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

Authority; Execution and Delivery; Enforceability. (a) 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 its obligations thereunder and to consummate the Transactions. The execution, delivery and performance by Purchaser of each Transaction Document to which it is or is contemplated to be a party and the consummation by Purchaser of the Transactions have been duly authorized by all requisite corporate action on the part of Purchaser. 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 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). At or prior to the Closing, 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) Purchaser Each Contributed Company has all the requisite power and authority to execute and deliver each Transaction Document the Ancillary Agreements to which it is is, or is contemplated specified to be be, a party, to perform its obligations thereunder party and to consummate the Transactions. The execution, delivery and performance by Purchaser of each Transaction Document Transactions to which it is is, or is contemplated specified to be be, a party. The execution and delivery by each Contributed Company of the Ancillary Agreements to which it is, or is specified to be, a party and the consummation by Purchaser such Contributed Company of the Transactions to which it is, or is specified to be, a party have been duly authorized by all requisite corporate action on necessary corporate, limited liability company or partnership actions by such Contributed Company. Each Contributed Company at or before the part of Purchaser. Purchaser has Closing will have duly executed and delivered this Agreementeach Ancillary Agreement to which it is, andor is specified to be, a party and each Ancillary Agreement to which it is, or is specified to be, a party will after the Closing constitute, assuming due and valid authorization, execution and delivery thereof by the PEGC I OP and other parties heretothereto, this Agreement constitutes its such Contributed Company’s legal, valid and binding obligation, enforceable against Purchaser such Contributed Company 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, generally or by general equitable principles governing the availability (regardless of equitable remedies). At whether enforceability is considered in a proceeding in equity or prior to the Closing, 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 remediesat Law).

Authority; Execution and Delivery; Enforceability. (a) Purchaser The Company has all requisite necessary 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 its obligations thereunder party and to consummate the TransactionsAcquisition and the other transactions contemplated hereby and thereby. The execution, execution and delivery by the Company of this Agreement and performance by Purchaser of each Transaction Document the Ancillary Agreements to which it is is, or is contemplated specified to be be, a party and the consummation by Purchaser the Company of the Transactions Acquisition and the other transactions contemplated hereby and thereby have been duly authorized by all requisite necessary corporate action on the part of Purchaserthe Company. Purchaser The Company 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 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). At or prior to the Closing, Purchaser 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 hereof and thereof by the other parties hereto or thereto, 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 after the Closing constitute, its legal, valid and binding obligation, enforceable against it in accordance with its terms terms, subject in each case to (except insofar as such enforceability may be limited by i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or similar Laws affecting creditors’ rights generally, or by principles governing and remedies generally and (ii) the availability effect of equitable remediesprinciples (regardless of whether enforceability is considered in a proceeding in equity or at law).

Authority; Execution and Delivery; Enforceability. (a) Purchaser The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Transaction Document of the Related Documents to which it is or is contemplated to will be a party, to perform its obligations thereunder party and to consummate the Transactionstransactions contemplated hereby and thereby. The executionexecution and delivery by the Company of this Agreement has been, delivery and performance by Purchaser in the case of each Transaction Document the Related Documents to which it is or is contemplated to will be a party will be when delivered, and the consummation by Purchaser of the Transactions have been transactions contemplated hereby has been, and the consummation of the transactions contemplated by the Related Documents to which it will be a party will be when delivered, duly authorized by all requisite corporate action on the part of Purchaserthe Company. Purchaser This Agreement has been, and upon its execution and delivery each of the Related Documents to which the Company will be a party will be, duly and validly executed and delivered this Agreementby the Company. This Agreement constitutes, and, assuming due authorization, and upon its execution and delivery by each of the other parties heretoRelated Documents to which the Company will be a party will constitute, assuming that this Agreement constitutes its legaland each of the Related Documents to which Purchaser will be a party have been duly authorized, executed and delivered by Purchaser, a valid and binding obligationobligation of the Company, enforceable against Purchaser it 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 generally, 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). At or prior to the Closing, 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 remediesequity).

Authority; Execution and Delivery; Enforceability. (a) Purchaser The Company 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 Stockholder Approvals, to perform its obligations thereunder and to consummate the Transactions. The execution, delivery and performance by Purchaser of each Transaction Document Transactions to which it is is, or is contemplated will be, a party. The execution and delivery by the Company of this Agreement and each of the Ancillary Agreements to be which it is, or will be, a party and the consummation by Purchaser the Company of the Transactions to which it is, or will be, a party have been duly authorized by all requisite corporate action on necessary corporate, limited liability company, partnership or other comparable actions by the part Company, subject to receipt of Purchaserthe Company Stockholder Approvals. Purchaser 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 constitutes its legal, a valid and binding obligationobligation of the Company, enforceable against Purchaser 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, generally or by general equitable principles governing the availability (regardless of equitable remedieswhether enforceability is considered in a proceeding in equity or at law). At The Company at or prior to before the Closing, Purchaser 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 legal, valid and binding obligation, enforceable against it the Company 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, 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) Purchaser Seller has all requisite corporate power and authority to execute and deliver each Transaction Document this Agreement and the Ancillary Agreements to which it is or is contemplated to be a party, to perform its obligations thereunder consummate the Acquisition and the other transactions contemplated hereby and thereby and to consummate comply with the Transactionsprovisions hereof and thereof. The execution, execution and delivery by Seller of this Agreement and performance by Purchaser of each Transaction Document the Ancillary Agreements to which it is or is contemplated to be a party and party, the consummation by Purchaser Seller of the Transactions Acquisition and the other transactions contemplated hereby and thereby and the compliance by Seller with the provisions hereof and thereof have been duly authorized by all requisite necessary corporate action on action. The Board of Directors has declared that it is in the part commercial interests of Purchaserthe Seller to enter into the Acquisition and approved the Acquisition and the terms of, and the transactions contemplated by, this Agreement. Purchaser Seller has duly executed and delivered this AgreementAgreement and each Ancillary Agreement to which it is a party, and, assuming the due authorization, execution and delivery by the other parties heretoBuyer, this Agreement constitutes its legal, valid and binding obligation, enforceable against 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). At or prior to the Closing, Purchaser will have duly executed and delivered each other Transaction Document Ancillary Agreements to which it Seller 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 (their terms, except insofar as such to the extent that their enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws laws affecting the enforcement of creditors’ rights generally, or by principles governing the availability of generally and to general equitable remedies)principles.

Authority; Execution and Delivery; Enforceability. (a) Purchaser The Company has all requisite necessary limited liability company power and authority to execute and deliver each Transaction Document this Agreement and any Ancillary Agreement to which it is is, or is contemplated specified to be be, a party, to perform its obligations hereunder and thereunder and to consummate the TransactionsTransaction. The execution, delivery and performance by Purchaser the Company of each Transaction Document this Agreement and any Ancillary Agreement to which it is is, or is contemplated specified to be be, a party party, and the consummation by Purchaser the Company of the Transactions Transaction, have been duly authorized by all requisite corporate action on the part of Purchasernecessary limited liability company action. Purchaser This Agreement has been duly executed and delivered this Agreementby the Company, andand each Ancillary Agreement to which the Company is, assuming or is specified to be, a party will at or prior to the Effective Time be, duly executed and delivered by the Company. Assuming the due authorization, execution and delivery by the other parties heretohereto or thereto, this Agreement constitutes its constitutes, and each Ancillary Agreement to which the Company is, or is specified to be, a party will constitute, a legal, valid and binding obligation, obligation of the Company enforceable against Purchaser the Company in accordance with its terms (terms, except insofar as such enforceability enforcement thereof may be limited against the Company by applicable (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or similar Laws affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or by principles governing the availability at law) and any implied covenant of equitable remedies). At or prior to the Closing, Purchaser will have duly executed good faith 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 generallyfair dealing, or remedies in general, as from time to time in effect, or (ii) the exercise by principles governing the availability courts of equitable remedies)equity powers.

Authority; Execution and Delivery; Enforceability. (a) Purchaser Seller 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 in connection with this Agreement (the “Ancillary Agreements”) to which it is or is contemplated to be a party, to perform its obligations thereunder party and to consummate the Transactionstransactions contemplated to be consummated by it pursuant to this Agreement and such Ancillary Agreements. The execution, Seller has taken all corporate action (including any shareholder action) required by its certificate of incorporation and by-laws to authorize the execution and delivery of this Agreement and performance by Purchaser of each Transaction Document the Ancillary Agreements to which it is or is contemplated to will be a party and to authorize the consummation by Purchaser of the Transactions have been duly authorized transactions contemplated to be consummated by all requisite corporate action on the part of Purchaserit by this Agreement and such Ancillary Agreements. Purchaser 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 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). At or prior to the Closing, Purchaser will have duly executed and delivered each other Transaction Document Ancillary Agreement to which it is or is contemplated to will be a party. This Agreement constitutes, and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document Ancillary Agreement to which it is or is contemplated to will be a party will constitute after the Closing constitute, its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar terms, 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, generally and to 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) 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 its obligations thereunder and to consummate the Transactions. The execution, delivery and performance by Purchaser Seller of each Transaction Document to which it is or is contemplated to be a party this Agreement and the consummation by Purchaser the Selling Entities of the Transactions transactions contemplated hereby have been duly authorized by all requisite necessary corporate action on the part of Purchaseror other organizational action. Purchaser 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 Purchaser 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 generallygenerally and general equitable principles (whether considered in a Proceeding in equity or at Law) (the “Bankruptcy Exceptions”). The execution, delivery and performance by the Selling Entities of each other Transaction Agreement to which it is or will be party and the consummation by the Selling Entities of the Transactions have been, or by principles governing the availability of equitable remedies). At or prior to will be at the Closing, Purchaser duly authorized by all necessary corporate or other organizational action. Each Selling Entity has, or will have at the Closing, 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 bankruptcyterms, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, or by principles governing subject to the availability of equitable remedies)Bankruptcy Exceptions.

Authority; Execution and Delivery; Enforceability. (a) Purchaser has all the requisite corporate power and authority to execute this Agreement and deliver the other Transaction Documents to which it is or will be a party and to consummate the Acquisition and the other transactions contemplated to be consummated by it by this Agreement and such Transaction Documents. Purchaser has taken all corporate action required by its Constitutive Documents to authorize the execution, delivery and performance of this Agreement and the Transaction Documents to which it is or will be a party and to authorize the consummation of the Acquisition and the other transactions contemplated to be consummated by it hereunder and thereunder. Purchaser has duly executed and delivered this Agreement and as of the Closing will have duly executed and delivered each Transaction Document to which it is or is contemplated to will be a party, to perform its obligations thereunder and, assuming the proper execution and to consummate delivery of this Agreement and the Transactions. The executionTransaction Documents by Seller, delivery this Agreement constitutes, and performance by Purchaser of each Transaction Document to which it is or is contemplated to be a party and the consummation by Purchaser of the Transactions have been duly authorized by all requisite corporate action on the part of Purchaser. 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 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). At or prior to the Closing, 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 as of the Closing constitute, its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar terms, 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, generally and to general equitable principles (whether considered in a proceeding in equity or by principles governing the availability of equitable remedieslaw).

Authority; Execution and Delivery; Enforceability. (a) Purchaser Assuming that the Transactions are consummated in accordance with Section 251(h) of the DGCL, and assuming the accuracy of Parent’s representations in Section 5.8, the Company has all the requisite corporate power and authority to execute enter into and deliver each Transaction Document this Agreement and any Ancillary Agreement to which it is or is contemplated to be a party, party and to perform its obligations thereunder hereunder and to consummate the Transactions. The executionOffer, delivery the Merger and performance by Purchaser the other transactions contemplated hereby and thereby, in each case, in accordance with the terms of each Transaction Document this Agreement and the Ancillary Agreements to which it is or a party. Assuming that the Transactions are consummated in accordance with Section 251(h) of the DGCL, and assuming the accuracy of Parent’s representations in Section 5.8, the adoption, execution and delivery by the Company of this Agreement and the Ancillary Agreements to which it is contemplated to be a party and the consummation by Purchaser the Company of the Transactions have been duly authorized by all requisite necessary corporate and stockholder action on the part of Purchaserthe Company. Purchaser The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution Agreement and delivery by the other parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against 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). At or prior to the Closing, Purchaser will have duly executed and delivered each other Transaction Document Ancillary Agreements to which it is or is contemplated to be a party, and, assuming due authorization, execution and delivery by the other parties theretoParent and Merger Sub, each other Transaction Document to which it is or is contemplated to be a party will constitute this Agreement constitutes 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 other Laws of general applicability relating to or affecting creditors’ rights generallyrights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity (collectively, the “Bankruptcy and Equity Exceptions”)).

Authority; Execution and Delivery; Enforceability. (a) Purchaser Each of Holding and the Corporation has all requisite the corporate power and authority to execute and deliver each Transaction Document this Agreement and the Related Documents to which it is is, or is contemplated specified to be be, a party, to perform its obligations thereunder party and to consummate the Transactionstransactions contemplated hereby and thereby. The executionexecution and delivery by each of Holding and the Corporation of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and the execution and delivery by each of Holding and performance by Purchaser the Corporation of each Transaction Document the Related Documents to which it is is, or is contemplated specified to be be, a party and the consummation by Purchaser each of Holding and the Corporation of the Transactions have been transactions contemplated thereby will be duly and validly authorized by all requisite necessary corporate action on the part of Purchasereach of Holding and the Corporation prior to the Closing. Purchaser Each of Holding and the Corporation has duly and validly executed and delivered this Agreement, Agreement and, assuming due authorizationprior to the Closing, execution will have duly and delivery by the other parties heretovalidly executed and delivered each Related Document to which it is, or is specified to be, a party, and this Agreement constitutes its constitutes, and each Related Document to which it is, or is specified to be, a party will after the Closing constitute, a legal, valid and binding obligationobligation of Holding or the Corporation, as applicable, enforceable against Purchaser Holding or the Corporation, as applicable, in accordance with its terms (terms, except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent conveyance or other similar Laws laws affecting the enforcement of creditors’ ' rights generally, or by principles governing the availability of generally and general equitable remedies). At or prior to the Closing, 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)principles.

Authority; Execution and Delivery; Enforceability. (a) Purchaser Each of the Parent, AIFI, AMI and ADI has all requisite full power and authority to execute this Agreement and deliver each Transaction Document the documents to be executed in connection herewith to which it is is, or is contemplated specified to be be, a party, to perform its obligations thereunder party and to consummate the Transactionstransactions contemplated hereby and thereby. The executionexecution and delivery by each of the Parent, delivery AIFI, AMI and performance by Purchaser ADI of each Transaction Document this Agreement and the documents to executed in connection herewith to which it is is, or is contemplated specified to be be, a party and the consummation by Purchaser the Parent, AIFI, AMI and ADI of the Transactions transactions contemplated hereby and thereby have been duly authorized by all requisite necessary corporate action on action. Each of the part of Purchaser. Purchaser Parent, AIFI, AMI and ADI 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 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). At or prior to the Closing, Purchaser will have duly executed and delivered each other Transaction Document of the documents to be executed in connection herewith to which it is is, or is contemplated specified to be be, a party, andand this Agreement constitutes, assuming due authorization, execution and delivery by each of the other parties thereto, each other Transaction Document documents to be executed in connection herewith to which it is is, or is contemplated specified to be be, a party will constitute after the Closing 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 bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or similar Laws affecting creditors’ ' rights generally, or by principles governing the availability of equitable remedies)and to general equity principles.

Authority; Execution and Delivery; Enforceability. (a) Purchaser Seller has all requisite 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 its obligations thereunder party and to consummate the TransactionsAcquisition and the other transactions contemplated hereby and thereby. The execution, execution and delivery by Seller of this Agreement and performance by Purchaser of each Transaction Document the Ancillary Agreements to which it is is, or is contemplated specified to be be, a party and the consummation by Purchaser Seller of the Transactions Acquisition and the other transactions contemplated hereby and thereby have been duly authorized by all requisite necessary corporate action on the part of PurchaserSeller. Purchaser 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 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). At or prior to the Closing, Purchaser 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 hereof and thereof by the other parties hereto or thereto, 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 after the Closing constitute, its legal, valid and binding obligation, enforceable against it in accordance with its terms terms, subject in each case to (except insofar as such enforceability may be limited by i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or similar Laws affecting creditors’ rights generally, or by principles governing and remedies generally and (ii) the availability effect of equitable remediesprinciples (regardless of whether enforceability is considered in a proceeding in equity or at law).

Authority; Execution and Delivery; Enforceability. (a) Purchaser has all requisite full corporate power and authority to execute and deliver each Transaction Document this Agreement and the Ancillary Agreements to which it is is, or is contemplated specified to be be, a partyparty and, subject to perform its obligations thereunder and obtaining the Shareholder Approval, to consummate the TransactionsAcquisition and the other transactions contemplated hereby and thereby. The execution, Purchaser has taken all corporate action required by its Certificate of Incorporation and Bylaws to authorize the execution and delivery of this Agreement and performance by Purchaser of each Transaction Document the Ancillary Agreements to which it is is, or is contemplated specified to be be, a party and, subject to obtaining the Shareholder Approval, to authorize the consummation of the Acquisition and the consummation by Purchaser of the Transactions have been duly authorized by all requisite corporate action on the part of Purchaserother transactions contemplated hereby and thereby. Purchaser has duly executed and delivered this Agreement, and, assuming due authorization, execution Agreement and delivery by the other parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against 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). At or prior to the Closing, Purchaser 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, andand this Agreement constitutes, assuming due authorization, execution and delivery by the other parties 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 as such enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or similar Laws laws affecting creditors’ rights generally, or by principles governing the availability of generally and to general equitable remedies)principles.

Authority; Execution and Delivery; Enforceability. (a) Purchaser The Company has all requisite power and authority to execute and deliver this Agreement and each Transaction Document of the Related Documents to which it the Company is or is contemplated to be a party, to perform its obligations thereunder party and to consummate the Transactionstransactions contemplated hereby and thereby. The executionexecution and delivery by the Company of this Agreement has been, delivery and performance by Purchaser in the case of each Transaction Document the Related Documents to which it is or is contemplated to the Company will be a party will be when delivered, and the consummation by Purchaser of the Transactions have been transactions contemplated hereby has been, and the consummation of the transactions contemplated by the Related Documents to which the Company will be a party will be when delivered, duly authorized by all requisite corporate action on the part of Purchaserthe Company. Purchaser This Agreement has been, and upon its execution and delivery each of the Related Documents to which the Company will be a party will be, duly and validly executed and delivered this Agreementby the Company. This Agreement constitutes, and, assuming due authorization, and upon its execution and delivery each of the Related Documents to which the Company 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 heretoCompany, this Agreement constitutes its legal, a valid and binding obligationobligation of the Company, enforceable against Purchaser the Company 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 generally, 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). At or prior to the Closing, 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 remediesequity).

Authority; Execution and Delivery; Enforceability. (a) Purchaser Each of GrafTech, Parent and each 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 its obligations thereunder party and to consummate the Transactionstransactions contemplated hereby and thereby. The executionexecution and delivery by each of GrafTech, delivery Parent and performance by Purchaser each 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 Purchaser GrafTech, Parent and each Merger Sub of the Transactions transactions contemplated hereby and thereby have been duly authorized by all requisite corporate necessary action on the part of Purchasereach of GrafTech, Parent and each Merger Sub. Purchaser Each of GrafTech, Parent and each Merger Sub has duly executed and delivered this Agreement, andand 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 GrafTech, Parent and each Merger Sub) this Agreement constitutes its constitutes, and each other agreement and instrument contemplated hereby to which it is, or is specified to be, a party will after the Closing constitute, the legal, valid and binding obligationobligation of GrafTech, Parent and each Merger Sub, as applicable, enforceable against Purchaser each of GrafTech, Parent and each 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 generallygenerally and by general principles of equity, or by principles governing the availability regardless of equitable remedies). At or prior to the Closing, 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 whether such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium is considered in a proceeding at Law or similar Laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies)in equity.

Authority; Execution and Delivery; Enforceability. (a) Purchaser Each of GrafTech, Parent 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 its obligations thereunder party and to consummate the Transactionstransactions contemplated hereby and thereby. The executionexecution and delivery by each of GrafTech, delivery Parent and performance by Purchaser 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 Purchaser GrafTech, Parent and Merger Sub of the Transactions transactions contemplated hereby and thereby have been duly authorized by all requisite corporate necessary action on the part of Purchasereach of GrafTech, Parent and Merger Sub. Purchaser Each of GrafTech, Parent and Merger Sub has duly executed and delivered this Agreement, andand 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 GrafTech, Parent and Merger Sub) this Agreement constitutes its constitutes, and each other agreement and instrument contemplated hereby to which it is, or is specified to be, a party will after the Closing constitute, the legal, valid and binding obligationobligation of GrafTech, Parent and Merger Sub, as applicable, enforceable against Purchaser each of GrafTech, Parent 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 generallygenerally and by general principles of equity, or by principles governing the availability regardless of equitable remedies). At or prior to the Closing, 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 whether such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium is considered in a proceeding at Law or similar Laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies)in equity.

Authority; Execution and Delivery; Enforceability. (a) The Purchaser has all requisite corporate power and authority to execute and deliver this Agreement and each Transaction Document of the Related Documents to which it is or is will be a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Purchaser of this Agreement has been and, in the case of the Related Documents to which it will be a party, to perform its obligations thereunder will be when delivered, and to consummate the Transactions. The execution, delivery consummation of the transactions contemplated hereby has been and performance the consummation of the transactions contemplated by Purchaser of each Transaction Document the Related Documents to which it is or is contemplated to will be a party and the consummation by Purchaser of the Transactions have been will be when delivered, duly authorized by all requisite corporate action on the part of the Purchaser. This Agreement has been, and upon its execution and delivery each of the Related Documents to which the Purchaser has will be a party will be, duly and validly executed and delivered this Agreementby the Purchaser. This Agreement constitutes, and, assuming due authorization, and upon its execution and delivery by each of the other parties heretoRelated Documents to which the Purchaser will be a party will constitute, assuming that this Agreement constitutes its legaland each of the Related Documents to which the Company, the Sellers and/or the DINZE Member will be a party have been duly authorized, executed and delivered by such parties, as applicable, a valid and binding obligationobligation of the Purchaser, enforceable against Purchaser it 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 generally, 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). At or prior to the Closing, 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 remediesequity).

Authority; Execution and Delivery; Enforceability. (a) Purchaser Such Buyer Party has all requisite necessary corporate or similar power and authority to execute and deliver each this Agreement, and such Buyer Party has all necessary corporate or similar power and authority to execute and deliver any other Transaction Document to which it is is, or is contemplated specified to be be, a party, and to perform its obligations hereunder and thereunder and to consummate the TransactionsTransactions to be consummated by it. The execution, delivery and performance by Purchaser such Buyer Party of each this Agreement, and the execution, delivery and performance by such Buyer Party of any other Transaction Document to which it is is, or is contemplated specified to be be, a party party, and the consummation by Purchaser of the Transactions to be consummated by it, have been duly authorized by all requisite necessary corporate action on the part of Purchaser. 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 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 generallyaction by such Buyer Party. This Agreement has been, and each other Transaction Document to which such Buyer Party is, or by principles governing the availability of equitable remedies). At is specified to be, a party will, at or prior to the Closing, Purchaser will have be, duly executed and delivered each other Transaction Document to which it is or is contemplated to be a party, and, assuming by such Buyer Party. Assuming the due authorization, execution and delivery by the other parties thereto, this Agreement constitutes, and each other Transaction Document to which it is such Buyer Party is, or is contemplated specified to be be, a party will constitute its constitute, a legal, valid and binding obligation, obligation of such Buyer Party enforceable against it such Buyer Party in accordance with its terms (terms, except insofar as such enforceability enforcement thereof 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)Enforceability Exceptions.

Authority; Execution and Delivery; Enforceability. (a) 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 its obligations thereunder party and to consummate the TransactionsAcquisition and the other transactions contemplated hereby and thereby. The execution, execution and delivery and performance by 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 Purchaser of the Transactions Acquisition and the other transactions contemplated hereby and thereby have been duly authorized by all requisite necessary corporate action on the part of Purchaser, and no other corporate proceedings on the part of Purchaser are necessary to authorize this Agreement and the Ancillary Agreements or the consummation of the Acquisition and the other transactions contemplated hereby or thereby. Purchaser has duly executed and delivered this Agreement, and, assuming due authorization, execution Agreement and delivery by the other parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against 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). At or prior to the Closing, Purchaser 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 the due authorization, execution and delivery of this Agreement and each Ancillary Agreement by the other parties hereto and thereto, 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 after the Closing 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 bankruptcy, insolvency, reorganization, moratorium insolvency or similar Laws affecting laws relating to creditors’ rights generally, or by generally and to general principles governing the availability of equitable remedies)equity.

Authority; Execution and Delivery; Enforceability. (a) Purchaser has all requisite power and authority to execute and deliver this Agreement and each of the other Transaction Document Documents to which it is or is contemplated to be a party, to perform its obligations thereunder hereunder and thereunder, and to consummate the Transactionstransactions contemplated hereby and thereby. The execution, Purchaser has duly and validly authorized by all corporate action on its part the execution and delivery of this Agreement and performance by Purchaser of each any other Transaction Document to which it is or is contemplated to be a party party, the performance of its obligations hereunder and thereunder, and the consummation by Purchaser of the Transactions have been duly authorized by all requisite corporate action on the part of Purchasertransactions contemplated hereby and thereby. Purchaser has duly and validly executed and delivered this Agreement, Agreement and, assuming immediately prior to the Closing, Purchaser shall have duly and validly executed and delivered any other Transaction Documents to which it is a party. Assuming due authorization, execution execution, and delivery of this Agreement and each other Transaction Document by the other parties heretoeach party hereto and thereto, this Agreement constitutes its legaland, when executed and delivered, each other Transaction Document will constitute a valid and binding obligationobligation of Purchaser to the extent party thereto, enforceable against Purchaser to the extent party thereto in accordance with its terms (their respective terms, except insofar as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws laws now or hereinafter in effect affecting creditors’ rights generally, or by and (b) general principles governing the availability of equitable remedies). At or prior to the Closing, Purchaser will have duly executed equity (both in law 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) Purchaser The Company has all requisite limited liability company power and authority to execute and deliver this Agreement and each Transaction Document Related Agreement to which it is is, or is contemplated specified to be be, a party, to perform its obligations thereunder hereunder and thereunder, and to consummate the Transactions. The executionexecution and delivery by the Company of this Agreement and each Related Agreement to which the Company is, delivery and or is specified to be, a party, the performance by Purchaser the Company of each Transaction Document to which it is or is contemplated to be a party its obligations hereunder and thereunder, and the consummation by Purchaser the Company of the Transactions have been duly authorized by all requisite corporate necessary limited liability company action on by the part of PurchaserCompany. Purchaser The Company has duly executed and delivered this AgreementAgreement and at or before the Effective Time will have duly executed and delivered each Related Agreement to which it is, andor is specified to be, a party, and this Agreement (assuming due authorizationexecution, execution authorization and delivery by the other parties hereto) constitutes, this and each Related Agreement constitutes its legal, valid and binding obligation, enforceable against 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 generallyto which the Company is, or by principles governing the availability of equitable remedies). At or prior is specified to the Closingbe, Purchaser a party will have duly executed and delivered each other Transaction Document to which it is or is contemplated to be a party, and, (assuming due authorizationexecution, execution authorization and delivery by the other parties thereto) on and after the Effective Time 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 (terms, except insofar as such to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, reorganization and moratorium or similar Laws laws and other laws of general application affecting the enforcement of creditors’ rights generally, generally or by principles governing any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the availability fact that equitable remedies or relief (including the remedy of equitable remedies)specific performance) are subject to the discretion of the court from which such relief may be sought.

Authority; Execution and Delivery; Enforceability. (a) Such Purchaser Party has all requisite full 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 its obligations thereunder party and to consummate the TransactionsAcquisition and the other transactions contemplated hereby and thereby. The execution, execution and delivery by such Purchaser Party of this Agreement and performance by Purchaser of each Transaction Document the Ancillary Agreements to which it is is, or is contemplated specified to be be, a party and the consummation by such Purchaser Party of the Transactions Acquisition and the other transactions contemplated hereby and thereby have been duly authorized by all requisite necessary corporate action on the part of Purchaseraction. Such Purchaser Party has duly executed and delivered this Agreement, and, assuming due authorization, execution Agreement and delivery by the other parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against 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). At or prior to the Closing, Purchaser will Closing shall 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, andand this Agreement constitutes, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document Ancillary Agreement to which it is is, or is contemplated specified to be be, a party will constitute shall after the Closing 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 bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance and other Applicable Laws relating to or similar Laws affecting creditors’ rights generally, or by principles governing the availability of generally and to general equitable remedies)principles.

Authority; Execution and Delivery; Enforceability. (a) Purchaser Shareholder has all requisite power and authority to execute and deliver this Agreement and each Transaction Document of the Related Documents to which it Shareholder is or is contemplated to be a party, to perform its obligations thereunder party and to consummate the Transactionstransactions contemplated hereby and thereby. The executionexecution and delivery by Shareholder of this Agreement has been, delivery and performance by Purchaser in the case of each Transaction Document the Related Documents to which it is or is contemplated to Shareholder will be a party will be when delivered, and the consummation by Purchaser of the Transactions have been transactions contemplated hereby has been, and the consummation of the transactions contemplated by the Related Documents to which Shareholder will be a party will be when delivered, duly authorized by all requisite corporate action on the part of PurchaserShareholder. Purchaser This Agreement has been, and upon its execution and delivery each of the Related Documents to which Shareholder will be a party will be, duly and validly executed and delivered this Agreementby Shareholder. This Agreement constitutes, and, assuming due authorization, and upon its execution and delivery each of the Related Documents to which Shareholder will be a party will constitute, assuming that this Agreement and each of the Related Documents to which the Parent or Merger Sub, as applicable will be a party have been duly authorized, executed and delivered by the other parties heretoParent and/or Merger Sub, this Agreement constitutes its legalas applicable, a valid and binding obligationobligation of Shareholder, enforceable against Purchaser Shareholder 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 generally, 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). At or prior to the Closing, 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 remediesequity).

Authority; Execution and Delivery; Enforceability. (a) Purchaser 5.2.1 Each of Parent and Merger Sub has all the requisite power and authority to execute execute, deliver and deliver perform this Agreement and each Transaction Document Ancillary Agreement to which it is is, or is contemplated specified to be be, a party, to perform its obligations thereunder and to consummate the Transactions. The execution, delivery and performance by Purchaser each of Parent and Merger Sub of this Agreement and each Transaction Document Ancillary Agreement to which it is is, or is contemplated specified to be be, a party party, and the consummation by Purchaser it of the Transactions have been duly authorized by all requisite necessary corporate action on the part of PurchaserParent and Merger Sub. Purchaser Each of Parent and Merger Sub has duly executed and delivered this Agreement, and, assuming due authorization, execution Agreement and delivery by at or before the other parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against 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). At or prior to the Closing, Purchaser 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 thereto, 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 after such execution and delivery constitute, its legal, valid and binding obligation, enforceable against it in accordance with its terms (terms, in each case except insofar as such enforceability (i) may be limited by subject to the effect of any applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, generally and (ii) is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or by principles governing the availability of equitable remediesat law).

Authority; Execution and Delivery; Enforceability. (a) Purchaser Such Selling Member has all the requisite corporate, limited liability company, partnership or equivalent power and authority to execute this Agreement and deliver each Transaction Document the Related Documents to which it is or is contemplated to be a party, to perform its obligations thereunder party and to consummate the Transactionstransactions contemplated hereby and thereby. The executionexecution and delivery by such Selling Member of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate, limited liability company, partnership or equivalent action on the part of such Selling Member, and the execution and delivery and performance by Purchaser such Selling Member of each Transaction Document the Related Documents to which it is or is contemplated to be a party and the consummation by Purchaser such Selling Member of the Transactions have been transactions contemplated thereby will be duly authorized by all requisite corporate necessary corporate, limited liability company, partnership or equivalent action on the part of Purchasersuch Selling Member prior to the Closing. Purchaser Such Selling Member has duly executed and delivered this Agreement, Agreement and, assuming due authorizationprior to the Closing, execution will have duly executed and delivery by the other parties heretodeliveredeach Related Document to which it is a party, and this Agreement constitutes its constitutes, and each Related Document to which it is a party will at the Closing constitute, a legal, valid and binding obligation, obligation of such Selling Member enforceable against Purchaser such Selling Member in accordance with its terms (terms, except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium fraudulent conveyance or other similar Laws laws affecting creditors’ rights generally, or by principles governing the availability enforcement of creditors’rights generally and general equitable remedies). At or prior to the Closing, 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)principles.

Authority; Execution and Delivery; Enforceability. (a) Purchaser has all requisite full corporate power and authority to execute and deliver each Transaction Document this Agreement and the Ancillary Agreements to which it is is, or is contemplated specified to be be, a partyparty and, subject to perform its obligations thereunder and obtaining the Shareholder Approval, to consummate the TransactionsAcquisition and the other transactions contemplated hereby and thereby. The execution, Purchaser has taken all corporate action required by its Certificate of Incorporation and Bylaws to authorize the execution and delivery of this Agreement and performance by Purchaser of each Transaction Document the Ancillary Agreements to which it is is, or is contemplated specified to be be, a party and, subject to obtaining the Shareholder Approval, to authorize the consummation of the Acquisition and the consummation by Purchaser of the Transactions have been duly authorized by all requisite corporate action on the part of Purchaserother transactions contemplated hereby and thereby. Purchaser has duly executed and delivered this Agreement, and, assuming due authorization, execution Agreement and delivery by the other parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against 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). At or prior to the Closing, Purchaser 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, andand this Agreement constitutes, assuming due authorization, execution and delivery by the other parties 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 as such enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or similar Laws laws affecting creditors’ ' rights generally, or by principles governing the availability of generally and to general equitable remedies)principles.

Authority; Execution and Delivery; Enforceability. (a) Purchaser The Company has all requisite corporate power and authority to execute and deliver each the Transaction Document Agreements to which it is or is contemplated a party and, subject to be a partyreceipt of the Company Stockholder Approval and assuming the accuracy of the representations set forth in Section 4.09, to perform its obligations thereunder and to consummate the Transactions. The Assuming the accuracy of the representations set forth in Section 4.09, the execution, delivery and performance by Purchaser the Company of each Transaction Document Agreement to which it is or is contemplated to be a party and the consummation by Purchaser the Company of the Transactions have been duly authorized by all requisite necessary corporate action on the part of Purchaserthe Company and no other corporate proceedings on the part of the Company are necessary to approve this Agreement and to consummate the Transactions, subject, in the case of the Merger to receipt of the Company Stockholder Approval. Purchaser The Company has duly executed and delivered this Agreementeach Transaction Agreement to which it is a party, and, assuming the due authorization, execution and delivery by the other parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against Purchaser in accordance with its terms (except insofar as of such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, or by principles governing the availability Transaction Agreements on behalf of equitable remedies). At or prior to the Closing, 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 Agreement to which it is or is contemplated to be a party will constitute constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as terms, subject to such enforceability may be potentially being limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws other laws affecting the enforcement of creditors’ rights generally, generally and (ii) general equitable principles (whether considered in a proceeding in equity or by principles governing at law) (the availability of equitable remedies“Bankruptcy and Equity Exception”).

Authority; Execution and Delivery; Enforceability. (a) Purchaser The Company has all the requisite limited liability company power and authority to execute this Agreement and deliver each Transaction Document Ancillary Agreement to which it is is, or is contemplated specified to be be, a party, to perform its obligations thereunder party and to consummate the Transactionstransactions contemplated hereby and thereby. The executionexecution and delivery by the Company of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary limited liability company action, and the execution and delivery and performance by Purchaser the Company of each Transaction Document Ancillary Agreement to which it is is, or is contemplated specified to be be, a party and the consummation by Purchaser the Company of the Transactions have been transactions contemplated thereby will be duly authorized by all requisite corporate necessary action on the part of Purchaserthe Company prior to the Closing. Purchaser The Company has duly executed and delivered this Agreement, Agreement and, assuming due authorizationprior to the Closing, execution will have duly executed and delivery by the other parties heretodelivered each Ancillary Agreement to which it is, or is specified to be, a party, and this Agreement constitutes its constitutes, and each Ancillary Agreement to which it is, or is specified to be, a party will after the Closing constitute, a legal, valid and binding obligation, obligation of the Company enforceable against Purchaser the Company in accordance with its terms (terms, except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or other similar Laws laws affecting the enforcement of creditors’ rights generally, or by principles governing the availability of generally and general equitable remedies). At or prior to the Closing, 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)principles.

Authority; Execution and Delivery; Enforceability. (a) Purchaser Each Seller and the Company has all requisite full corporate power and authority to execute and deliver each Transaction Document this Agreement and the other agreements and instruments set forth in Schedule 2.03 that are to be executed and delivered in connection with this Agreement (as set out on such Schedule, the “ANCILLARY AGREEMENTS”) to which it is is, or is contemplated specified to be be, a party, to perform its obligations thereunder party and to consummate the TransactionsAcquisition and the other transactions contemplated by this Agreement and the Ancillary Agreements. The execution, Each Seller and the Company has taken all corporate action required to authorize the execution and delivery of this Agreement and performance by Purchaser of each Transaction Document the Ancillary Agreements to which it is is, or is contemplated specified to be be, a party and to authorize the consummation by Purchaser of the Transactions have been duly authorized Acquisition and the other transactions contemplated by all requisite corporate action on this Agreement and the part of PurchaserAncillary Agreements. Purchaser Each Seller and the Company has duly executed and delivered this Agreement, and, assuming due authorization, execution Agreement and delivery by the other parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against 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). At or prior to the Closing, Purchaser 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, andand this Agreement constitutes, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document Ancillary Agreement to which it is is, or is contemplated specified to be be, a party will constitute after the Closing constitute, its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or similar Laws laws affecting creditors’ rights generally, or by principles governing the availability of generally and to general equitable remedies)principles.

Authority; Execution and Delivery; Enforceability. (a) Purchaser Such Stockholder has all requisite full power and authority (and in the case of a natural person, legal capacity) to execute this Agreement (including by joinder) and deliver each Transaction Document the other agreements and instruments executed and delivered in connection with this Agreement (the “Ancillary Agreements”) to which it is is, or is contemplated specified to be be, a party, to perform its obligations thereunder party and to consummate the Transactionstransactions contemplated hereby and thereby. The executionIf such Stockholder is not a natural person, the execution and delivery by such Stockholder of this Agreement and performance by Purchaser of each Transaction Document the Ancillary Agreements to which it is is, or is contemplated specified to be be, a party and the consummation by Purchaser such Stockholder of the Transactions transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Purchasernecessary entity action. Purchaser Such Stockholder has duly executed and delivered this Agreement, and, assuming due authorization, execution Agreement and delivery by the other parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against 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). At or prior to the Closing, Purchaser 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, andand this Agreement constitutes, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document Ancillary Agreement to which it is is, or is contemplated specified to be be, a party will constitute after the Closing constitute, its legal, valid and binding obligation, enforceable against it in accordance with its terms terms, subject to the effect, if any, of (except insofar as such enforceability may be limited by applicable i) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar Laws laws relating to or affecting creditors’ the rights generallyor remedies of creditors or (ii) general principles of equity, whether considered in a proceeding in equity or by principles governing at law (including the availability possible unavailability of equitable remediesspecific performance or injunctive relief).

Authority; Execution and Delivery; Enforceability. (a) Purchaser References to the Company in this Section 3.03 shall not include the Subsidiary. The Company has all requisite full 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 its obligations thereunder and to consummate the TransactionsMerger and the other transactions contemplated hereby and thereby. The execution, execution and delivery by the Company of this Agreement and performance by Purchaser of each Transaction Document the Ancillary Agreements to which it is is, or is contemplated specified to be be, a party and the consummation by Purchaser the Company of the Transactions Merger and the other transactions contemplated hereby and thereby have been duly authorized by all requisite necessary corporate action on the part of Purchaseraction. Purchaser The Company has duly executed and delivered this Agreement, and, assuming due authorization, execution Agreement and delivery by the other parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against 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). At or prior to the Closing, Purchaser 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, andand this Agreement constitutes, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document Ancillary Agreement to which it is is, or is contemplated specified to be be, a party will constitute after the Closing constitute, its legal, valid and binding obligation, enforceable against it in accordance with its terms terms, subject to the effect, if any, of (except insofar as such enforceability may be limited by applicable i) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar Laws laws relating to or affecting creditors’ the rights generally, or by principles governing the availability remedies of equitable remedies).creditors or