Common use of Authority of Buyer Clause in Contracts

Authority of Buyer. (a) Buyer has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which Buyer is a party, and subject to Requisite Buyer Stockholder Approval, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Agreement to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by Sellers) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at law or in equity). When each Ancillary Agreement to which Buyer is a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement constitutes a legal and binding obligation of Buyer enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at law or in equity).

Authority of Buyer. (a) Buyer has all necessary corporate limited liability company power and authority to enter into this Agreement and the Ancillary Agreements other Transaction Documents to which Buyer is a party, and subject to Requisite Buyer Stockholder Approval, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Agreement other Transaction Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate limited liability company action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by SellersSeller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at law or in equity). When each Ancillary Agreement to which Buyer is a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement constitutes a legal and binding obligation of Buyer enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganizationfraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding proceeding at law or in equity). At the Closing, each other Transaction Document shall have been duly executed and delivered by Buyer and (assuming due authorization, execution and delivery by Seller and/or its Subsidiaries, as applicable,) each such Transaction Document shall constitute a legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authority of Buyer. (a) Buyer has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements other Transaction Documents to which Buyer is a party, and subject to Requisite Buyer Stockholder Approval, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery by Buyer of this Agreement and any Ancillary Agreement other Transaction Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by SellersSeller) this Agreement constitutes a legal, valid and binding obligation of Buyer Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding proceeding at law or in equity). When each Ancillary Agreement other Transaction Document to which Buyer is or will be a party has been duly executed and delivered by Buyer Seller (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement constitutes Transaction Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding proceeding at law or in equity).

Authority of Buyer. (a) Buyer has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements other Transaction Documents to which Buyer is a party, and subject to Requisite Buyer Stockholder Approval, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Agreement other Transaction Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by SellersSeller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium fraudulent conveyance or transfer or similar Laws affecting the enforcement of creditors’ rights generally and by or general principles of equity (regardless of whether enforcement is sought considered in a Proceeding proceeding at law or in equity). When each Ancillary Agreement other Transaction Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement constitutes Transaction Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium fraudulent conveyance or transfer or similar Laws affecting the enforcement of creditors’ rights generally and by or general principles of equity (regardless of whether enforcement is sought considered in a Proceeding proceeding at law or in equity).

Authority of Buyer. (a) Buyer has all necessary corporate full limited liability company power and authority to enter into this Agreement and the Ancillary Agreements to which Buyer is a party, and subject to Requisite Buyer Stockholder Approval, Documents to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Agreement to which Buyer is a partyDocument, the performance by Buyer of its respective obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by SellersSeller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or and similar Laws laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at law or in equity)remedies generally. When each Ancillary Agreement Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement constitutes Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or and similar Laws laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at law or in equity)remedies generally.

Authority of Buyer. (a) Buyer has all necessary full corporate power and authority to enter into this Agreement and the Ancillary Agreements other Transaction Documents to which Buyer is a party, and subject to Requisite Buyer Stockholder Approval, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Agreement other Transaction Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by SellersSeller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, terms except as such enforceability enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement such enforceability is sought considered in a Proceeding proceeding at law or in equity)) and the effect of applicable bankruptcy, insolvency, moratorium and other similar Laws of general application relating to or affecting creditors’ rights generally, including the effect of statutory or other Laws regarding fraudulent conveyances and preferential transfers. When each Ancillary Agreement other Transaction Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement constitutes Transaction Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms, terms except as such enforceability enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement such enforceability is sought considered in a Proceeding proceeding at law or in equity)) and the effect of applicable bankruptcy, insolvency, moratorium and other similar Laws of general application relating to or affecting creditors’ rights generally, including the effect of statutory or other Laws regarding fraudulent conveyances and preferential transfers.

Authority of Buyer. (a) Each of Buyer and Merger Sub has all necessary corporate full power and authority to enter into this Agreement and the Ancillary Agreements Transaction Documents to which Buyer and Merger Sub is a party, and subject to Requisite Buyer Stockholder Approval, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer and Merger Sub of this Agreement and any Ancillary Agreement Transaction Document to which Buyer and Merger Sub is a party, the performance by Buyer and Merger Sub of its their respective obligations hereunder and thereunder and the consummation by Buyer and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of BuyerBuyer and Merger Sub. This Agreement has been duly executed and delivered by BuyerBuyer and Merger Sub, and (assuming due authorization, execution and delivery by Sellersthe Owners and the Company) this Agreement constitutes a legal, valid and binding obligation of Buyer and Merger Sub enforceable against Buyer and Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at law or in equity)the Enforceability Exceptions. When each Ancillary Agreement Transaction Document to which Buyer and Merger Sub is or will be a party has been duly executed and delivered by Buyer and Merger Sub (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement constitutes Transaction Document will constitute a legal and binding obligation of Buyer and Merger Sub enforceable against it in accordance with its terms, terms except as such enforceability may be is limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at law or in equity)the Enforceability Exceptions.

Authority of Buyer. (a) Buyer has all necessary corporate organizational power and authority to enter into this Agreement and the Ancillary Agreements other Transaction Documents to which Buyer Bxxxx is a party, and subject to Requisite Buyer Stockholder Approval, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer Bxxxx of this Agreement and any Ancillary Agreement other Transaction Document to which Buyer Bxxxx is a party, the performance by Buyer Bxxxx of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action organizational power on the part of Buyer. This Agreement has been duly executed and delivered by BuyerBxxxx, and (assuming due authorization, execution and delivery by SellersSeller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its termstenns, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding proceeding at law or in equity). When each Ancillary Agreement other Transaction Document to which Buyer is or will be a party has been duly executed and delivered by Buyer Bxxxx (assuming due authorization, execution and delivery by Seller and each other party thereto), such Ancillary Agreement constitutes Transaction Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding proceeding at law or in equity).

Authority of Buyer. (a) Buyer has all necessary the corporate power and authority to enter into this Agreement and the Ancillary Agreements other Transaction Documents to which Buyer is a party, and subject to Requisite Buyer Stockholder Approval, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Agreement other Transaction Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by SellersSeller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as such to the extent that enforceability thereof may be limited by general equitable principles or the operation of bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at law or in equity)Laws. When each Ancillary Agreement other Transaction Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement constitutes Transaction Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms, except as such to the extent that enforceability thereof may be limited by general equitable principles or the operation of bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at law or in equity)Laws.

Authority of Buyer. (a) Buyer has all necessary full corporate power and authority to enter into this Agreement and the Ancillary Agreements Documents to which Buyer is a party, and subject to Requisite Buyer Stockholder Approval, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Agreement Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by SellersSeller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar and other Laws affecting creditors’ rights generally and by remedies generally, and subject, as to enforceability, to general principles of equity equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a Proceeding proceeding at law or in equity). When each Ancillary Agreement Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement constitutes Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms, except as such enforceability may be limited by terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar and other Laws affecting creditors’ rights generally and by remedies generally, and subject, as to enforceability, to general principles of equity equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a Proceeding proceeding at law or in equity).

Authority of Buyer. (a) Buyer has all necessary full corporate power and authority to enter into this Agreement and the Ancillary Agreements other Transaction Documents to which Buyer is a party, and subject to Requisite Buyer Stockholder Approval, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Agreement other Transaction Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by Sellerseach Seller Party) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as that such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or receivership, moratorium, and other similar Laws laws affecting creditors’ the rights and remedies of creditors generally and by general principles of equity (regardless including the availability of whether enforcement is sought in a Proceeding at law specific performance or in equityinjunctive relief and the application of concepts of materiality, reasonableness, good faith and fair dealing). When each Ancillary Agreement other Transaction Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement constitutes Transaction Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms, except as that such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or receivership, moratorium, and other similar Laws laws affecting creditors’ the rights and remedies of creditors generally and by general principles of equity (regardless including the availability of whether enforcement is sought in a Proceeding at law specific performance or in equityinjunctive relief and the application of concepts of materiality, reasonableness, good faith and fair dealing).

Authority of Buyer. (a) Buyer Subject to meeting the Stock Condition, each of Buyers has all necessary full corporate power and authority to enter into this Agreement and the Ancillary Agreements other Transaction Documents to which Buyer it is a party, and subject to Requisite Buyer Stockholder Approval, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer Buyers of this Agreement and any Ancillary Agreement other Transaction Document to which Buyer either or both Buyers is a party, the performance by Buyer Buyers of its their obligations hereunder and thereunder and the consummation by Buyer Buyers of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of BuyerBuyers, with the exception of the Stock Condition. This Agreement has been duly executed and delivered by BuyerBuyers, and (assuming due authorization, execution and delivery by SellersSeller) this Agreement constitutes a legal, valid and binding obligation of Buyer Buyers enforceable against Buyer Buyers in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general applicability relating to or similar Laws affecting creditors’ rights generally and by to general principles of equity (regardless of whether enforcement is sought in a Proceeding at law or in equity)principles. When each Ancillary Agreement other Transaction Document to which a Buyer is or will be a party has been duly executed and delivered by Buyer Buyer(s) (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement constitutes Transaction Document will constitute a legal and binding obligation of Buyer the Buyer(s) party thereto, enforceable against it in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general applicability relating to or similar Laws affecting creditors’ rights generally and by to general principles of equity (regardless of whether enforcement is sought in a Proceeding at law or in equity)principles.

Authority of Buyer. (a) Subject to the satisfaction of the conditions contained in Article VII, Buyer has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements other Transaction Documents to which Buyer is a party, and subject to Requisite Buyer Stockholder Approval, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Agreement other Transaction Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by SellersSeller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ ' rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding proceeding at law or in equity). When each Ancillary Agreement other Transaction Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement constitutes Transaction Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ ' rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding proceeding at law or in equity).

Authority of Buyer. (a) Buyer has all necessary corporate limited liability company or corporate, as applicable, power and authority to enter into this Agreement and the Ancillary Agreements other Transaction Documents to which Buyer is a party, and subject to Requisite Buyer Stockholder Approval, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Agreement other Transaction Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by Sellers) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding proceeding at law or in equity). When each Ancillary Agreement other Transaction Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement constitutes Transaction Document will constitute a - 39- NYC#: 148660.21 legal and binding obligation of Buyer enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding proceeding at law or in equity).

Authority of Buyer. (a) Buyer has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements other Transaction Documents to which Buyer Xxxxx is a party, and subject to Requisite Buyer Stockholder Approval, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery by Buyer Xxxxx of this Agreement and any Ancillary Agreement other Transaction Document to which Buyer Xxxxx is a party, the performance by Buyer Xxxxx of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby Transactions have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by BuyerXxxxx, and (assuming due authorization, execution and delivery by SellersSeller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding proceeding at law or in equity). When each Ancillary Agreement other Transaction Document to which Buyer is or will be a party has been duly executed and delivered by Buyer Xxxxx (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement constitutes Transaction Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding proceeding at law or in equity).

Authority of Buyer. (a) Buyer has all necessary full corporate power and authority to enter into this Agreement and the Ancillary Agreements Documents to which Buyer is a party, and subject to Requisite Buyer Stockholder Approval, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Agreement Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by Sellers) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as such enforceability may be (i) limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws fraudulent transfer and other laws affecting creditors’ rights generally generally, and by general principles (ii) subject to the rules of equity (regardless of whether enforcement is sought in a Proceeding at law governing specific performance, injunctive relief, or in equity)other equitable remedies. When each Ancillary Agreement Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement constitutes Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms, except as such enforceability may be (i) limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws fraudulent transfer and other laws affecting creditors’ rights generally generally, and by general principles (ii) subject to the rules of equity (regardless of whether enforcement is sought in a Proceeding at law governing specific performance, injunctive relief, or in equity)other equitable remedies.

Authority of Buyer. (a) Each of Buyer and Guarantor has all necessary full corporate power and authority to enter into this Agreement and the Ancillary Agreements other Transaction Documents to which Buyer is a and Guarantor respectively are party, and subject to Requisite Buyer Stockholder Approval, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer and Guarantor of this Agreement and any Ancillary Agreement other Transaction Document to which Buyer is a and Guarantor respectively are party, the performance by Buyer and Guarantor of its respective obligations hereunder and thereunder and the consummation by Buyer and Guarantor of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of BuyerBuyer and Guarantor respectively. This Agreement has been duly executed and delivered by BuyerBuyer and Guarantor, and (assuming due authorization, execution and delivery by SellersSeller) this Agreement constitutes a legal, valid and binding obligation of Buyer Guarantor respectively, enforceable against Buyer and Guarantor as applicable in accordance with its terms, except as such enforceability against Buyer and Guarantor may be limited by limitations on enforceability against Seller or Shareholders by virtue of bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws laws affecting creditors’ rights generally and by general principles the availability of equity (regardless of whether enforcement is sought in a Proceeding at law equitable remedies against Seller or in equity)Shareholders. When each Ancillary Agreement other Transaction Document to which Buyer and/or Guarantor is or will be a party has been duly executed and delivered by Buyer and Guarantor as applicable (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement constitutes Transaction Document will constitute a legal and binding obligation of Buyer and Guarantor, as applicable, enforceable against it in accordance with its terms, except as such enforceability against Buyer and Guarantor may be limited by limitations on enforceability against Seller or Shareholders by virtue of bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws laws affecting creditors’ rights generally and by general principles the availability of equity (regardless of whether enforcement is sought in a Proceeding at law equitable remedies against Seller or in equity)Shareholders.

Authority of Buyer. (a) Each of the Buyer Parties has all necessary full corporate power and authority to enter into this Agreement and the Ancillary Agreements Documents to which such Buyer Party is a party, and subject to Requisite Buyer Stockholder Approval, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each of the Buyer Parties of this Agreement and any Ancillary Agreement Document to which such Buyer Party is a party, the performance by each of the Buyer Parties of its obligations hereunder and thereunder and the consummation by each of the Buyer Parties of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyereach of the Buyer Parties. This Agreement has been duly executed and delivered by Buyerthe Buyer Parties, and (assuming due authorization, execution and delivery by SellersSeller) this Agreement constitutes a legal, valid and binding obligation of the Buyer Parties enforceable against each of the Buyer Parties in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding proceeding at law or in equity). When each Ancillary Agreement Document to which a Buyer Party is or will be a party has been duly executed and delivered by such Buyer Party (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement constitutes Document will constitute a legal and binding obligation of such Buyer Party enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding proceeding at law or in equity).

Authority of Buyer. (a) Buyer has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements other Transaction Documents to which Buyer is a party, and subject to Requisite Buyer Stockholder Approval, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Agreement other Transaction Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate action on the part of BuyerBuyer and no other action on the part of Buyer is necessary to authorize the execution and delivery by Buyer of this Agreement and any Transaction Document to which Buyer is a party. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by SellersSeller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding proceeding at law or in equity). When each Ancillary Agreement other Transaction Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement constitutes Transaction Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding proceeding at law or in equity).

Authority of Buyer. (a) Buyer has all necessary the requisite corporate power and authority to enter into execute, deliver and perform this Agreement and the Ancillary Agreements to which Buyer is a party, and subject to Requisite Buyer Stockholder Approval, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution execution, delivery and delivery by Buyer performance of this Agreement and any Ancillary Agreement to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part Buyer’s board of Buyerdirectors and does not require any further authorization or consent of Buyer or its stockholders. This Agreement has been duly authorized, executed and delivered by Buyer, Buyer and (assuming due the valid authorization, execution and delivery by Sellers) of this Agreement constitutes a by Seller) is the legal, valid and binding obligation agreement of Buyer enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by enforceable against Buyer in accordance with its terms subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or similar Laws affecting creditors’ rights generally and by to general principles of equity (regardless of whether enforcement is sought in a Proceeding at law or in equity)principles. When each Ancillary Agreement to which Each Buyer Group Member that is a party to a Buyer Ancillary Agreement has the requisite corporate or limited liability company power and authority to execute, deliver and perform such Buyer Ancillary Agreement and to consummate the transactions contemplated thereby. The execution, delivery and performance of the Buyer Ancillary Agreements to which each Buyer Group Member is a party have been duly authorized and approved by board of directors, managers or members of such Buyer Group Member and does not require any further authorization or consent of such Buyer Group Member or its stockholders, managers or members. Each Buyer Ancillary Agreement has been (or at or before Closing will have been) duly authorized, executed and delivered by the Buyer Group Member party thereto and (assuming due the valid authorization, execution and delivery of such Buyer Ancillary Agreement by each other the applicable Seller Group Member(s) party thereto)) is (or will be) the legal, such Ancillary Agreement constitutes a legal valid and binding obligation agreement of such Buyer Group Member enforceable against it such Buyer Group Member in accordance with its terms, except as such enforceability may be limited by subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or similar Laws affecting creditors’ rights generally and by to general principles of equity (regardless of whether enforcement is sought in a Proceeding at law or in equity)principles.

Authority of Buyer. (a) Buyer has all necessary full corporate power and authority to enter into this Agreement and the Ancillary Agreements other Transaction Documents to which Buyer is a party, and subject to Requisite Buyer Stockholder Approval, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Agreement other Transaction Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by Sellerseach Seller Party) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as that such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or receivership, moratorium, and other similar Laws affecting creditors’ the rights and remedies of creditors generally and by general principles of equity (regardless including the availability of whether enforcement is sought in a Proceeding at law specific performance or in equityinjunctive relief and the application of concepts of materiality, reasonableness, good faith and fair dealing). When each Ancillary Agreement other Transaction Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement constitutes Transaction Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms, except as that such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or receivership, moratorium, and other similar Laws affecting creditors’ the rights and remedies of creditors generally and by general principles of equity (regardless including the availability of whether enforcement is sought in a Proceeding at law specific performance or in equityinjunctive relief and the application of concepts of materiality, reasonableness, good faith and fair dealing).

Authority of Buyer. (a) Buyer has all necessary corporate power and authority and has taken all actions necessary to enter into this Agreement and the Buyer Ancillary Agreements to which Buyer is a party, and subject to Requisite Buyer Stockholder Approval, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Buyer has taken all action required by Law, its articles of incorporation or otherwise to be taken by it to duly and validly authorize the execution and delivery by Buyer of this Agreement and any the Buyer Ancillary Agreement to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder Agreements and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite thereby, and no other corporate action proceedings on the part of BuyerBuyer are necessary to consummate the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by Buyervalidly authorized, and (assuming due authorization, execution and delivery by Sellers) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at law or in equity). When each Ancillary Agreement to which Buyer is a party has been duly executed and delivered by Buyer (assuming due authorizationand, execution when executed and delivery delivered by each other party thereto)Seller, such Ancillary Agreement constitutes will constitute a legal legal, valid and binding obligation of Buyer enforceable against it in accordance with its terms, and each of the Buyer Ancillary Agreements has been duly authorized by Buyer and upon execution and delivery by Seller will constitute a legal, valid and binding obligation of Buyer enforceable against it in accordance with its terms, in each case except (a) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws and other laws of general application affecting enforcement of creditors’ rights generally generally; and (b) as limited by general principles laws relating to the availability of equity (regardless specific performance, injunctive relief or other equitable remedies. **Portions of whether enforcement is sought in a Proceeding at law or in equity)the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Authority of Buyer. (a) Buyer has all necessary full corporate power and authority to enter into this Agreement and the Ancillary Agreements other Transaction Documents to which Buyer it is a party, and subject to Requisite Buyer Stockholder Approval, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Agreement other Transaction Document to which Buyer it is a party, the performance by Buyer it of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by Sellers) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer it in accordance with its terms, except as such enforceability that enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or insolvency and other similar Laws laws affecting creditors’ the rights of creditors generally and by general principles except that equitable remedies may be granted only in the discretion of equity (regardless a court of whether enforcement is sought in a Proceeding at law or in equity)competent jurisdiction. When each Ancillary Agreement other Transaction Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement constitutes Transaction Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms, except as such enforceability that enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or insolvency and other similar Laws laws affecting creditors’ the rights of creditors generally and by general principles except that equitable remedies may be granted only in the discretion of equity (regardless a court of whether enforcement is sought in a Proceeding at law or in equity)competent jurisdiction.

Authority of Buyer. (a) Buyer has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements other Transaction Documents to which Buyer Xxxxx is a party, and subject to Requisite Buyer Stockholder Approval, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Agreement other Transaction Document to which Buyer Xxxxx is a party, the performance by Buyer Xxxxx of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by BuyerXxxxx, and (assuming due authorization, execution and delivery by SellersSeller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium fraudulent conveyance or transfer or similar Laws affecting the enforcement of creditors’ rights generally and by or general principles of equity (regardless of whether enforcement is sought considered in a Proceeding proceeding at law or in equity). When each Ancillary Agreement other Transaction Document to which Buyer is or will be a party has been duly executed and delivered by Buyer Xxxxx (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement constitutes Transaction Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium fraudulent conveyance or transfer or similar Laws affecting the enforcement of creditors’ rights generally and by or general principles of equity (regardless of whether enforcement is sought considered in a Proceeding proceeding at law or in equity).

Authority of Buyer. (a) Such Buyer has all necessary corporate corporate, limited liability company or partnership power and authority to enter into this Agreement and the Ancillary Agreements other Transaction Documents to which such Buyer is a party, and subject to Requisite Buyer Stockholder Approval, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by such Buyer of this Agreement and any Ancillary Agreement other Transaction Document to which such Buyer is a party, the performance by such Buyer of its obligations hereunder and thereunder and the consummation by such Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate or limited liability company action on the part of such Buyer. This Agreement has been duly executed and delivered by Buyersuch Xxxxx, and (assuming due authorization, execution and delivery by Sellersthe Parties hereto) this Agreement constitutes a legal, valid and binding obligation of such Buyer enforceable against such Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding proceeding at law or in equity). When each Ancillary Agreement other Transaction Document to which such Buyer is or will be a party has been duly executed and delivered by such Buyer (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement constitutes Transaction Document will constitute a legal and binding obligation of such Buyer enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding proceeding at law or in equity).

Authority of Buyer. (a) Buyer has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements other Transaction Documents to which Buyer Bxxxx is a party, and subject to Requisite Buyer Stockholder Approval, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer Bxxxx of this Agreement and any Ancillary Agreement other Transaction Document to which Buyer Bxxxx is a party, the performance by Buyer Bxxxx of its their obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by BuyerBxxxx, and (assuming due authorization, execution and delivery by Sellersthe Seller) this Agreement constitutes a the legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding proceeding at law or in equity). When each Ancillary Agreement other Transaction Document to which Buyer is or will be a party has been duly executed and delivered by Buyer as applicable (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement constitutes Transaction Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding proceeding at law or in equity).

Authority of Buyer. (a) Buyer has all necessary full corporate power and authority to enter into this Agreement and the Ancillary Agreements other Transaction Documents to which Buyer is a party, and subject to Requisite Buyer Stockholder Approval, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Agreement other Transaction Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by Sellers) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or moratorium, and similar Laws laws affecting creditors’ rights generally and by remedies generally, and, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a Proceeding proceeding at law or in equity). When each Ancillary Agreement other Transaction Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto)Buyer, such Ancillary Agreement constitutes Transaction Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or moratorium, and similar Laws laws affecting creditors’ rights generally and by remedies generally, and, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a Proceeding proceeding at law or in equity).

Authority of Buyer. (a) Buyer has all necessary full corporate power and authority to enter into this Agreement and the Ancillary Agreements other Transaction Documents to which Buyer is a party, and subject to Requisite Buyer Stockholder Approval, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Agreement other Transaction Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by Sellers) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or and similar Laws affecting creditors’ creditor’s rights generally and by remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a Proceeding proceeding at law Law or in equity). When each Ancillary Agreement other Transaction Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto)Buyer, such Ancillary Agreement constitutes Transaction Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or and similar Laws affecting creditors’ creditor’s rights generally and by remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a Proceeding proceeding at law Law or in equity).

Authority of Buyer. (a) Buyer has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements other Transaction Documents to which Buyer is a party, and subject to Requisite Buyer Stockholder Approval, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution and delivery by Buyer of this Agreement and any Ancillary Agreement other Transaction Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by SellersSeller) this Agreement constitutes a legal, valid and binding obligation of Buyer Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding proceeding at law or in equity). When each Ancillary Agreement Transaction Document to which Buyer is or will be a party has been duly executed and delivered by Buyer Seller (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement constitutes Transaction Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding proceeding at law or in equity).

Authority of Buyer. (a) Buyer has all necessary corporate limited liability company power and authority to enter into execute and deliver this Agreement and the Ancillary Agreements other Transaction Documents to which Buyer is or will be a party, and subject to Requisite Buyer Stockholder Approval, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Agreement other Transaction Document to which Buyer is or will be a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate limited liability company action on the part of BuyerBuyer and no other proceedings on the part of either Buyer or the holders of its equity is required to authorize this Agreement or the other Transaction Documents to which Buyer is or will be a party or for Buyer to consummate the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by SellersSeller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding proceeding at law or in equity). When At the Closing, each Ancillary Agreement other Transaction Document to which Buyer is or will be a party has will have been duly executed and delivered by Buyer Buyer, and (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement constitutes Transaction Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding proceeding at law or in equity).

Authority of Buyer. (a) Buyer has all necessary corporate limited liability company power and authority to enter into this Agreement and the Ancillary Agreements other Transaction Documents to which Buyer is a party, and subject to Requisite Buyer Stockholder Approval, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Agreement other Transaction Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate limited liability company action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by SellersSeller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ ' rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at law or in equity). When each Ancillary Agreement other Transaction Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement constitutes Transaction Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ ' rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at law or in equity).