constitute a legal, valid and binding agreement obligation of each Seller the Company enforceable against each Seller it 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 an implied covenant of good faith and fair dealing.

Authority; Enforceability. Each Seller DealerTrack has all necessary the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements other Transaction Documents and Operations Documents to which it is a party, to perform its obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller DealerTrack of this Agreement and the Ancillary Agreements other Transaction Documents and Operations Documents to which it is a party party, and the performance by it of its respective obligations hereunder and thereunder, have been duly authorized by all necessary actions by it, and no other action on the part of DealerTrack or its equity holders is necessary to approve this Agreement, the other Transaction Documents and Operations Documents, or the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been been, and each other Transaction Document and Operations Document to which DealerTrack is a party, when executed, will be, duly executed and delivered by the SellersDealerTrack, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes each such agreement constitutes, or will constitute at the time of execution, a legal, valid and binding agreement of each Seller DealerTrack, enforceable against each Seller it in accordance with its termssuch agreement’s terms and conditions, subject to except as the effects of same may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, fraudulent transfer, preference, moratorium and or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights creditors generally and or by general equitable equity principles (regardless of whether such enforceability is considered in a proceeding Proceeding in equity or at law).) and except that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding may be brought. 5.3

Authority; Enforceability. Each Seller (a) The Company has all necessary full corporate power and authority to execute and deliver enter into this Agreement, perform its obligations under this Agreement and the Ancillary Agreements Documents to which it is a party, and, subject to perform its obligations hereunder and thereunder and the receipt of the Required Stockholder Vote, to consummate the Merger and the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements Documents to which it is a party. The affirmative vote or consent of (i) the Company Stockholders holding at least a majority of the issued and outstanding shares of Company Common Stock and Company Preferred Stock (on an as-converted to Company Common Stock basis), voting together as a single class, and (ii) the Company Stockholders holding at least forty-five percent (45%) of the issued and outstanding shares of Company Preferred Stock, voting together as a single class on as converted to Company Common Stock basis is the only vote of the Company Stockholders necessary under Delaware Law and the Company Organizational Documents to adopt this Agreement and approve the Merger (the “Required Stockholder Vote”). The Required Stockholder Vote is the only vote or consent necessary for the holders of the Company Capital Stock to adopt this Agreement, approve the Ancillary Documents to which the Company is a party, approve the Merger, and consummate the other transactions contemplated hereby. The execution, delivery, and performance by the Company of this Agreement and each Ancillary Document to which it is a party and and, subject to receipt of the Required Stockholder Vote, the consummation by each Seller of the Merger and the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary requisite corporate or equivalent action on the part of each Seller the Company and no other corporate proceedings on of the part of any Seller Company are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the Merger and the other transactions contemplated hereby or thereby. Each Seller’s Board thereby (other than the filing of Directors has (i) approved this Agreement the Certificate of Merger and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered other documents as required by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement of each Seller enforceable against each Seller 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 lawDelaware Law).

Authority; Enforceability. Each Seller Purchaser has all necessary corporate requisite power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions Transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller Purchaser of this Agreement and each of the Ancillary Agreements to which Purchaser is a party and the performance by Purchaser of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation by each Seller of the transactions Transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action by Purchaser and no other proceeding on the part of each Seller and no other corporate proceedings on the part of any Seller are Purchaser is necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or any of the Ancillary Agreements to which it Purchaser is a party or to consummate the transactions Transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, Purchaser and each of the Ancillary Agreement Agreements to which Purchaser is a party will be duly executed and delivered by Purchaser. This Agreement constitutes, and each Seller party theretoof the Ancillary Agreements to which Purchaser is a party, andwhen duly executed and delivered by Purchaser, assuming due authorizationwill constitute, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement obligation of each Seller Purchaser, enforceable against each Seller Purchaser 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).

Authority; Enforceability. Each Seller The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller the Company of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller the Company and no other corporate proceedings on the part of any Seller the Company are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby(other than the approval of the transactions contemplated by this Agreement pursuant to an affirmative vote of holders of more than fifty percent (50%) of the outstanding Shares to approve this Agreement and the Cash Merger (the “Requisite Shareholder Vote”)). Each Seller’s The Board of Directors has Directors, at a meeting duly called and held, duly and unanimously adopted resolutions (i) approved adopting this Agreement and the transactions contemplated hereby, (ii) determined determining that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholdersthe Company’s shareholders, and (iii) declared declaring the advisability of this Agreement, and (iv) recommending (the “Board Recommendation”) that the Company’s shareholders vote in favor of approving this Agreement at the Shareholders Meeting (as defined in Section 6.3), which resolutions have not been subsequently rescinded, modified or withdrawn in any way. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, Company and, assuming due authorization, execution and delivery by the other parties hereto and theretohereto, constitutes or will constitute a legal, valid and binding agreement of each Seller the Company, enforceable against each Seller the Company 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). The approval of this Agreement by the Requisite Shareholder Vote is the only vote of the holders of any class or series of capital stock, other Equity Interests or Liabilities of the Company, any Company Subsidiary or any Nonprofit Organization necessary to approve this Agreement and the transactions contemplated hereby.

Authority; Enforceability. Each Seller of Purchaser and Parent has all necessary requisite corporate power and authority to execute and deliver this Agreement and Agreement, the Ancillary Agreements to which it is a partyparty and each instrument required hereby to be executed and delivered by it at the Closing, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller of Purchaser and Parent of this Agreement and Agreement, each of the Ancillary Agreements to which it is a party and each instrument required hereby to be executed and delivered by it at the consummation by each Seller Closing and the performance of the transactions contemplated hereby its obligations hereunder and thereby thereunder have been duly and validly authorized by their respective Boards of Directors and, to the extent required under the Delaware General Corporation Law, by Parent as the sole stockholder of Purchaser. The Parent Shares issuable pursuant to Section 3.2 hereof have been duly authorized and, when issued in accordance with the terms hereof, will be validly issued, fully-paid and non-assessable and will be free and clear of all necessary corporate action on the part of each Seller and no Liens. No other corporate proceedings on the part of any Seller Purchaser or Parent are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board consummation of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has and each of the Ancillary Agreements executed and delivered by Purchaser or Parent at the Closing have been duly executed and delivered by the SellersPurchaser and Parent, and each Ancillary Agreement will be duly executed and delivered by each Seller party theretoas applicable, and, assuming due authorization, execution and delivery hereof by the other parties hereto each Seller and theretoeach Owner, constitutes or will constitute a legal, valid and binding agreement obligation of each Seller such Purchaser and Parent, enforceable against each Seller it in accordance with its terms, subject to in each case except that the effects of enforcement thereof may be limited by (A) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar Laws law now or hereafter in effect relating to or affecting creditors’ rights generally and (B) general equitable principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

Authority; Enforceability. Each Seller The Partnership has all necessary corporate requisite power and authority under the Partnership Agreement and the Delaware LP Act to execute issue, sell and deliver the Series D Preferred Units, in accordance with and upon the terms and conditions set forth in this Agreement and the Ancillary Agreements Partnership Agreement. All limited partnership and limited liability company action, as the case may be, required to which it is a partybe taken by the Partnership Entities or any of their partners or members for the authorization, to perform its obligations hereunder issuance, sale and thereunder delivery of the Series D Preferred Units, the execution and to consummate delivery of the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party Transaction Documents and the consummation by each Seller of the transactions contemplated hereby thereby shall have been validly taken. No approval from the holders of outstanding Common Units is required under the Partnership Agreement or the rules of the NYSE in connection with the Partnership’s issuance and thereby have sale of the Series D Preferred Units to the Purchasers. Each of the Transaction Documents has been duly and validly authorized by all necessary corporate action on the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly or, with respect to the Transaction Documents to be delivered at the Initial Closing, will be, validly executed and delivered by the SellersPartnership or the General Partner, and each Ancillary Agreement will be duly executed and delivered by each Seller party theretoas the case may be, and, assuming due authorizationto the Knowledge of the NuStar Parties, execution and delivery by the other parties hereto and thereto. Each of the Transaction Documents constitutes, constitutes or will constitute a constitute, the legal, valid and binding agreement obligations of the Partnership or the General Partner, as the case may be, and, to the Knowledge of the NuStar Parties, each Seller of the parties thereto, in each case enforceable against each Seller in accordance with its terms; provided that, subject with respect to each such agreement, the effects of enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other or similar Laws relating from time to or time in effect affecting creditors’ rights and remedies generally and by general equitable principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law)) provided further, that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy.

Authority; Enforceability. Each Seller of the Autodata Parties and NSULC has all necessary the requisite corporate or other organizational power and authority to execute and deliver this Agreement and the Ancillary Agreements other Transaction Documents and Operations Documents to which it is a party, to perform its respective obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller of the Autodata Parties and NSULC of this Agreement and the Ancillary Agreements other Transaction Documents and Operations Documents to which it is a party party, and the performance by it of its respective obligations hereunder and thereunder, have been duly authorized by all necessary actions by it, and no other action on the part of such Person or its equity holders is necessary to approve this Agreement, the other Transaction Documents and Operations Documents, or the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been been, and each other Transaction Document and Operation Document to which such Person is a party, when executed, will be, duly executed and delivered by the Sellerssuch Person, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes each such agreement constitutes, or will constitute at the time of execution, a legal, valid and binding agreement of each Seller such Person, enforceable against each Seller it in accordance with its termssuch agreement’s terms and conditions, subject to except as the effects of enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, fraudulent transfer, preference, moratorium and or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights creditors generally and or by general equitable equity principles (regardless of whether such enforceability is considered in a proceeding Proceeding in equity or at law)) and except that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding may be brought.

Authority; Enforceability. Each of Seller and the Company has all necessary corporate requisite power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller of this Agreement and by the Seller and the Company of each of the Ancillary Agreements to which it is a party, the performance by Seller of this Agreement and by the Seller or the Company of each of the Ancillary Agreements to which it is a party and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller and the Company and no other corporate proceedings action or proceeding on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation Company will be necessary to authorize this Agreement or any of the Ancillary Agreements to which it Seller or the Company is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, Seller and each of the Ancillary Agreement Agreements to which Seller or the Company is a party will be duly executed and delivered by Seller and the Company. This Agreement constitutes, and each of the Ancillary Agreements to which Seller party theretoor the Company is a party, andwhen duly executed and delivered by Seller or the Company, assuming due authorizationas applicable, execution and delivery by will constitute, the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement obligation of each Seller or the Company, as applicable, enforceable against each Seller or the Company in accordance with its their respective terms, subject to the effects of except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar Laws relating to or laws affecting creditors’ rights generally and by general equitable principles (regardless of whether considered enforcement is sought in a proceeding at law or in equity or at lawequity).

Authority; Enforceability. Each Seller has all necessary requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements other Transaction Documents to which it is or will be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party Transaction Documents and the consummation by each such Seller of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary action and no other corporate action on the part of each such Seller and no other corporate proceedings on the part of any Seller are will be necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board execution and delivery by such Seller of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that consummation by it of the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this AgreementTransactions. This Agreement has been and, when executed and delivered at the Closing, the other Transaction Documents to which each Seller will at the Closing be a party will be, duly executed and delivered by the Sellerssuch Seller. This Agreement constitutes and, and each Ancillary Agreement will be duly when executed and delivered by at the Closing, the other Transaction Documents to which each Seller will at the Closing be a party theretowill constitute, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement obligation of each Seller such Seller, enforceable against each such Seller in accordance with its their respective terms, except that (a) such enforcement may be subject to the effects of applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, reorganization, moratorium and or other similar Laws relating to Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and general (b) the remedy of specific performance and injunctive and other forms of equitable principles (whether considered in a relief may be subject to equitable defenses and to the discretion of the court before which any proceeding in equity or at law)therefor may be brought.

Authority; Enforceability. Each Seller The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller the Company of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller the Company and no other corporate proceedings on the part of any Seller the Company are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby(other than the approval of the transactions contemplated by this Agreement pursuant to an affirmative vote of holders of at least two-thirds of the outstanding Shares to approve this Agreement (the “Requisite Stockholder Vote”)). Each Seller’s The Board of Directors has Directors, at a meeting duly called and held, duly and unanimously adopted resolutions (i) approved this adopting the Agreement and the transactions contemplated hereby, (ii) determined determining that the terms of this Agreement are fair to and in the best interests of such Seller and its the Company’s stockholders, and (iii) declared declaring the advisability of this Agreement, and (iv) recommending that the Company’s stockholders vote in favor of approving this Agreement at the Stockholders Meeting (this clause (iv), the “Board Recommendation”), which resolutions have not been subsequently rescinded, modified or withdrawn in any way. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, Company and, assuming due authorization, execution and delivery by the other parties hereto and theretohereto, constitutes or will constitute a legal, valid and binding agreement of each Seller the Company, enforceable against each Seller the Company 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). The approval of this Agreement by the Requisite Stockholder Vote is the only vote of the holders of any class or series of capital stock or other Equity Interests of the Company or any Company Subsidiary necessary to approve this Agreement and the transactions contemplated hereby.

Authority; Enforceability. Each Seller The Company has all necessary corporate power and authority to execute and deliver this Agreement, each Related Agreement and the Ancillary Agreements to which it is a party, party and each instrument required to be executed and delivered by it on or prior at the Closing and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller the Company of this Agreement, each Related Agreement and each instrument required to be executed and delivered by it on or prior to the Ancillary Agreements to which it is a party Closing, the performance of its obligations hereunder and thereunder and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly approved by the Company’s board of directors and have been duly and validly authorized by all necessary corporate action on the part of each Seller or similar action, and no other corporate or similar proceedings on the part of any Seller the Company are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement, any Related Agreement or the Ancillary Agreements to which it the Company is a party or any instrument required to consummate be executed and delivered by the Company on or prior to the Closing or the consummation of transactions contemplated hereby or thereby, other than the Stockholder Approval. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly , the Related Agreements to which the Company is party and each instrument required to be executed and delivered by the Sellers, Company on or prior to the Closing has been duly and each Ancillary Agreement will be duly executed validly and delivered by each Seller party thereto, the Company and, assuming the due authorization, execution and delivery thereof by the all other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement obligation of each Seller the Company, enforceable against each Seller the Company 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 law).

Authority; Enforceability. Each Seller has all necessary corporate and Company have the full power and authority to execute and deliver this Agreement and and, subject to receipt of the Ancillary Agreements to which it is a partyCompany Stockholder Approval, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, execution and delivery and performance by each Seller of this Agreement by such Seller and the Ancillary Agreements Company has been and, subject to which it is a party and the consummation by each Seller receipt of the transactions contemplated hereby Company Stockholder Approval, the performance by such Seller and thereby have been Company of its obligations hereunder will be duly and validly authorized by all necessary corporate action on the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this AgreementCompany. This Agreement has been duly executed and delivered by such Seller and Company and (assuming the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery of this Agreement by Purchaser) this Agreement constitutes the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement obligation of each such Seller or Company, enforceable against each such Seller or Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium equitable principles and other similar Laws relating to or affecting principles governing creditors’ rights generally generally. The Company Board has (i) unanimously determined that this Agreement and general equitable principles the Plan of Liquidation, including the West Coast Asset Sale, is advisable and in the best interests of Company and the holders of Company Common Stock, (whether considered ii) unanimously approved, adopted and declared advisable this Agreement and the Plan of Liquidation, including the West Coast Asset Sale, (iii) unanimously directed that the Plan of Liquidation, including the West Coast Asset Sale, be submitted to a vote of the holders of Company Common Stock, and (iv) unanimously resolved to recommend that holders of Company Common Stock vote in a proceeding favor of approval and adoption of the Plan of Liquidation, including the West Coast Asset Sale (such recommendation, including with respect to the West Coast Asset Sale, the “Company Board Recommendation”), which resolutions were duly adopted and which remain in equity full force and effect and have not been subsequently rescinded, modified or at law)withdrawn in any way, except as may be permitted after the date hereof by Section 13.2.

Authority; Enforceability. Each Seller Subject to obtaining the Company Stockholder Approval (as defined herein), the Company has all necessary requisite corporate power and authority to execute and deliver this Agreement, each Related Agreement and the Ancillary Agreements (as defined herein) to which it is a partyparty and each instrument required hereby to be executed and delivered by it at the Closing, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller the Company of this Agreement, each Related Agreement and the Ancillary Agreements to which it is a party and each instrument required hereby to be executed and delivered by it at the Closing and the performance of its obligations hereunder and thereunder and the consummation by each Seller the Company of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all necessary corporate action on the part of each Seller and no other corporate proceedings on the part of any Seller the Company are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements any Related Agreement to which it is a party or to consummate the transactions so contemplated hereby (other than the approval and authorization of this Agreement by votes of the holders of a majority of the outstanding Company Common Stock (the “Company Stockholder Approval”) in accordance with Delaware Law and the Company’s Certificate of Incorporation and Bylaws and the filing of the Certificate of Merger) herein or therebytherein. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair Related Agreements to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement which it is a party has been duly and validly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, Company and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto Parent and theretoMerger Sub, constitutes or will constitute a legal, valid and binding agreement obligation of each Seller the Company enforceable against each Seller the Company 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)Enforceability Limitations.

Authority; Enforceability. Each Seller The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by each Seller the Company of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller the Company and no other corporate proceedings on the part of any Seller the Company are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby(other than the approval of the transactions contemplated by this Agreement pursuant to an affirmative vote of holders of at least two-thirds (2/3) of the outstanding Shares of each of the No Par Common Stock and the Class B Common Stock, voting as separate classes, entitled to vote to approve this Agreement and the Cash Merger (the "Requisite Shareholder Vote")). Each Seller’s The Board of Directors has Directors, at a meeting duly called and held, duly and unanimously adopted resolutions (i) approved approving the termination of the Prior Merger Agreement, (ii) approving and adopting this Agreement and the transactions contemplated hereby, (iiiii) determined determining that the termination of the Prior Merger Agreement and the terms of this Agreement are fair to and in the best interests of such Seller and its stockholdersthe Company's shareholders, and (iiiiv) declared declaring the advisability of this Agreement, and (v) recommending (the "Board Recommendation") that the Company's shareholders vote in favor of approving this Agreement and the transactions contemplated hereby at the Shareholders Meeting (as defined in Section 6.3), which resolutions have not been subsequently rescinded, modified or withdrawn in any way. This Agreement has been duly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, Company and, assuming due authorization, execution and delivery by the other parties hereto and theretohereto, constitutes or will constitute a legal, valid and binding agreement of each Seller the Company, enforceable against each Seller the Company 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). The approval of this Agreement by the Requisite Shareholder Vote is the only vote of the holders of any class or series of capital stock, other Equity Interests or Liabilities of the Company, any Company Subsidiary or any Nonprofit Organization necessary to approve this Agreement and the transactions contemplated hereby.

Authority; Enforceability. Each Seller OAS has all necessary corporate requisite power and authority to execute and deliver enter into this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions transaction contemplated hereby and therebyhereby. The execution, execution and delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or therebyOAS. Each Seller’s OAS's Board of Directors has (i) have unanimously approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly executed and delivered by the Sellers, Seller and each Ancillary Agreement will be duly executed OAS and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by constitutes the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement obligation of each Seller and OAS, enforceable against each Seller in accordance with its terms, subject except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. The execution and delivery of this Agreement by Seller does not, and, as of the Closing, the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit (a "Conflict") under: (i) any provision of the Articles of Incorporation or Bylaws of OAS; or (ii) any mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to OAS or it's properties or assets. No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other federal, state, county, local or foreign governmental authority, instrumentality, agency or commission (each a "Governmental Entity") or any third party, including a party to any agreement with OAS (so as not to trigger any Conflict) is required by or with respect to OAS in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) receipt by Buyer of any and all regulatory approval required from any federal or state instrumentality or any delegate or division thereof, to the effects of bankruptcychange in ownership from Seller to Buyer, insolvency(ii) such consents, fraudulent conveyancewaivers, reorganizationapprovals, moratorium orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws; and (iii) such other similar Laws relating to consents, waivers, authorizations, filings, approvals and registrations which, if not obtained or affecting creditors’ rights generally and general equitable principles (whether considered in made, would have a proceeding in equity or at law)material impact on OAS.

Authority; Enforceability. Each Seller (a) The Company has all necessary the requisite corporate power and authority to execute and deliver enter into this Merger Agreement and the Ancillary Agreements other Transaction Documents to which it is, or is specified to be, a party, to and perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, including the Merger. The execution, execution and delivery and performance by each Seller of this Merger Agreement and the Ancillary Agreements other Transaction Documents to which it the Company is, or is specified to be, a party party, and the consummation performance by each Seller the Company of the transactions contemplated hereby its obligations hereunder and thereby have thereunder has been duly and validly authorized by all necessary corporate action on the part of each Seller the Company and, except for the filing and recordation of the Certificate of Merger with the Secretary of State of Delaware and the affirmative vote or consent of the holders of a majority of the outstanding Company Stock in accordance with the DGCL (the “Company Stockholder Approval”), no other corporate proceedings action on the part of any Seller are the Company is necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize the execution and delivery of this Merger Agreement or and the Ancillary Agreements other Transaction Documents to which it is, or is specified to be, a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement perform its obligations hereunder and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreementthereunder. This Merger Agreement has been duly executed and delivered by the Sellers, Company and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, and, (assuming due authorization, execution and delivery of this Merger Agreement by each of the other parties hereto hereto) constitutes, and theretothe other Transaction Documents to which it is, constitutes or is specified to be a party, when executed and delivered (assuming in each case due authorization, execution and delivery by each of the other parties hereto) will constitute constitute, a legal, valid and binding agreement obligation of each Seller the Company enforceable against each Seller it in accordance with its terms, subject to the effects of except as such enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar Laws laws now or hereafter in effect relating to or affecting the rights and remedies of creditors’ rights generally and subject to general equitable principles of equity (whether considered in a proceeding at law or in equity or at lawequity).

Authority; Enforceability. Each of Parent and Seller has all necessary the requisite corporate power and authority to execute and deliver this Agreement Agreement, and each of Parent, Seller and each Seller Party has the Ancillary Agreements requisite corporate power and authority to execute and deliver each other Transaction Document to which it is a party, party and each instrument required to be executed and delivered by it prior to or at the Closing and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery by Parent and performance by each Seller of this Agreement Agreement, and of Parent, Seller and each Seller Party of each other Transaction Document and each instrument required to be executed and delivered by it prior to or at the Ancillary Agreements to which it is a party Closing, the performance of its obligations hereunder and thereunder and the consummation by each Seller of the transactions contemplated hereby and thereby have been been, or (with respect to Transaction Documents and instruments that will be executed and delivered after the date of this Agreement) will be, duly and validly authorized by all necessary corporate action on the part of each Parent, Seller or such Seller Party no later than the Closing Date, and no other corporate or similar proceedings on the part of Parent, Seller, any Seller Party or any of their Affiliates are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements Agreement, any Transaction Document to which it is a party or any instrument required to consummate be executed and delivered by it prior to or at the Closing or the consummation of transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement the Transaction Documents to which Parent, Seller or any Seller Party is or will be a party have been or, with respect to the Transaction Documents to be executed and the transactions contemplated herebydelivered at Closing, (ii) determined that the terms of this Agreement are fair to will be, duly and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly validly executed and delivered by the SellersParent, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, or such Seller Party and, assuming the due authorization, execution and delivery hereof by the other parties hereto and or thereto, constitutes or will constitute a legal, valid and binding agreement obligations of each Parent, Seller or such Seller Party, enforceable against each Seller it in accordance with its terms, except that (i) such enforcement may be subject to the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws Law relating to or affecting creditors’ rights generally generally, and general (ii) the remedy of specific performance and injunctive and other forms of equitable principles relief may be subject to equitable defenses and to the discretion of the Court before which any Proceeding therefor may be brought (whether considered in a proceeding in the “Enforceability Exceptions”). Parent, Seller and each Seller Party has obtained any necessary approvals from its shareholders to enter into this Agreement and the other Transaction Documents and to consummate the transactions contemplated hereby and thereby. Except as set forth on Section 3.5 of the Parent Disclosure Schedules, no vote or consent of the holders of any class or series of capital stock or other equity interest of Parent, Seller or at law)the Company is necessary to approve this Agreement, any other Transaction Document or the transactions contemplated hereunder or thereunder. Parent has duly approved this Agreement, any other Transaction Document and the transactions contemplated hereunder or thereunder.

Authority; Enforceability. Each Seller Buyer has all necessary corporate limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements Agreement, each other Transaction Document to which it is a party, party and each instrument required to be executed and delivered by it prior to or at the Closing and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each Seller Buyer of this Agreement and the Ancillary Agreements Agreement, each other Transaction Document to which it is a party and each instrument required hereby to be executed and delivered by Buyer prior to or at the Closing, the performance of its obligations hereunder and thereunder and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller Buyer, and no other corporate proceedings limited liability company or similar proceeding on the part of any Seller are necessary pursuant to its governing documents Buyer or the laws board of its jurisdiction directions or manager(s) (as the case may be) or equityholders of incorporation Buyer is necessary to authorize this Agreement or the Ancillary Agreements Agreement, any other Transaction Document to which it is a party or any instrument required to consummate be executed and delivered by Buyer prior to or at the Closing or the consummation of the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this This Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement each other Transaction Document has been (or will be, as applicable, when executed and delivered), duly and validly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, Buyer and, assuming the due authorization, execution and delivery hereof by the each other parties party hereto and thereto, constitutes (or will constitute constitute, as applicable, when executed and delivered) a legal, valid and binding agreement obligation of each Seller Buyer, enforceable against each Seller it 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 Proceeding in equity or at law).

Authority; Enforceability. Each Seller The Company has all necessary corporate requisite power and authority to execute issue, sell and deliver the Purchased Shares, in accordance with and upon the terms and conditions set forth in this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyCertificate of Designations. The executionCertificate of Designations sets forth the rights, delivery preferences and performance by each Seller priorities of this Agreement the Preferred Stock, and the Ancillary Agreements holders of the Preferred Stock will have the rights set forth in the Certificate of Designations upon filing with the Secretary of State for the State of Delaware. All corporate action required to which it is a party be taken by the Company for the authorization, issuance, sale and delivery of the Purchased Shares, the execution and delivery of the Transaction Documents and the consummation by each Seller of the transactions contemplated hereby and thereby have been validly taken. No approval from the holders of outstanding Common Stock is required under the certificate of incorporation or bylaws of the Company or the rules of the NYSE in connection with the Company’s issuance and sale of the Purchased Shares to the Purchaser, other than any such approval by the NYSE with respect to the issuance of the Underlying Shares. Each of the Transaction Documents has been duly and validly authorized by all necessary corporate action on the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly or, with respect to the Transaction Documents to be delivered or filed at or prior to the Closing, will be, validly executed and delivered by the SellersCompany, and each Ancillary Agreement constitutes, or will be duly executed constitute, the legal, valid and delivered by each Seller party thereto, and, binding obligations of the Company (assuming the due authorization, execution and delivery thereof by the other parties hereto and theretoPurchaser, constitutes or will constitute a legalas applicable), valid and binding agreement of each Seller enforceable against each Seller in accordance with its terms, subject to the effects of except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium reorganization and other similar Laws laws of general applicability relating to or affecting creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law)of equity.

Authority; Enforceability. Each Seller Buyer has all necessary corporate requisite limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements Transaction Documents to which it is or will be a party, party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The , and all limited liability company action required on the part of Buyer for such execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each Seller of the transactions contemplated hereby and thereby have has been duly and validly authorized by all necessary corporate action on taken. Each of the part of each Seller and no other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements Transaction Documents to which it Buyer is or will be a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly and validly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, Buyer and, assuming the due authorization, execution and delivery by the other parties hereto and theretoSeller, constitutes constitutes, or will constitute at the Closing, a legal, valid and binding agreement obligation of each Seller Buyer, enforceable against each Seller Buyer in accordance with its terms, subject except as may be limited by the Remedies Exception. The execution and delivery by Buyer of this Agreement and the other Transaction Documents to which Buyer is or will be a party, and the effects consummation of bankruptcythe transactions contemplated hereby and thereby, insolvencyhave been approved by (a) the conflicts committee (“Conflicts Committee”) of the board of directors of American Midstream GP, fraudulent conveyanceLLC (the “Buyer Parent GP Board”) and (b) the Buyer Parent GP Board, reorganizationand such approvals have not been amended, moratorium repealed, revoked or rescinded and are in full force and effect as of the date hereof, and no other similar Laws relating limited liability company actions are necessary on the part of Buyer to approve this Agreement, the other Transaction Documents or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity the transactions contemplated hereby or at law)thereby.

Authority; Enforceability. Each Seller Company has all necessary the corporate power and ------------------------- authority to execute and deliver enter into this Agreement (and the Ancillary Agreements to which it is a party, to perform its obligations hereunder all agreements and thereunder instruments contemplated hereby) and to consummate the transactions contemplated hereby and thereby. The executionhereby, delivery and performance by each Seller subject to the approval of this Agreement by the Shareholders of the Company at the Special Meeting. Subject to such approval the execution and the Ancillary Agreements to which it is a party delivery of this Agreement (and all agreements and instruments contemplated hereby) and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller Company. Pursuant to the Voting Agreements, holders of shares totaling at least 67% of the issued and no outstanding common stock of the Company have approved this Agreement, the Merger and the other corporate proceedings on the part of any Seller are necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby. Each Seller’s Board of Directors has and thereby (i) approved this Agreement and provided, however, that such approval does not constitute the transactions contemplated hereby, (ii) determined that the terms approval of this Agreement are fair by the Shareholders of the Company at the Special Meeting) and have agreed to and vote their shares in the best interests of such Seller and its stockholders, and (iii) declared the advisability favor of this Agreement, the Merger and the other transactions contemplated hereby and thereby. This Agreement (and all agreements and instruments contemplated hereby) has been (or, in the case of any agreements or instruments to be executed at or prior to Closing, will be) duly executed and delivered by the Sellers, Company and each Ancillary Agreement will be duly constitutes (or when executed and delivered by each Seller party thereto, and, assuming due authorization, execution and delivery by will constitute) the other parties hereto and thereto, constitutes or will constitute a legal, valid and binding agreement obligation of each Seller Company, enforceable against each Seller it in accordance with its terms, subject to the effects of except (i) as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar Laws laws affecting or relating to or affecting enforcement of creditors’ ' rights generally and general (ii) as the remedy of specific performance and injunction and other forms of equitable principles relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (whether considered the foregoing in a proceeding in equity or at lawclauses (i) and (ii), the "Enforceability Exceptions").

Authority; Enforceability. Each of the Seller Parties has all necessary corporate the requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements Agreement, each other Transaction Document to which it is a partyparty and each instrument required to be executed and delivered by it hereunder, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each the Seller of this Agreement Agreement, each other Transaction Document and each instrument required to be executed and delivered by it hereunder, the Ancillary Agreements to which it is a party performance of its obligations hereunder and thereunder and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly approved and authorized by all necessary corporate action, and no other corporate action on the part of each the Seller and no other corporate proceedings on the part of any Seller are is necessary pursuant to its governing documents or the laws of its jurisdiction of incorporation to authorize this Agreement or the Ancillary Agreements Agreement, any other Transaction Document to which it the Seller is a party or any instrument required to consummate be executed and delivered by it hereunder or the consummation of transactions contemplated hereby or thereby. Each Seller’s Board of Directors has (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that the terms of this Agreement are fair to and in the best interests of such Seller and its stockholders, and (iii) declared the advisability of this Agreement. This Agreement has been duly and validly executed and delivered by the Sellers, and each Ancillary Agreement will be duly executed and delivered by each Seller party thereto, Parties and, assuming the due authorization, execution and delivery thereof by the other parties hereto and theretoPurchaser, constitutes or will constitute a legal, valid and binding agreement obligation of each the Seller Parties, enforceable against each Seller them 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).