Common use of Authority; Execution and Delivery; Enforceability Clause in Contracts

Authority; Execution and Delivery; Enforceability. (a) Monsoon has all requisite power and authority to execute and deliver each Transaction Document to which it is or is contemplated to be a party, to perform and comply with its obligations thereunder and to consummate the Transactions. The execution and delivery by Monsoon of each Transaction Document to which it is or is contemplated to be a party and the consummation by Monsoon of the Transactions have been duly authorized by all necessary corporate action on the part of Monsoon, and except for such further action of the Monsoon Board required to establish the Record Date and subject to obtaining the Monsoon Shareholder Approval, no other corporate proceedings on the part of Monsoon are necessary to authorize the Transaction Documents or the consummation of the Transactions. Monsoon has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against Monsoon in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies). Prior to the Closing, Monsoon will have duly executed and delivered each other Transaction Document to which it is or is contemplated to be a party, and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies).

Authority; Execution and Delivery; Enforceability. (a) Monsoon Seller has all requisite power and authority to execute and deliver each Transaction Document to which it is or is contemplated to be a party, to perform and comply with its obligations thereunder and to consummate the Transactions. The execution execution, delivery and delivery performance by Monsoon Seller of each Transaction Document to which it is or is contemplated to be a party and the consummation by Monsoon Seller of the Transactions have been duly authorized by all necessary requisite corporate action on the part of Monsoon, and except for such further action of the Monsoon Board required to establish the Record Date and subject to obtaining the Monsoon Shareholder Approval, no other corporate proceedings on the part of Monsoon are necessary to authorize the Transaction Documents or the consummation of the TransactionsSeller. Monsoon Seller has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against Monsoon Seller in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies). Prior At or prior to the Closing, Monsoon Seller will have duly executed and delivered each other Transaction Document to which it is or is contemplated to be a party, and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies).

Authority; Execution and Delivery; Enforceability. (a%3) Monsoon Purchaser has all requisite power and authority to execute and deliver each Transaction Document to which it is or is contemplated to be a party, to perform and comply with its obligations thereunder and to consummate the Transactions. The execution execution, delivery and delivery performance by Monsoon Purchaser of each Transaction Document to which it is or is contemplated to be a party and the consummation by Monsoon Purchaser of the Transactions have been duly authorized by all necessary the Board of Directors of Purchaser, and no other corporate action or proceeding on the part of Monsoon, and except for such further action of the Monsoon Board required to establish the Record Date and subject to obtaining the Monsoon Shareholder Approval, no other corporate proceedings on the part of Monsoon are Purchaser is necessary to authorize the Transaction Documents or the consummation of the Transactions. Monsoon Purchaser has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by the other parties heretoSeller, this Agreement constitutes its Purchaser’s legal, valid and binding obligation, enforceable against Monsoon Purchaser in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies). Prior to the Closing, Monsoon Purchaser will have duly executed and delivered each other Transaction Document to which it is or is contemplated to be a party, and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies).

Authority; Execution and Delivery; Enforceability. (a) Monsoon Each of the Seller Parties has all requisite power and authority to execute and deliver this Agreement and each Transaction Document of the Related Documents to which it such Seller Party is or is contemplated to be a party, to perform and comply with its obligations thereunder party and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery by Monsoon each of each Transaction Document the Seller Parties of this Agreement has been, and in the case of the Related Documents to which it is or is contemplated to such Seller Party will be a party will be when delivered, and the consummation by Monsoon of the Transactions have been transactions contemplated hereby has been, and the consummation of the transactions contemplated by the Related Documents to which such Seller Party will be a party will be when delivered, duly authorized by all necessary corporate requisite action on the part of Monsoonsuch Seller Party. This Agreement has been, and except for such further action upon its execution and delivery each of the Monsoon Board required Related Documents to establish the Record Date which such Seller Party will be a party will be, duly and subject to obtaining the Monsoon Shareholder Approval, no other corporate proceedings on the part of Monsoon are necessary to authorize the Transaction Documents or the consummation of the Transactions. Monsoon has duly validly executed and delivered this Agreementby such Seller Party. This Agreement constitutes, and, assuming due authorization, and upon its execution and delivery each of the Related Documents to which such Seller Party will be a party will constitute, assuming that this Agreement and each of the Related Documents to which the Purchaser will be a party have been duly authorized, executed and delivered by the other parties heretoPurchaser, this Agreement constitutes its legal, a valid and binding obligationobligation of such Seller Party, enforceable against Monsoon such Seller Party in accordance with its terms (except insofar as such enforceability may be limited by terms, in each case subject to applicable bankruptcy, insolvency, reorganization, moratorium or and similar Laws affecting creditors’ rights and remedies generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or by principles governing the availability of equitable remedies). Prior to the Closing, Monsoon will have duly executed and delivered each other Transaction Document to which it is or is contemplated to be a party, and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the availability of equitable remediesequity).

Authority; Execution and Delivery; Enforceability. (a) Monsoon Each of the Company and the Company Operating Partnership has all the requisite power and authority to execute and deliver this Agreement and each Transaction Document of the Ancillary Agreements to which it is is, or is contemplated will be, a party and, subject to be a partythe Company Merger Approval, to perform and comply with its obligations thereunder and to consummate the TransactionsTransactions to which it is, or will be, a party. The execution and delivery by Monsoon each of the Company and the Company Operating Partnership of this Agreement and each Transaction Document of the Ancillary Agreements to which it is is, or is contemplated to be will be, a party and the consummation by Monsoon such Person of the Transactions to which it is, or will be, a party have been duly authorized by all necessary corporate action on the part of Monsooncorporate, and except for limited liability company, partnership or other comparable actions by such further action Person, subject to receipt of the Monsoon Board required to establish the Record Date and subject to obtaining the Monsoon Shareholder Company Merger Approval, no other corporate proceedings on the part of Monsoon are necessary to authorize the Transaction Documents or the consummation of the Transactions. Monsoon This Agreement has been duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by the other parties hereto, this Agreement Company and the Company Operating Partnership and constitutes its legal, a valid and binding obligationobligation by each of the Company and the Company Operating Partnership, enforceable against Monsoon it in accordance with its terms (terms, except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws Laws, now or hereafter in effect, affecting the enforcement of creditors’ rights generally or by general equitable principles governing the availability (regardless of equitable remedieswhether enforceability is considered in a proceeding in equity or at law). Prior to Each of the Closing, Monsoon Company and the Company Operating Partnership at or before the Closing will have duly executed and delivered each other Transaction Document Ancillary Agreement to which it is or is contemplated contemplated, pursuant to this Agreement, to be a partyparty and each Ancillary Agreement to which it is contemplated, andpursuant to this Agreement, to be a party will after the Closing constitute, assuming due and valid authorization, execution and delivery thereof by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party will constitute its the Company’s and/or the Company Operating Partnership’s, as applicable, legal, valid and binding obligation, enforceable against it the Company or the Company Operating Partnership, as applicable, in accordance with its terms (terms, except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws Laws, now or hereafter in effect, affecting the enforcement of creditors’ rights generally or by general equitable principles governing the availability (regardless of equitable remedieswhether enforceability is considered in a proceeding in equity or at law).

Authority; Execution and Delivery; Enforceability. (a) Monsoon Each of Weyerhaeuser and the Spinco Parties has all requisite power and authority to execute and deliver each Transaction Document to which it is or is contemplated to be a party, to perform and comply with its obligations thereunder and to consummate the Transactions. The execution and delivery by Monsoon Weyerhaeuser and the Spinco Parties of each Transaction Document to which it is they are or is are contemplated to be a party and the consummation by Monsoon Weyerhaeuser and the Spinco Parties of the Transactions have been duly authorized by all necessary corporate requisite action on the part of Monsoon, Weyerhaeuser and except for such further action the Spinco Parties. Each of Weyerhaeuser and the Monsoon Board required to establish the Record Date and subject to obtaining the Monsoon Shareholder Approval, no other corporate proceedings on the part of Monsoon are necessary to authorize the Transaction Documents or the consummation of the Transactions. Monsoon Spinco Parties has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against Monsoon each of Weyerhaeuser and such Spinco Parties in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies). Prior to the ClosingEffective Time, Monsoon each of Weyerhaeuser and the Spinco Parties will have duly executed and delivered each other Transaction Document to which it is or is contemplated to be a party, and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies).

Authority; Execution and Delivery; Enforceability. (a) Monsoon The Board of Directors of Domtar has duly approved this Agreement and the other Transaction Documents and the transactions contemplated thereby, including the Arrangement. Domtar has all requisite power and authority to execute and deliver each Transaction Document to which it is or is contemplated to be a party, to perform and comply with its obligations thereunder and to consummate the Transactions. The execution and delivery by Monsoon Domtar of each Transaction Document to which it is or is contemplated to be a party and the consummation by Monsoon Domtar of the Transactions have been duly authorized by all necessary corporate requisite action on the part of Monsoon, and except for such further action of the Monsoon Board required to establish the Record Date and subject to obtaining the Monsoon Shareholder Approval, no other corporate proceedings on the part of Monsoon are necessary to authorize the Transaction Documents or the consummation of the TransactionsDomtar. Monsoon Domtar has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against Monsoon Domtar in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws laws affecting creditors’ rights generally generally, or by principles governing the availability of equitable remedies). Prior to the ClosingEffective Time, Monsoon Domtar will have duly executed and delivered each other Transaction Document to which it is or is contemplated to be a party, and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws laws affecting creditors’ rights generally generally, or by principles governing the availability of equitable remedies).

Authority; Execution and Delivery; Enforceability. (a) Monsoon has all requisite power and authority to execute and deliver each Transaction Document to which it is or is contemplated to be a party, to perform and comply with its obligations thereunder and to consummate the Transactions. The execution and delivery by Monsoon Sellers of each Transaction Document to which it is or is contemplated to be a party this Agreement and the consummation by Monsoon Sellers of the Transactions have been duly authorized by all necessary corporate or other organizational action and no other action or proceeding on the part of Monsoon, and except for such further action of the Monsoon Board required to establish the Record Date and subject to obtaining the Monsoon Shareholder Approval, no other corporate proceedings on the part of Monsoon are Sellers or their respective equityholders is necessary to authorize the Transaction Documents this Agreement (including any shareholder vote or the consummation of the Transactionsapproval). Monsoon has Sellers have duly executed and delivered this Agreement, andand this Agreement, assuming the due authorization, execution and delivery by the other parties hereto, of this Agreement by Purchaser, constitutes its their legal, valid and binding obligation, enforceable against Monsoon them in accordance with its terms (except insofar as such enforceability may be limited by applicable and conditions, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Laws relating to or similar Laws affecting creditors’ rights generally and general equitable principles as to enforceability (whether considered in a Proceeding in equity or by principles governing the availability of equitable remediesat Law). Prior The execution and delivery by each Seller of each other Transaction Agreement to which it is or will be party and the consummation by each Seller of the Transactions have been, or will be at the Closing, Monsoon as applicable, duly authorized by all necessary corporate or other organizational action and no other action or proceeding on the part of such Seller or any of its equityholders is necessary to authorize the Transaction Agreements or the Transactions. Each Seller has, or will have at the Closing, as applicable, duly executed and delivered each other Transaction Document Agreement to which it is or is contemplated to will be a party, andand each such Transaction Agreement, assuming the due authorization, execution and delivery of each such Transaction Agreement by the other parties theretoPurchaser or its Affiliate, each other Transaction Document to which it is constitutes or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by applicable terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Laws relating to or similar Laws affecting creditors’ rights generally and general equitable principles (whether considered in a Proceeding in equity or by principles governing the availability of equitable remediesat Law).

Authority; Execution and Delivery; Enforceability. Each member of the Seller Group has the requisite corporate (aor similar organizational) Monsoon has all requisite power and authority to execute and deliver this Agreement and the other agreements and instruments to be executed and delivered by it in connection with this Agreement, including each Transaction Document Local Transfer Agreement, the Transition Services Agreement, the Trademark License Agreement, the Saluggia Leases and the agreements entered into and documents executed in connection with the implementation of the Restructuring (the “Ancillary Agreements”) to which it is or is contemplated to will be a party, to perform and comply with its obligations thereunder party and to consummate the TransactionsAcquisition, to the extent applicable, and the other transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements. The Each member of the Seller Group has taken all corporate (or similar organizational) action required by its articles of association, certificate of incorporation, bylaws or similar organizational documents, as applicable, to authorize the execution and delivery by Monsoon of each Transaction Document this Agreement and the Ancillary Agreements to which it is or is contemplated to will be a party and the consummation by Monsoon of the Transactions have been duly authorized by all necessary corporate action on the part of Monsoon, and except for such further action of the Monsoon Board required to establish the Record Date and subject to obtaining the Monsoon Shareholder Approval, no other corporate proceedings on the part of Monsoon are necessary to authorize the Transaction Documents or the consummation of the TransactionsAcquisition, to the extent applicable, and the other transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements. Monsoon Each member of the Seller Group has duly executed and delivered this Agreement, Agreement and, prior to the Applicable Closing Date, will have duly executed and delivered each Ancillary Agreement to which it will be a party, and (assuming the due authorization, execution and delivery by the other parties hereto, Purchaser) this Agreement constitutes its legalconstitutes, valid and binding obligation, enforceable against Monsoon in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies). Prior to the Closing, Monsoon will have duly executed and delivered each other Transaction Document Ancillary Agreement to which it is or is contemplated to will be a party, and, party will after the Applicable Closing Date (assuming the due authorization, execution and delivery by the other parties thereto) constitute, each other Transaction Document to which it is or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar subject, as such enforceability may be limited by to enforcement, to applicable bankruptcy, insolvency, moratorium, reorganization, moratorium fraudulent conveyance or similar Laws affecting the enforcement of creditors’ rights generally and to general equitable principles (whether considered in a proceeding in equity or by principles governing at law) (the availability of equitable remedies“Enforceability Exceptions”).

Authority; Execution and Delivery; Enforceability. (a) Monsoon Match has all requisite power and authority to execute and deliver each Transaction Document to which it is or is contemplated to be a party, to perform and comply with its obligations thereunder and and, subject to receipt of the Match Stockholder Approval, to consummate the Transactions. The execution and delivery by Monsoon Match of each Transaction Document to which it is or is contemplated to be a party and the consummation by Monsoon Match of the Transactions have been duly authorized by all necessary corporate action on the part Match Board of MonsoonDirectors and the Match Separation Committee, and except for such further action of the Monsoon Board required to establish the Record Date and subject to obtaining the Monsoon Shareholder Match Stockholder Approval, no other corporate proceedings on the part of Monsoon Match are necessary to authorize the Transaction Documents to which it is or is contemplated to be a party or the consummation of the Transactions. Monsoon Match has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by the other parties heretoParties, this Agreement constitutes its legal, valid and binding obligation, enforceable against Monsoon Match in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies). Prior to Upon the Closing, Monsoon will have duly executed execution and delivered delivery by Match of each other Transaction Document to which it is or is contemplated to be a party, and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally generally, or by principles governing the availability of equitable remedies).

Authority; Execution and Delivery; Enforceability. (a) Monsoon Purchaser and each Purchaser Subsidiary has all requisite power and authority to execute and deliver each Transaction Document to which it is or is contemplated to be a party, to perform and comply with its obligations thereunder and to consummate the Transactions. The execution and delivery by Monsoon Purchaser and each Purchaser Subsidiary of each Transaction Document to which it is or is contemplated to be a party and the consummation by Monsoon Purchaser and each Purchaser Subsidiary of the Transactions have been duly authorized by all necessary corporate action on the part Board of MonsoonDirectors of Purchaser or, to the extent necessary, the analogous governing body of such Purchaser Subsidiary, and except for such further action of the Monsoon Board required to establish the Record Date and subject to obtaining the Monsoon Shareholder Approval, no other corporate proceedings on the part of Monsoon Purchaser or any Purchaser Subsidiary are necessary to authorize the Transaction Documents or the consummation of the Transactions. Monsoon Purchaser has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against Monsoon Purchaser in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally generally, or by principles governing the availability of equitable remedies). Prior to the Closing, Monsoon Purchaser and each Purchaser Subsidiary will have duly executed and delivered each other Transaction Document to which it is or is contemplated to be a party, and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally generally, or by principles governing the availability of equitable remedies).

Authority; Execution and Delivery; Enforceability. (a) Monsoon has Each of Seller, its Subsidiaries and the other Seller Contracting Parties have all requisite corporate power and authority and full legal capacity to execute this Agreement and deliver each Transaction Document the Ancillary Agreements to which it is is, or is contemplated specified to be be, a party, to fully perform and comply with its obligations hereunder or thereunder and to consummate the TransactionsAcquisition, and the other transactions contemplated hereby and thereby. The execution and delivery by Monsoon each of each Transaction Document Seller, its Subsidiaries and the other Seller Contracting Parties of this Agreement and the Ancillary Agreements to which it is is, or is contemplated specified to be be, a party and the consummation by Monsoon Seller and each other Seller Contracting Party of the Transactions Acquisition and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of MonsoonSeller and each other Seller Contracting Party, and except for such further action of the Monsoon Board required to establish the Record Date and subject to obtaining the Monsoon Shareholder Approval, no other corporate proceedings action on the part of Monsoon are Seller or any Seller Contracting Party is necessary to authorize this Agreement or the Transaction Documents Ancillary Agreements or the consummation of the TransactionsAcquisition or the other transactions contemplated hereby or thereby. Monsoon Seller has duly executed and delivered this Agreement, Agreement and, assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against Monsoon in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium at or similar Laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies). Prior prior to the Closing, Monsoon each of Seller and its Subsidiaries and each Seller Contracting Party will have duly executed and delivered each other Transaction Document Ancillary Agreement to which it is is, or is contemplated specified to be be, a party, and, assuming the due authorization, execution and delivery by the other parties theretoPurchaser, this Agreement constitutes Seller’s, and each other Transaction Document Ancillary Agreement to which it is Seller or its Subsidiary or any Seller Contracting Party is, or is contemplated specified to be be, a party will will, after execution and delivery by Seller or its Subsidiary or such Seller Contracting Party (as the case may be), constitute its Seller’s, such Subsidiary’s and such Seller Contracting Party’s legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar other Laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or by principles governing the availability of equitable remedies)at Law.

Authority; Execution and Delivery; Enforceability. (a) Monsoon Each of the PECO Parties has all the requisite power and authority to execute and deliver this Agreement and each Transaction Document of the Ancillary Agreements to which it is is, or is contemplated to be will be, a party, to perform and comply with its obligations thereunder party and to consummate the TransactionsTransactions to which it is, or will be, a party. The execution and delivery by Monsoon each of the PECO Parties of this Agreement and each Transaction Document of the Ancillary Agreements to which it is is, or is contemplated to be will be, a party and the consummation by Monsoon such Person of the Transactions to which it is, or will be, a party have been duly authorized by all necessary corporate action on the part of Monsooncorporate, and except for limited liability company, partnership or other comparable actions by such further action of the Monsoon Board required to establish the Record Date and subject to obtaining the Monsoon Shareholder Approval, no other corporate proceedings on the part of Monsoon are necessary to authorize the Transaction Documents or the consummation of the TransactionsPerson. Monsoon This Agreement has been duly executed and delivered this Agreement, and, assuming due authorization, execution by each of the PECO Parties and delivery by the other parties hereto, this Agreement constitutes its legal, a valid and binding obligationobligation by each of the PECO Parties, enforceable against Monsoon it in accordance with its terms (terms, except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws Laws, now or hereafter in effect, affecting the enforcement of creditors’ rights generally or by general equitable principles governing the availability (regardless of equitable remedieswhether enforceability is considered in a proceeding in equity or at law). Prior to Each of the Closing, Monsoon PECO Parties at or before the Closing will have duly executed and delivered each other Transaction Document Ancillary Agreement to which it is or is contemplated contemplated, pursuant to this Agreement, to be a partyparty and each Ancillary Agreement to which it is contemplated, andpursuant to this Agreement, to be a party will after the Closing constitute, assuming due and valid authorization, execution and delivery thereof by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party will constitute its the applicable PECO Party’s, legal, valid and binding obligation, enforceable against it such PECO Party, in accordance with its terms (terms, except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws Laws, now or hereafter in effect, affecting the enforcement of creditors’ rights generally or by general equitable principles governing the availability (regardless of equitable remedieswhether enforceability is considered in a proceeding in equity or at law).

Authority; Execution and Delivery; Enforceability. (a) Monsoon Each of the IAC Parties has all requisite power and authority to execute and deliver each Transaction Document to which it is or is contemplated to be a party, to perform and comply with its obligations thereunder and and, subject to the receipt of the IAC Required Stockholder Approval, to consummate the TransactionsTransactions to which it is a party. The execution and delivery by Monsoon each of the IAC Parties of each Transaction Document to which it is or is contemplated to be a party and the consummation by Monsoon each of the IAC Parties of the Transactions to which it is a party have been duly authorized by all necessary corporate action on the part respective Boards of MonsoonDirectors of IAC and New IAC and the sole member of New Match Merger Sub, and except for such further action of the Monsoon Board required to establish IAC Stockholder Approval and the Record Date and subject to obtaining the Monsoon Shareholder New IAC Stockholder Approval, no other corporate proceedings on the part of Monsoon any IAC Party are necessary to authorize the Transaction Documents to which it is or is contemplated to be a party or the consummation of the TransactionsTransactions to which it is a party. Monsoon Each of the IAC Parties has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by the other parties heretoParties, this Agreement constitutes its legal, valid and binding obligation, enforceable against Monsoon each of the IAC Parties in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally generally, or by principles governing the availability of equitable remedies). Prior to Upon the Closing, Monsoon will have duly executed execution and delivered delivery by each of the IAC Parties of each other Transaction Document to which it is or is contemplated to be a party, and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally generally, or by principles governing the availability of equitable remedies). IAC has delivered to Match a copy of the written consent of the sole member of New Match Merger Sub approving this Agreement.

Authority; Execution and Delivery; Enforceability. Seller and its Subsidiaries had or have (aas applicable) Monsoon has all requisite corporate power and authority and full legal capacity to execute the Original Agreement and deliver each Transaction Document this Amended Agreement and the Ancillary Agreements to which it is is, or is contemplated specified to be be, a party, to fully perform and comply with its obligations hereunder or thereunder and to consummate the TransactionsAcquisition, and the other transactions contemplated hereby and thereby. The execution and delivery by Monsoon Seller and its Subsidiaries of each Transaction Document the Original Agreement, this Amended Agreement and the Ancillary Agreements to which it is is, or is contemplated specified to be be, a party and the consummation by Monsoon Seller and the Subsidiary Transferors of the Transactions Acquisition and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of MonsoonSeller and the Subsidiary Transferors, and except for such further action of the Monsoon Board required to establish the Record Date and subject to obtaining the Monsoon Shareholder Approval, no other corporate proceedings action on the part of Monsoon are Seller or the Subsidiary Transferors is necessary to authorize this Amended Agreement or the Transaction Documents Ancillary Agreements or the consummation of the TransactionsAcquisition or the other transactions contemplated hereby or thereby. Monsoon Seller has duly executed and delivered this the Original Agreement, this Amended Agreement and, assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against Monsoon in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium at or similar Laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies). Prior prior to the Closing, Monsoon Seller and its Subsidiaries will have duly executed and delivered each other Transaction Document Ancillary Agreement to which it is is, or is contemplated specified to be be, a party, and, assuming the due authorization, execution and delivery by the other parties theretoPurchaser, this Amended Agreement constitutes Seller’s, and each other Transaction Document Ancillary Agreement to which it is Seller or its Subsidiary is, or is contemplated specified to be be, a party will will, after execution and delivery by Seller or its Subsidiary (as the case may be), constitute its Seller’s and such Subsidiary’s legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar other Laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or by principles governing the availability of equitable remedies)at Law.

Authority; Execution and Delivery; Enforceability. (a) Monsoon The Purchaser has all requisite full power and authority and full legal capacity to execute this Agreement and deliver each Transaction Document the Ancillary Agreements to which it is is, or is contemplated specified to be be, a party, to fully perform and comply with its obligations hereunder and thereunder and to consummate the TransactionsAcquisition, the Equity Financing and the other transactions contemplated hereby and thereby. The execution and delivery by Monsoon the Purchaser of each Transaction Document this Agreement and the Ancillary Agreements to which it is is, or is contemplated specified to be be, a party and the consummation by Monsoon the Purchaser of the Transactions Acquisition, the Equity Financing and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Monsoonthe Purchaser, and except for such further action of the Monsoon Board required to establish the Record Date and subject to obtaining the Monsoon Shareholder Approval, no other corporate proceedings action on the part of Monsoon are the Purchaser is necessary to authorize this Agreement or the Transaction Documents Ancillary Agreements or the consummation of the TransactionsAcquisition, the Equity Financing or the other transactions contemplated hereby or thereby. Monsoon The Purchaser has duly executed and delivered this Agreement, Agreement and, assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against Monsoon in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies). Prior prior to the Closing, Monsoon will have duly executed and delivered each other Transaction Document Ancillary Agreement to which it is is, or is contemplated specified to be be, a party, and, assuming their due authorization, execution and delivery by the other parties theretoSeller, this Agreement constitutes, and each other Transaction Document Ancillary Agreement to which it is is, or is contemplated specified to be be, a party will constitute will, after execution and delivery by the Purchaser, constitute, its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar other Laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or by principles governing at Law. Concurrently with the availability execution of equitable remedies)this Agreement, Harbinger has delivered to the Seller the Harbinger Guarantees, which are, to the knowledge of the Purchaser, in full force and effect.

Authority; Execution and Delivery; Enforceability. (a) Monsoon has all requisite power and authority to execute and deliver each Transaction Document to which it is or is contemplated to be a party, to perform and comply with its obligations thereunder and to consummate the Transactions. The execution and delivery by Monsoon Seller of each Transaction Document to which it is or is contemplated to be a party this Agreement and the consummation by Monsoon Seller of the Transactions have been duly authorized by all necessary corporate or other organizational action and no other action or proceeding on the part of Monsoon, and except for such further action of the Monsoon Board required to establish the Record Date and subject to obtaining the Monsoon Shareholder Approval, no Seller or its stockholders or other corporate proceedings on the part of Monsoon are equityholders is necessary to authorize the Transaction Documents or the consummation of the Transactionsthis Agreement. Monsoon Seller has duly executed and delivered this Agreement, andand this Agreement, assuming the due authorization, execution and delivery by the other parties hereto, of this Agreement by Purchaser, constitutes its legal, valid and binding obligation, enforceable against Monsoon it in accordance with its terms (except insofar as such enforceability may be limited by applicable terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Laws relating to or similar Laws affecting creditors’ rights generally and general equitable principles (whether considered in a Proceeding in equity or by principles governing the availability of equitable remediesat Law). Prior The execution and delivery by each of Seller and each Selling Affiliate of each other Transaction Agreement to which it is or will be party and the consummation by each of Seller and each Selling Affiliate of the Transactions have been, or will be at the Closing, Monsoon as applicable, duly authorized by all necessary corporate or other organizational action and no other action or proceeding on the part of Seller or any Selling Affiliates or any of their respective stockholders or other equityholders is necessary to authorize the Transaction Agreements or the Transactions. Each of Seller and each Selling Affiliate has, or will have at the Closing, as applicable, duly executed and delivered each other Transaction Document Agreement to which it is or is contemplated to will be a party, andand each such Transaction Agreement, assuming the due authorization, execution and delivery of each such Transaction Agreement by the other parties theretoPurchaser or its Affiliate, each other Transaction Document to which it is constitutes or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by applicable terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Laws relating to or similar Laws affecting creditors’ rights generally and general equitable principles (whether considered in a Proceeding in equity or by principles governing the availability of equitable remediesat Law).

Authority; Execution and Delivery; Enforceability. (a) Monsoon Each Seller Entity has all requisite necessary power and authority to execute this Agreement and deliver each the other Transaction Document Documents to which it is or is contemplated to be a party, to perform and comply with its obligations thereunder party and to consummate the TransactionsTransaction and the other transactions contemplated hereby and thereby. The execution and delivery by Monsoon each Seller Entity of each this Agreement and the other Transaction Document Documents to which it is or is contemplated to be a party and the consummation by Monsoon it of the Transactions Transaction and the other transactions contemplated hereby and thereby are within its organizational powers and have been duly authorized by all necessary corporate action on the part of Monsoon, and except for such further or other action of the Monsoon Board required to establish the Record Date and subject to obtaining the Monsoon Shareholder Approval, no other corporate proceedings on the part of Monsoon are necessary to authorize the Transaction Documents or the consummation of the TransactionsSeller Entities. Monsoon Seller has duly executed and delivered this Agreement, andand will duly execute and deliver (and cause the other Seller Entities to duly execute and deliver) the other Transaction Documents to which it is a party, and assuming due authorization, execution and delivery by the other parties heretoPurchaser, this Agreement constitutes its legal, will constitute Seller’s valid and binding obligationobligation and the other Transaction Documents will constitute the valid and binding obligation of each Seller Entity party thereto, in each case enforceable against Monsoon each such Person in accordance with its terms (except insofar as such enforceability may be limited by applicable terms, subject to the effect of any Laws relating to bankruptcy, reorganization, insolvency, reorganizationmoratorium, moratorium fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally or by principles governing the availability of equitable remedies). Prior and subject, as to enforceability, to the Closing, Monsoon will have duly executed and delivered each other Transaction Document to which it is or is contemplated to be a party, and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms effect of general principles of equity (except insofar as regardless of whether such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium is considered in a Proceeding in equity or similar Laws affecting creditors’ rights generally or by principles governing at law) (the availability of equitable remedies“Enforceability Exceptions”).

Authority; Execution and Delivery; Enforceability. (a) Monsoon Each of Company and Outdoor Products has all requisite power and authority to execute and deliver each Transaction Document to which it is or is contemplated to be a party, to perform and comply with its obligations thereunder and to consummate the TransactionsTransactions to which it is a party. The execution and delivery by Monsoon each of Company and Outdoor Products of each Transaction Document to which it is or is contemplated to be a party and the consummation by Monsoon each of Company and Outdoor Products of the Transactions to which it is a party have been duly authorized by all necessary corporate action on the part respective Boards of MonsoonDirectors of Company and Outdoor Products, and except for such further action of the Monsoon Board required to establish the Record Date and subject to obtaining the Monsoon Shareholder Company Stockholder Approval, no other corporate proceedings on the part of Monsoon either Company or Outdoor Products are necessary to authorize the Transaction Documents to which it is or is contemplated to be a party or the consummation of the Transactions. Monsoon Each of Company and Outdoor Products has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against Monsoon each of Company and Outdoor Products in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally generally, or by principles governing the availability of equitable remedies). Prior to Upon the Closing, Monsoon will have duly executed execution and delivered delivery by each of Company and Outdoor Products of each other Transaction Document to which it is or is contemplated to be a party, and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally generally, or by principles governing the availability of equitable remedies).

Authority; Execution and Delivery; Enforceability. (a) Monsoon Seller has all requisite full corporate power and authority to execute this Agreement and deliver each Transaction Document the Ancillary Agreements to which it is is, or is contemplated specified to be be, a party, to perform and comply with its obligations thereunder party and to consummate the Transactionstransactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements. The Each of Seller Subsidiaries has or, prior to the Closing, will have full corporate or other power and authority to execute the Ancillary Agreements to which it is, or is specified to be, a party and to consummate the transactions contemplated to be consummated by it by such Ancillary Agreements. Seller has taken all corporate action required by its Articles of Association to authorize the execution and delivery by Monsoon of each Transaction Document this Agreement and the Ancillary Agreements to which it is is, or is contemplated specified to be be, a party and the consummation by Monsoon of the Transactions have been duly authorized by all necessary corporate action on the part of Monsoon, and except for such further action of the Monsoon Board required to establish the Record Date and subject to obtaining the Monsoon Shareholder Approval, no other corporate proceedings on the part of Monsoon are necessary to authorize the Transaction Documents or the consummation of the Transactionstransactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements. Monsoon Each of Seller Subsidiaries has or, prior to the Closing, will have taken all corporate or other action required by its organizational documents to authorize the execution and delivery of the Ancillary Agreements to which it is, or is specified to be, a party and to authorize the consummation of the transactions contemplated to be consummated by it by such Ancillary Agreements. Seller has duly executed and delivered this AgreementAgreement and prior to the Closing will have duly executed and delivered each Ancillary Agreement to which it is, or is specified to be, a party and, assuming due authorization, execution and delivery by the other parties heretomembers of Purchaser Group party thereto, this Agreement constitutes constitutes, and each Ancillary Agreement to which it is, or is specified to be, a party will after the Closing constitute, its legal, valid and binding obligation, enforceable against Monsoon it in accordance with its terms (except insofar subject, as such enforceability may be limited by to enforcement, to applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or similar Laws laws affecting creditors’ rights generally or by principles governing the availability and to general equitable principles. Each of equitable remedies). Prior Seller Subsidiaries prior to the Closing, Monsoon Closing will have duly executed and delivered each other Transaction Document Ancillary Agreement to which it is is, or is contemplated specified to be be, a party, and, assuming due authorization, execution and delivery by the other parties members of Purchaser Group party thereto, each other Transaction Document Ancillary Agreement to which it is is, or is contemplated specified to be be, a party will after the Closing constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar subject, as such enforceability may be limited by to enforcement, to applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or similar Laws laws affecting creditors’ rights generally or by principles governing the availability of and to general equitable remedies)principles.

Authority; Execution and Delivery; Enforceability. (a) Monsoon Except as set forth in Section 2.02 of the Seller Disclosure Schedule, each of Seller and each Seller Party has all requisite corporate power to enter into, consummate the transactions contemplated by, and authority to execute and deliver carry out its obligations under, each of the Transaction Document Agreements to which it is or is contemplated to will be a party, to perform and comply with its obligations thereunder and to consummate the Transactions. The execution and delivery by Monsoon Seller and each Seller Party of each the Transaction Document Agreements to which it is or is contemplated to will be a party party, and the consummation by Monsoon Seller and each Seller Party of the Transactions transactions contemplated by, and the performance by Seller and each Seller Party of its obligations under, such Transaction Agreements have been duly authorized by all necessary requisite corporate or other action on the part of MonsoonSeller and each Seller Party, as applicable. This Agreement has been, and except for such further action upon execution and delivery of the Monsoon Board required other Transaction Agreements to establish the Record Date which Seller and subject to obtaining the Monsoon Shareholder Approvaleach Seller Party is or will be a party, no such other corporate proceedings on the part of Monsoon are necessary to authorize the Transaction Documents or the consummation of the Transactions. Monsoon has Agreements will be, duly executed and delivered by Seller and each Seller Party, and this AgreementAgreement constitutes, andand upon execution and delivery of the other Transaction Agreements to which Seller and each Seller Party is or will be a party, such other Transaction Agreements will constitute (assuming due authorization, execution and delivery by each other party to such Transaction Agreement), the other parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against Monsoon in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the availability obligation of equitable remedies). Prior to the Closing, Monsoon will have duly executed Seller and delivered each other Transaction Document to which it is or is contemplated to be a party, and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party will constitute its legal, valid and binding obligationSeller Party, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, reorganizationmoratorium, moratorium rehabilitation, liquidation, fraudulent conveyance or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or by principles governing at law) (the availability of equitable remedies“Enforceability Exceptions”).

Authority; Execution and Delivery; Enforceability. (a) Monsoon Each of Roadrunner, New Pubco and Merger Sub has all requisite power and authority to execute and deliver this Agreement and each of the other Transaction Document Agreements to which it is is, or is contemplated specified to be be, a party, to perform and comply with its obligations thereunder party and to consummate the Transactionstransactions contemplated hereby and thereby, subject to obtaining the approval of the issuance of New Pubco Common Stock comprising the Consideration (the “Stock Issuance”) by the holders of a majority of the shares of Roadrunner Common Stock represented in person or by proxy at a meeting duly called and held for such purpose (the “Requisite Vote”). The execution and delivery by Monsoon each of Roadrunner, New Pubco and Merger Sub of this Agreement and each of the other Transaction Document Agreements to which it is is, or is contemplated specified to be be, a party party, and the consummation by Monsoon Roadrunner, New Pubco and Merger Sub of the Transactions transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Monsooneach of Roadrunner, New Pubco and except for such further action Merger Sub. Each of the Monsoon Board required to establish the Record Date Roadrunner, New Pubco and subject to obtaining the Monsoon Shareholder Approval, no other corporate proceedings on the part of Monsoon are necessary to authorize the Transaction Documents or the consummation of the Transactions. Monsoon Merger Sub has duly executed and delivered this Agreement, Agreement and, prior to or as of the Closing, will have duly executed and delivered each other agreement and instrument contemplated hereby to which it is, or is specified to be, a party, and (assuming the due authorization, execution and delivery by the parties other parties heretothan Roadrunner, New Pubco and Merger Sub) this Agreement constitutes its constitutes, and each other agreement and instrument contemplated hereby to which Roadrunner, New Pubco and Merger Sub is, or is specified to be, a party will after the Closing constitute, the legal, valid and binding obligationobligation of Roadrunner, New Pubco and Merger Sub, as applicable, enforceable against Monsoon each of Roadrunner, New Pubco and Merger Sub in accordance with its terms (terms, except insofar as such to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or similar other Laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a Proceeding at Law or in equity. The shares of New Pubco Common Stock comprising the Consideration have been duly authorized and, when issued pursuant to this Agreement, will be validly issued, fully paid and non-assessable, and no stockholder of Roadrunner or New Pubco will have any preemptive right of subscription or purchase in respect thereof (except for any such rights that have been waived by principles governing the availability of equitable remediesapplicable stockholder). Prior As of the date of this Agreement, the Board of Directors of Roadrunner has (x) (i) unanimously determined that the Transactions are fair to, and in the best interests of, Roadrunner and its stockholders, (ii) approved the Transactions, including the Stock Issuance, (iii) approved and declared advisable this Agreement and (iv) resolved to recommend the Stock Issuance to the Closingholders of shares of Roadrunner Common Stock (the “Recommendation”), Monsoon will have duly executed and delivered each other Transaction Document directed that the Stock Issuance be submitted to which it is or is contemplated to be a party, and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the availability holders of equitable remedies)shares of Roadrunner Common Stock for their approval.

Authority; Execution and Delivery; Enforceability. (a) Monsoon Parent, each Seller and each other Parent Subsidiary has all requisite power and authority to execute and deliver each Transaction Document to which it is or is contemplated to be a party, to perform and comply with its obligations thereunder and and, other than the passing of the Parent Shareholder Resolution at the Parent Shareholder Meeting, to consummate the Transactions. The execution and delivery by Monsoon Parent, each Seller and each other Parent Subsidiary of each Transaction Document to which it is or is contemplated to be a party and the consummation by Monsoon Parent, each Seller and each other Parent Subsidiary of the Transactions have been duly authorized by all necessary corporate action on the part Board of MonsoonDirectors of Parent or, to the extent necessary, the analogous governing body of each Seller or such other Parent Subsidiary, and except for such further action of the Monsoon Board required to establish the Record Date and subject to obtaining the Monsoon Shareholder Approval, no other corporate or similar proceedings on the part of Monsoon Parent, Sellers or any other Parent Subsidiary are necessary to authorize the Transaction Documents or or, other than the passing of the Parent Shareholder Resolution at the Parent Shareholder Meeting, the consummation of the Transactions. Monsoon Each of Parent and each Seller has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against Monsoon Parent and each Seller in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies). Prior to the Closing, Monsoon Parent, each Seller and each other Parent Subsidiary will have duly executed and delivered each other Transaction Document to which it is or is contemplated to be a party, and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies).

Authority; Execution and Delivery; Enforceability. (a) Monsoon Such Seller has all requisite limited partnership power and authority to execute and deliver this Agreement and each of the other Transaction Document Agreements to which it is is, or is contemplated specified to be be, a party, to perform and comply with its obligations thereunder party and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery by Monsoon such Seller of each this Agreement and the other Transaction Document Agreements to which it is is, or is contemplated specified to be a party party, and the consummation by Monsoon such Seller of the Transactions transactions contemplated hereby and thereby have been duly authorized by all necessary corporate limited partnership action on the part of Monsoonsuch Seller, and except for such further action of the Monsoon Board required to establish the Record Date and subject to obtaining the Monsoon Shareholder Approval, no other corporate proceedings limited partnership action on the part of Monsoon are such Seller is necessary to authorize the Transaction Documents execution and delivery of this Agreement or the consummation of Transaction Agreements or to consummate the TransactionsTransactions and the other transactions contemplated hereby. Monsoon Such Seller has duly executed and delivered this Agreement, and, prior to or as of the Closing, will have duly executed and delivered each other agreement and instrument contemplated hereby to which it is, or is specified to be, a party, and (assuming the due authorization, execution and delivery by the Parties other parties hereto, than such Seller) this Agreement constitutes its legalconstitutes, valid and binding obligation, enforceable against Monsoon in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies). Prior to the Closing, Monsoon will have duly executed and delivered each other Transaction Document agreement and instrument contemplated hereby to which it is is, or is contemplated specified to be a partybe, and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party will constitute after the Closing constitute, its legal, valid and binding obligation, enforceable against it in accordance with its terms (terms, except insofar as such to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or similar other Laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or by principles governing the availability of equitable remedies)in equity.

Authority; Execution and Delivery; Enforceability. (a) Monsoon Each of the Seller and PEL has all the requisite power power, authority and authority full legal right to execute and deliver each Transaction Document this Agreement and the Ancillary Agreements to which it is or is contemplated to will be a party, to perform and comply with its obligations thereunder party and to consummate the Transactionstransactions contemplated to be consummated by it pursuant to this Agreement and such Ancillary Agreements. The Each of the Seller and PEL has taken all corporate or limited liability action, as applicable, required by its organizational documents to authorize the execution and delivery by Monsoon of each Transaction Document this Agreement and the Ancillary Agreements to which it is or is contemplated to will be a party and the consummation by Monsoon of the Transactions have been duly authorized by all necessary corporate action on the part of Monsoon, and except for such further action of the Monsoon Board required to establish the Record Date and subject to obtaining the Monsoon Shareholder Approval, no other corporate proceedings on the part of Monsoon are necessary to authorize the Transaction Documents or the consummation of the Transactionstransactions contemplated to be consummated by it pursuant to this Agreement and such Ancillary Agreements. Monsoon Each of the Seller and PEL is qualified or otherwise authorized to do business under the laws of every other jurisdiction in which such qualification or authorization is necessary under applicable Law, except as would not reasonably be expected to be material to the Operating Companies taken as a whole. Each of the Seller and PEL has duly executed and delivered this Agreement, Agreement and, prior to the Closing, will have duly executed and delivered each Ancillary Agreement to which it will be a party, and (assuming the due authorization, execution and delivery by the other parties hereto, ) this Agreement constitutes its legalconstitutes, valid and binding obligation, enforceable against Monsoon in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies). Prior to the Closing, Monsoon will have duly executed and delivered each other Transaction Document Ancillary Agreement to which it is or is contemplated to will be a party, and, party will from and as of the Closing (assuming the due authorization, execution and delivery by the other parties thereto) constitute, each other Transaction Document to which it is or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar subject, as such enforceability may be limited by to enforcement, to applicable bankruptcy, insolvency, moratorium, reorganization, moratorium fraudulent conveyance or similar Laws laws affecting the enforcement of creditors’ rights generally and to general equitable principles (whether considered in a proceeding in equity or by principles governing at law) (the availability of equitable remedies“Enforceability Exceptions”).

Authority; Execution and Delivery; Enforceability. Each of Seller, Seller Guarantor and their applicable affiliates has the requisite corporate (aor similar organizational) Monsoon has all requisite power and authority to execute and deliver each Transaction Document this Agreement and the other agreements, certificates and instruments to be executed and delivered by it in connection with this Agreement (the “Ancillary Agreements”) to which it is or is contemplated to will be a party, to perform and comply with its obligations thereunder party and to consummate the Transactionstransactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements. The Each of Seller, Seller Guarantor and their applicable affiliates has taken all corporate (or similar organizational) action required by its articles of association, certificate of incorporation, bylaws or similar organizational documents, as applicable, to authorize the execution and delivery by Monsoon of each Transaction Document this Agreement and the Ancillary Agreements to which it is or is contemplated to will be a party and the consummation by Monsoon of the Transactions have been duly authorized by all necessary corporate action on the part of Monsoon, and except for such further action of the Monsoon Board required to establish the Record Date and subject to obtaining the Monsoon Shareholder Approval, no other corporate proceedings on the part of Monsoon are necessary to authorize the Transaction Documents or the consummation of the Transactionstransactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements. Monsoon Each of Seller, Seller Guarantor and their applicable affiliates has duly executed and delivered this Agreement, Agreement and, prior to Closing Date, will have duly executed and delivered each Ancillary Agreement to which it is contemplated hereby that it will be a party, and (assuming the due authorization, execution and delivery by the other parties hereto, Purchaser) this Agreement constitutes its legalconstitutes, valid and binding obligation, enforceable against Monsoon in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies). Prior to the Closing, Monsoon will have duly executed and delivered each other Transaction Document Ancillary Agreement to which it is or is contemplated to will be a party, and, party will after the Closing Date (assuming the due authorization, execution and delivery by the other parties thereto) constitute, each other Transaction Document to which it is or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar subject, as such enforceability may be limited by to enforcement, to applicable bankruptcy, insolvency, moratorium, reorganization, moratorium fraudulent conveyance or similar Laws affecting the enforcement of creditors’ rights generally and to general equitable principles (whether considered in a proceeding in equity or by principles governing at law) (the availability of equitable remedies“Enforceability Exceptions”).

Authority; Execution and Delivery; Enforceability. (a) Monsoon Seller and each member of the Seller Group has all requisite power and authority to execute and deliver each Transaction Document to which it is or is contemplated to be a party, to perform and comply with its obligations thereunder and to consummate the Transactions. The execution execution, delivery and delivery performance by Monsoon Seller and each member of the Seller Group of each Transaction Document to which it is or is contemplated to be a party and the consummation by Monsoon Seller and each other member of the Seller Group of the Transactions have been duly authorized by all necessary the Board of Directors of Seller, and no other corporate action or proceeding on the part of Monsoon, and except for such further action Seller or any other member of the Monsoon Board required to establish the Record Date and subject to obtaining the Monsoon Shareholder Approval, no other corporate proceedings on the part of Monsoon are Seller Group is necessary to authorize the Transaction Documents or the consummation of the Transactions. Monsoon Seller has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by the other parties heretoPurchaser, this Agreement constitutes its Seller’s legal, valid and binding obligation, enforceable against Monsoon Seller in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies). Prior to the Closing, Monsoon Seller and each other member of the Seller Group will have duly executed and delivered each other Transaction Document to which it is or is contemplated to be a party, and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies).

Authority; Execution and Delivery; Enforceability. (ak) Monsoon Purchaser has all requisite power and authority to execute and deliver each Transaction Document to which it is or is contemplated to be a party, to perform and comply with its obligations thereunder and to consummate the Transactions. The execution execution, delivery and delivery performance by Monsoon Purchaser of each Transaction Document to which it is or is contemplated to be a party and the consummation by Monsoon Purchaser of the Transactions have been duly authorized by all necessary requisite corporate action on the part of Monsoon, and except for such further action of the Monsoon Board required to establish the Record Date and subject to obtaining the Monsoon Shareholder Approval, no other corporate proceedings on the part of Monsoon are necessary to authorize the Transaction Documents or the consummation of the TransactionsPurchaser. Monsoon Purchaser has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against Monsoon Purchaser in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally generally, or by principles governing the availability of equitable remedies). Prior At or prior to the Closing, Monsoon Purchaser will have duly executed and delivered each other Transaction Document to which it is or is contemplated to be a party, and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally generally, or by principles governing the availability of equitable remedies).

Authority; Execution and Delivery; Enforceability. (a%3) Monsoon Seller and each member of the Seller Group has all requisite power and authority to execute and deliver each Transaction Document to which it is or is contemplated to be a party, to perform and comply with its obligations thereunder and to consummate the Transactions. The execution execution, delivery and delivery performance by Monsoon Seller and each member of the Seller Group of each Transaction Document to which it is or is contemplated to be a party and the consummation by Monsoon Seller and each other member of the Seller Group of the Transactions have been duly authorized by all necessary the Board of Directors of Seller, and no other corporate action or proceeding on the part of Monsoon, and except for such further action Seller or any other member of the Monsoon Board required to establish the Record Date and subject to obtaining the Monsoon Shareholder Approval, no other corporate proceedings on the part of Monsoon are Seller Group is necessary to authorize the Transaction Documents or the consummation of the Transactions. Monsoon Seller has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by the other parties heretoPurchaser, this Agreement constitutes its Seller’s legal, valid and binding obligation, enforceable against Monsoon Seller in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies). Prior to the Closing, Monsoon Seller and each other member of the Seller Group will have duly executed and delivered each other Transaction Document to which it is or is contemplated to be a party, and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies).

Authority; Execution and Delivery; Enforceability. (a) Monsoon has all requisite power and authority to execute and deliver each Transaction Document to which it is or is contemplated to be a party, to perform and comply with its obligations thereunder and to consummate the Transactions. The execution and delivery by Monsoon Purchaser of each Transaction Document to which it is or is contemplated to be a party this Agreement and the consummation by Monsoon Purchaser of the Transactions have been duly authorized by all necessary corporate or other organizational action and no other action or proceeding on the part of Monsoon, and except for such further action of the Monsoon Board required to establish the Record Date and subject to obtaining the Monsoon Shareholder Approval, no Purchaser or its stockholders or other corporate proceedings on the part of Monsoon are equityholders is necessary to authorize the Transaction Documents or the consummation of the Transactionsthis Agreement. Monsoon Purchaser has duly executed and delivered this Agreement, andand this Agreement, assuming the due authorization, execution and delivery by the other parties hereto, of this Agreement by Seller, constitutes its legal, valid and binding obligation, enforceable against Monsoon it in accordance with its terms (except insofar as such enforceability may be limited by applicable terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Laws relating to or similar Laws affecting creditors’ rights generally and general equitable principles (whether considered in a Proceeding in equity or by principles governing the availability of equitable remediesat Law). Prior The execution and delivery by each of Purchaser and each other Affiliate of Purchaser that will be a party to a Transaction Agreement (such Affiliates, the “Purchasing Affiliates”) of each other Transaction Agreement to which it is or will be party and the consummation by each of Purchaser and each Purchasing Affiliate of the Transactions have been, or will be at the Closing, Monsoon as applicable, duly authorized by all necessary corporate or other organizational action and no other action or proceeding on the part of Purchaser or any of the Purchasing Affiliates or any of their respective stockholders or other equityholders is necessary to authorize the Transaction Agreements or the Transactions. Each of Purchaser and each Purchasing Affiliate has, or will have at the Closing, as applicable, duly executed and delivered each other Transaction Document Agreement to which it is or is contemplated to will be a party, andand such Transaction Agreement, assuming the due authorization, execution and delivery of such Transaction Agreement by the other parties theretoSeller or a Selling Affiliate, each other Transaction Document to which it is constitutes or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by applicable terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Laws relating to or similar Laws affecting creditors’ rights generally and general equitable principles (whether considered in a Proceeding in equity or by principles governing the availability of equitable remediesat Law).

Authority; Execution and Delivery; Enforceability. (a) Monsoon Purchaser has all requisite full corporate power and authority to execute this Agreement and deliver each Transaction Document the Ancillary Agreements to which it is is, or is contemplated specified to be be, a party, to perform and comply with its obligations thereunder party and to consummate the Transactionstransactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements. The Each of Purchaser’s subsidiaries has or, prior to the Closing, will have full corporate or other power and authority to execute the Ancillary Agreements to which it is, or is specified to be, a party and to consummate the transactions contemplated to be consummated by it by such Ancillary Agreements. Purchaser has taken all corporate action required by its organizational documents to authorize the execution and delivery by Monsoon of each Transaction Document this Agreement and the Ancillary Agreements to which it is is, or is contemplated specified to be be, a party and the consummation by Monsoon of the Transactions have been duly authorized by all necessary corporate action on the part of Monsoon, and except for such further action of the Monsoon Board required to establish the Record Date and subject to obtaining the Monsoon Shareholder Approval, no other corporate proceedings on the part of Monsoon are necessary to authorize the Transaction Documents or the consummation of the Transactionstransactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements. Monsoon Each of Purchaser’s subsidiaries has or, prior to the Closing, will have taken all corporate or other action required by its organizational documents to authorize the execution and delivery of the Ancillary Agreements to which it is, or is specified to be, a party and to authorize the consummation of the transactions contemplated to be consummated by it by such Ancillary Agreements. Purchaser has duly executed and delivered this AgreementAgreement and prior to the Closing will have duly executed and delivered each Ancillary Agreement to which it is, or is specified to be, a party and, assuming due authorization, execution and delivery by the members of Seller Group party thereto, this Agreement constitutes, and each Ancillary Agreement to which it is, or is specified to be, a party will after the Closing constitute, its legal, valid and binding obligation, enforceable against it in accordance with its terms subject, as to enforcement, to applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors’ rights generally and to general equitable principles. Each of Purchaser’s subsidiaries prior to the Closing will have duly executed and delivered each Ancillary Agreement to which it is, or is specified to be, a party, if any, and, assuming due authorization, execution and delivery by the other parties heretomembers of Seller Group party thereto, this each Ancillary Agreement constitutes its legal, valid and binding obligation, enforceable against Monsoon in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies). Prior to the Closing, Monsoon will have duly executed and delivered each other Transaction Document to which it is is, or is contemplated specified to be a partybe, and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party will after the Closing constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar subject, as such enforceability may be limited by to enforcement, to applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or similar Laws laws affecting creditors’ rights generally or by principles governing the availability of and to general equitable remedies)principles.

Authority; Execution and Delivery; Enforceability. (a) Monsoon Each of the Purchaser Parties has all requisite power and authority to execute and deliver this Agreement and each Transaction Document of the Related Documents to which it such Purchaser Party is or is contemplated to be a party, to perform and comply with its obligations thereunder party and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery by Monsoon each of each Transaction Document the Purchaser Parties of this Agreement has been, and in the case of the Related Documents to which it is or is contemplated to such Purchaser Party will be a party will be when delivered, and the consummation by Monsoon of the Transactions have been transactions contemplated hereby has been, and the consummation of the transactions contemplated by the Related Documents to which such Purchaser Party will be a party will be when delivered, duly authorized by all necessary corporate requisite action on the part of Monsoonsuch Purchaser Party. This Agreement has been, and except for such further action upon its execution and delivery each of the Monsoon Board required Related Documents to establish the Record Date which such Purchaser Party will be a party will be, duly and subject to obtaining the Monsoon Shareholder Approval, no other corporate proceedings on the part of Monsoon are necessary to authorize the Transaction Documents or the consummation of the Transactions. Monsoon has duly validly executed and delivered this Agreementby such Purchaser Party. This Agreement constitutes, and, assuming due authorization, and upon its execution and delivery each of the Related Documents to which such Purchaser Party will be a party will constitute, assuming that this Agreement and each of the Related Documents to which the Seller Parties will be a party have been duly authorized, executed and delivered by the other parties heretoSeller Parties, this Agreement constitutes its legal, a valid and binding obligationobligation of such Purchaser Party, enforceable against Monsoon such Purchaser Party in accordance with its terms (except insofar as such enforceability may be limited by terms, in each case subject to applicable bankruptcy, insolvency, reorganization, moratorium or and similar Laws affecting creditors’ rights and remedies generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or by principles governing the availability of equitable remedies). Prior to the Closing, Monsoon will have duly executed and delivered each other Transaction Document to which it is or is contemplated to be a party, and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the availability of equitable remediesequity).

Authority; Execution and Delivery; Enforceability. (a) Monsoon Each Divesting Entity has all the requisite corporate or other entity power and authority to execute and deliver each Transaction Document this Agreement and the Ancillary Agreements to which it is or is contemplated to will be a party, to perform and comply with its obligations thereunder party and to consummate the TransactionsAcquisition and the other transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements. The Each Divesting Entity has taken all corporate or other entity action required by its organizational documents and applicable Law to authorize the execution and delivery of this Agreement and the consummation of the Acquisition and the other transactions contemplated to be consummated by Monsoon it by this Agreement, and, prior to the Closing, each Divesting Entity will have taken all corporate or other entity action required by its organizational documents and applicable Law to authorize the execution and delivery of each Transaction Document the Ancillary Agreements to which it is or is contemplated to will be a party and the consummation by Monsoon of the Transactions have been duly authorized Acquisition and the other transactions contemplated to be consummated by it by such Ancillary Agreements. The Acquisition will not, when consummated, constitute a sale of all necessary corporate action on the part of Monsoon, and except for such further action or substantially all of the Monsoon Board required to establish property and assets of Seller for purposes of recommendation n°2015-05 from the Record Date and subject to obtaining the Monsoon Shareholder Approval, no other corporate proceedings on the part French Autorité des marchés financiers or of Monsoon are necessary to authorize the Transaction Documents or the consummation Erytech Inc. for purposes of Section 271 of the TransactionsDelaware General Corporation Law. Monsoon Each of Seller and Erytech Inc. has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against Monsoon in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies). Prior prior to the Closing, Monsoon each Divesting Entity will have duly executed and delivered each other Transaction Document Ancillary Agreement to which it is or is contemplated to will be a party, and, and (assuming the due authorization, execution and delivery by the other parties thereto) this Agreement constitutes, and, as of the Closing, each other Transaction Document to which it is or is contemplated to be a party such Ancillary Agreement will constitute as of the Closing constitute, its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar subject, as such enforceability may be limited by to enforcement, to applicable bankruptcy, insolvency, moratorium, reorganization, moratorium fraudulent conveyance or similar Laws affecting the enforcement of creditors’ rights generally and to general equitable principles (whether considered in a proceeding in equity or by principles governing at law) (the availability of equitable remedies“Enforceability Exceptions”).

Authority; Execution and Delivery; Enforceability. (a) Monsoon Each of Parent and Merger Sub has all requisite power and authority to execute and deliver each Transaction Document to which it is or is contemplated to be a party, to perform and comply with its obligations thereunder and to consummate the Merger Transactions. The execution and delivery by Monsoon each of Parent and Xxxxxx Sub of each Transaction Document to which it is or is contemplated to be a party and the consummation by Monsoon each of Parent and Merger Sub of the Merger Transactions have been duly authorized by all necessary corporate action on the part Boards of MonsoonDirectors of Parent and Merger Sub, and except for such further action of the Monsoon Board required to establish the Record Date and subject to obtaining the Monsoon Shareholder Approval, no other corporate proceedings on the part of Monsoon Parent or Merger Sub are necessary to authorize the Transaction Documents to which it is or is contemplated to be a party or the consummation of the Merger Transactions. Monsoon Each of Parent and Merger Sub has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against Monsoon Parent and Merger Sub in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies). Prior to Upon the Closing, Monsoon will have duly executed execution and delivered delivery by each of Parent and Merger Sub of each other Transaction Document to which it is or is contemplated to be a party, party and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally generally, or by principles governing the availability of equitable remedies).

Authority; Execution and Delivery; Enforceability. (a) Monsoon Each Transferred Entity has all requisite power and authority to execute and deliver each Transaction Document to which it is or is contemplated to be a party, to perform and comply with its obligations thereunder and to consummate the Transactions. The execution and delivery by Monsoon each Transferred Entity of each Transaction Document to which it is or is contemplated to be a party and the consummation by Monsoon such Transferred Entity of the Transactions have been duly authorized by all necessary corporate action on the part Board of MonsoonDirectors of such Transferred Entity, and except for such further action of the Monsoon Board required to establish the Record Date and subject to obtaining the Monsoon Shareholder Approval, no other corporate or similar proceedings on the part of Monsoon such Transferred Entity are necessary to authorize the Transaction Documents or the consummation of the Transactions. Monsoon Each Transferred Entity has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against Monsoon such Transferred Entity in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies). Prior to the Closing, Monsoon each Transferred Entity will have duly executed and delivered each other Transaction Document to which it is or is contemplated to be a party, and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies).

Authority; Execution and Delivery; Enforceability. (a) Monsoon Subject to the board approvals described in this Section 3.02, each of such Parent Party and its Affiliates has all requisite full corporate, partnership or limited liability company power and authority to execute and deliver each the Initial Transaction Document Documents to which it is or is contemplated to will be a party, to perform and comply with its obligations thereunder party and to consummate the TransactionsTransactions to be consummated by it thereunder. The execution and delivery by Monsoon each of each such Parent Party and its Affiliates of the Initial Transaction Document Documents to which it is or is contemplated to will be a party and the consummation by Monsoon of the Transactions to be consummated by it thereunder will have been duly authorized by all necessary corporate corporate, partnership or limited liability company action on upon the part of Monsoon, and except for such further action approval of the Monsoon Transactions by the Supervisory Board, the Board required to establish the Record Date and subject to obtaining the Monsoon Shareholder Approval, no other corporate proceedings on the part of Monsoon are necessary to authorize the Transaction Documents Directors of Bayer Corp. or the consummation Lyondell Board of Directors, as applicable. When executed and delivered by it (assuming the approval of each of the Transactions. Monsoon has Supervisory Board, the Board of Directors of Bayer Corp. and the Lyondell Board of Directors), each of such Parent Party and its Affiliates will have duly executed and delivered this Agreementeach Initial Transaction Document to which it is a party, and, and each such Initial Transaction Document (assuming the due authorization, execution and delivery by the other parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against Monsoon in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies). Prior to the Closing, Monsoon will have duly executed and delivered each other Transaction Document to which it is or is contemplated to be a party, and, assuming due authorization, execution and delivery by the other parties party thereto, each other Transaction Document to which it is or is contemplated to be a party ) will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms terms, except (except insofar x) as such the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium insolvency or similar Laws laws affecting creditors’ ' rights generally or by principles governing and (y) the availability of equitable remediesremedies may be limited by equitable principles of general applicability (which principles may include implied duties of good faith and fair dealing).

Authority; Execution and Delivery; Enforceability. (a) Monsoon Coyote has all requisite limited liability company power and authority to execute and deliver this Agreement and each of the other Transaction Document Agreements to which it is is, or is contemplated specified to be be, a party, to perform and comply with its obligations thereunder party and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery by Monsoon Coyote of each this Agreement and the other Transaction Document Agreements to which it is is, or is contemplated specified to be a party party, and the consummation by Monsoon Coyote of the Transactions transactions contemplated hereby and thereby have been duly authorized by all necessary corporate limited liability company action on the part of MonsoonCoyote, and except for such further action of the Monsoon Board required to establish the Record Date and subject to obtaining the Monsoon Shareholder Approval, no other corporate proceedings limited liability company action on the part of Monsoon are Coyote is necessary to authorize the Transaction Documents execution and delivery of this Agreement or the consummation of Transaction Agreements or to consummate the TransactionsTransactions and the other transactions contemplated hereby. Monsoon Coyote has duly executed and delivered this Agreement, and, prior to or as of the Closing, will have duly executed and delivered each other agreement and instrument contemplated hereby to which it is, or is specified to be, a party, and (assuming the due authorization, execution and delivery by the Parties other parties hereto, than any Coyote Entity) this Agreement constitutes its legalconstitutes, valid and binding obligation, enforceable against Monsoon in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies). Prior to the Closing, Monsoon will have duly executed and delivered each other Transaction Document agreement and instrument contemplated hereby to which it is is, or is contemplated specified to be a partybe, and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party will constitute constitute, its legal, valid and binding obligation, enforceable against it in accordance with its terms (terms, except insofar as such to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or similar other Laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or by principles governing the availability of equitable remedies)in equity.

Authority; Execution and Delivery; Enforceability. (a) Monsoon has The Seller Entities and the Purchased Entities, as applicable, have all requisite necessary power and authority to execute this Agreement and deliver each the other Transaction Document Documents to which it is they are, or is contemplated to be a partyat the Closing will be, to perform and comply with its obligations thereunder party and to consummate the TransactionsTransaction and the other transactions contemplated hereby and thereby. The execution and delivery by Monsoon the Seller Entities and the Purchased Entities, as applicable, of each this Agreement and the other Transaction Document Documents to which it is they are, or is contemplated to be a at the Closing will be, party and the consummation by Monsoon the Seller Entities and the Purchased Entities of the Transactions Transaction and the other transactions contemplated hereby and thereby have been been, or will be at the Closing, duly authorized by all necessary corporate action on the part of Monsoon, and except for such further or other action of the Monsoon Board required to establish Seller Entities and the Record Date Purchased Entities. The Seller Entities and subject to obtaining the Monsoon Shareholder ApprovalPurchased Entities, no other corporate proceedings on as applicable, have, or will have at the part of Monsoon are necessary to authorize the Transaction Documents or the consummation of the Transactions. Monsoon has Closing, duly executed and delivered this AgreementAgreement and the other Transaction Documents to which they are, andor at the Closing will be, a party, and assuming due authorization, execution and delivery by the other parties heretoPurchaser, this Agreement constitutes its legal, and the other Transaction Documents will constitute their valid and binding obligation, enforceable against Monsoon them in accordance with its terms (except insofar as such enforceability may be limited by applicable their respective terms, subject to the effect of any Laws relating to bankruptcy, reorganization, insolvency, reorganizationmoratorium, moratorium fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally or by principles governing the availability of equitable remedies). Prior and subject, as to enforceability, to the Closing, Monsoon will have duly executed and delivered each other Transaction Document to which it is or is contemplated to be a party, and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms effect of general principles of equity (except insofar as regardless of whether such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium is considered in a Proceeding in equity or similar Laws affecting creditors’ rights generally or by principles governing at law) (the availability of equitable remedies“Enforceability Exceptions”).

Authority; Execution and Delivery; Enforceability. (a) Monsoon Seller has all requisite necessary power and authority to execute this Agreement and deliver each of the Seller Entities has and will have all necessary power and authority to execute each of the Transaction Document Documents to which it is or is contemplated to will be a party, to perform and comply with its obligations thereunder party and to consummate the TransactionsTransaction and the other transactions contemplated hereby and thereby. The execution and delivery by Monsoon Seller of this Agreement and the consummation by Seller of the Transaction and the other transactions contemplated by this Agreement have been, and the execution and delivery by each of the Seller Entities of the other Transaction Document Documents to which it is or is contemplated to be a party and the consummation by Monsoon of the Transactions have been transactions contemplated thereby will be as of the Closing, duly authorized by all necessary corporate action on the part of Monsoon, and except for such further or other action of the Monsoon Board required to establish the Record Date and subject to obtaining the Monsoon Shareholder ApprovalSeller or such Seller Entity, no other corporate proceedings on the part of Monsoon are necessary to authorize the Transaction Documents or the consummation of the Transactionsas applicable. Monsoon Seller has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by as of the other parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against Monsoon in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies). Prior to the Closing, Monsoon Closing each Seller Entity will have duly executed and delivered each other Transaction Document to which it is or is contemplated to be a party, and, and assuming due authorization, execution and delivery by the other parties theretoPurchaser, this Agreement will constitute Seller’s (and each other Transaction Document will, assuming the due authorization, execution and delivery by the counterparty thereto, constitute as of the Closing each Seller Entity’s (to which it is or is contemplated to be the extent a party will constitute its legal, to such Transaction Document) valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by applicable terms, subject to the effect of any Laws relating to bankruptcy, reorganization, insolvency, reorganizationmoratorium, moratorium fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or by principles governing at law) (collectively, the availability of equitable remedies“Enforceability Exceptions”).

Authority; Execution and Delivery; Enforceability. (ac) Monsoon Seller has all requisite the corporate power and authority to execute and deliver each Transaction Document to which it is or is contemplated to be a party, to perform and comply with its obligations thereunder and to consummate the Transactions. The execution execution, delivery and delivery performance by Monsoon Seller of each Transaction Document to which it is or is contemplated to be a party and the consummation by Monsoon Seller of the Transactions have been duly and validly authorized by all necessary requisite corporate action on the part of Monsoon, and except for such further action of the Monsoon Board required to establish the Record Date and subject to obtaining the Monsoon Shareholder Approval, no other corporate proceedings on the part of Monsoon are necessary to authorize the Transaction Documents or the consummation of the TransactionsSeller. Monsoon Seller has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against Monsoon Seller in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies). Prior At or prior to the Closing, Monsoon Seller will have duly executed and delivered each other Transaction Document to which it is or is contemplated to be a party, and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies).

Authority; Execution and Delivery; Enforceability. (a) Monsoon Each of the Seller Parties has all the requisite corporate power and authority to execute and deliver each Transaction Document this Agreement and the other agreements and instruments to be executed and delivered by it in connection with this Agreement (the “Ancillary Agreements”) to which it is or is contemplated to will be a party, to perform and comply with its obligations thereunder party and to consummate the Transactionstransactions contemplated to be consummated by it pursuant to this Agreement and such Ancillary Agreements. The Each of the Seller Parties has taken all corporate action required by its organizational documents and applicable Law to authorize the execution and delivery by Monsoon of each Transaction Document this Agreement and the Ancillary Agreements to which it is or is contemplated to will be a party and the consummation by Monsoon of the Transactions have been duly authorized by all necessary corporate action on the part of Monsoon, and except for such further action of the Monsoon Board required to establish the Record Date and subject to obtaining the Monsoon Shareholder Approval, no other corporate proceedings on the part of Monsoon are necessary to authorize the Transaction Documents or performance of its obligations under, and the consummation of the Transactionstransactions contemplated to be consummated by it pursuant to, this Agreement and such Ancillary Agreements. Monsoon Each of the Seller Parties has duly executed and delivered this Agreement, Agreement and, prior to the Closing, will have duly executed and delivered each Ancillary Agreement to which it will be a party, and (assuming the due authorization, execution and delivery by the other parties hereto, Purchaser) this Agreement constitutes its legalconstitutes, valid and binding obligation, enforceable against Monsoon in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies). Prior to the Closing, Monsoon will have duly executed and delivered each other Transaction Document Ancillary Agreement to which it is or is contemplated to will be a party, and, party will from and after the Closing (assuming the due authorization, execution and delivery by the other parties thereto) constitute, each other Transaction Document to which it is or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar subject, as such enforceability may be limited by to enforcement, to applicable bankruptcy, insolvency, moratorium, reorganization, moratorium fraudulent conveyance or similar Laws laws affecting the enforcement of creditors’ rights generally and to general equitable principles (whether considered in a proceeding in equity or by principles governing at law) (the availability of equitable remedies“Enforceability Exceptions”).