Common use of Authority and Enforceability Clause in Contracts

Authority and Enforceability. The Purchaser has the requisite power and authority to enter into this Agreement and each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Purchaser of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Purchaser and no other action is necessary on the part of the Purchaser to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement and each of the Ancillary Agreements to which it is a party have been duly executed and delivered by the Purchaser. Assuming due authorization, execution and delivery by the Seller and each other party thereto, this Agreement and each of the Ancillary Agreements constitutes the valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law.

Authority and Enforceability. The Purchaser Such Seller has the requisite power and authority to enter into this Agreement and each of the Ancillary Agreements other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder party and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by the Purchaser of this Agreement and each of the Ancillary Agreements other Transaction Documents to which it such Seller is a party and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Purchaser such Seller, and no other further action is necessary on the part of such Seller or its equityholders (including any vote of the Purchaser stockholders of US Seller, whether pursuant to applicable Law, the listing rules of any securities exchange or stock market, including the New York Stock Exchange, or otherwise) is necessary to authorize the execution and delivery of this Agreement or any Ancillary Agreement and the other Transaction Documents to which it such Seller is a party or to consummate and the consummation of the transactions contemplated hereby and thereby. This Agreement has been, and each of the Ancillary Agreements other Transaction Document to which it each Seller is a party have been will be at or prior to the Closing, duly executed and delivered by the Purchaser. Assuming such Seller, and, assuming due authorization, execution and delivery by the Seller and each other party Parties hereto or thereto, this Agreement constitutes, and each of the Ancillary Agreements constitutes the other Transaction Document to which such Seller is a party will constitute when executed and delivered, a valid and binding obligation of the Purchasersuch Seller, enforceable against the Purchaser such Seller in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws affecting or relating to creditors’ rights generally and (b) general principles the availability of equity, whether such enforceability is considered in a proceeding in equity or at Lawinjunctive relief and other equitable remedies.

Authority and Enforceability. The Purchaser Each Seller has the requisite full power and authority to enter into execute and deliver this Agreement and each of the Ancillary Agreements Agreement to which it is a party, be executed and delivered by such Seller pursuant to this Agreement and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebythereunder. The execution, delivery and performance by the Purchaser each Seller of this Agreement and each of the Ancillary Agreements to which it is a party be executed and delivered by each Seller pursuant hereto and the consummation by the Purchaser each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary limited liability company and corporate action on the part of the Purchaser and no Sellers. No other action is necessary organizational act or proceeding on the part of the Purchaser any Seller is necessary to authorize the execution, delivery or performance of this Agreement or any the Ancillary Agreement Agreements to which it is a party be executed and delivered by each Seller pursuant hereto or to consummate the consummation of the transactions contemplated hereby and thereby. This Agreement constitutes, and each of when executed and delivered, the Ancillary Agreements to which it is a party have been duly be executed and delivered by the Purchaser. Assuming due authorizationSellers pursuant hereto shall constitute, execution and delivery by the Seller and each other party theretolegal, this Agreement and each of the Ancillary Agreements constitutes the valid and binding obligation obligations of each Seller, as the Purchasercase may be, enforceable against the Purchaser in accordance with its their respective terms, except as such enforcement may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratoriumfraudulent conveyance, fraudulent conveyance moratorium or other similar Laws relating to or affecting creditors’ rights generally and (b) generally, or by general principles of equity, whether such enforceability is considered in a proceeding in equity or at Lawequitable principles.

Authority and Enforceability. The Purchaser Buyer has the requisite power and authority to enter into this Agreement and each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Purchaser Buyer of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation by the Purchaser Buyer of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Purchaser Buyer and no other action is necessary on the part of the Purchaser Buyer to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement and each of the Ancillary Agreements to which it is a party have been duly executed and delivered by the PurchaserBuyer. Assuming due authorization, execution and delivery by the Seller Shareholders and each other party thereto, this Agreement and each of the Ancillary Agreements constitutes the valid and binding obligation of the PurchaserBuyer, enforceable against the Purchaser Buyer in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law.

Authority and Enforceability. The Purchaser Company has the all requisite corporate power and authority authority, and has taken all corporate action necessary, to enter into execute and deliver this Agreement and each of the Ancillary Agreements other documents and agreements contemplated by this Agreement (collectively, the “Transaction Documents”) to which it is a party, to perform its obligations hereunder and thereunder and to consummate each of the transactions contemplated hereby and thereby. This Agreement has been duly authorized, executed and delivered by the Company, and (assuming the due authorization, execution and delivery by the other Parties) this Agreement and each of the other Transaction Documents to which it is a party constitute the legal, valid and binding obligations of the Company, enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable insolvency, bankruptcy, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and applicable equitable principles (whether considered in a proceeding at law or in equity). The execution, delivery and performance by the Purchaser Company of this Agreement and each of the Ancillary Agreements other Transaction Documents to which it is a party party, and the consummation by the Purchaser of the transactions contemplated hereby and thereby thereby, have been (or, in the case of the Transaction Documents to be executed at the Closing, will be as of the Closing Date) duly and validly authorized by all necessary requisite action (corporate or otherwise), and no other proceedings on the part of the Purchaser Company are necessary to authorize the execution, delivery or performance of this Agreement and no such other action is necessary on the part Transaction Documents. The affirmative authorization of the Purchaser holders of a majority of the Shares is the only vote or authorization of any holders of capital stock of the Company necessary to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement and each of by this Agreement, including the Ancillary Agreements to which it is a party have been duly executed and delivered by the Purchaser. Assuming due authorization, execution and delivery by the Seller and each other party thereto, this Agreement and each of the Ancillary Agreements constitutes the valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at LawMerger.

Authority and Enforceability. The Purchaser has Buyer and Merger Sub have the requisite power and authority to enter into execute and deliver this Agreement and the other Transaction Documents to which each of the Ancillary Agreements to which it them is a party, to perform its their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution, delivery and performance by each of the Purchaser Buyer and Merger Sub of this Agreement and the other Transaction Documents to which each of the Ancillary Agreements to which it them is a party party, and the consummation by the Purchaser Buyer and Merger Sub of the transactions contemplated hereby and thereby Transactions, as applicable, have been duly authorized by all necessary action on the part of the Purchaser Buyer and Merger Sub, and no other action is necessary on the part of the Purchaser Buyer or Merger Sub to authorize this Agreement or any Ancillary Agreement the other Transaction Documents to which it each of them is or will be a party or to consummate the transactions contemplated hereby and therebyTransactions. This Agreement has been, and each of the Ancillary Agreements other Transaction Documents to which it is the Buyer and Merger Sub are or will be a party have been will be at Closing, duly executed and delivered by the Purchaser. Assuming Buyer and Merger Sub, as applicable, and, assuming the due authorization, execution and delivery by the Seller and each other party hereto and thereto, this Agreement constitutes, and each of the Ancillary Agreements constitutes other Transaction Documents to which the Buyer or Merger Sub are a party will constitute at Closing, legal, valid and binding obligation obligations of the PurchaserBuyer and Merger Sub, as applicable, enforceable against the Purchaser Buyer and Merger Sub, as applicable, in accordance with its their terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law.

Authority and Enforceability. The Purchaser Buyer has the all requisite corporate power and authority to enter into execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by the Purchaser of this Agreement and each of the Ancillary Agreements to which it is a party by Buyer, its performance hereunder and thereunder, and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Purchaser and no other action is necessary on the part Buyer. Each of the Purchaser to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement and each of the Ancillary Agreements to which it is a party have has been duly executed and delivered by the Purchaser. Assuming Buyer and, assuming due authorization, execution and delivery by the Seller and each other party theretoSeller, this Agreement and each of the Ancillary Agreements constitutes the a valid and binding obligation of the PurchaserBuyer, enforceable against the Purchaser Buyer in accordance with its termsterms and conditions, except as the same may be limited by (a) bankruptcy, insolvency, reorganization, moratoriumfraudulent transfer, fraudulent conveyance preference, moratorium or other similar Laws now or hereafter in effect relating to creditors’ rights or affecting creditors generally and or by general equity principles (b) general principles regardless of equity, whether such enforceability is considered in a proceeding Proceeding in equity or at Lawlaw) and except that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding may be brought.

Authority and Enforceability. The Purchaser has YGYI and KII have, and will have on the Closing Date, the requisite power and authority to enter into this Agreement and each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby Transactions, subject to shareholder and therebyNasdaq approval of the Contingent Consideration Warrants. The execution, execution and delivery by YGYI and performance by the Purchaser KII of this Agreement and each of and/or the Ancillary Agreements Documents to which it is a party and the consummation by the Purchaser YGYI and KII of the transactions contemplated hereby and thereby Transactions have been duly authorized by all necessary corporate action on the part of the Purchaser YGYI and no other action is necessary on the part of the Purchaser KII, respectively. The Shares and Contingent Consideration Warrants being issued to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the transactions contemplated hereby Seller hereunder have been duly authorized and therebyvalidly issued and are fully paid and non-assessable. This Agreement and each of and/or the Ancillary Agreements Documents to which it is a party have each been duly executed and delivered by the Purchaser. Assuming YGYI and KII and, assuming due authorization, execution and delivery by Seller, LD and the Seller and each other party theretoRepresenting Party, this Agreement and each of the Ancillary Agreements constitutes constitute the valid and binding obligation of the PurchaserYGYI and KII, enforceable against the Purchaser each in accordance with its their terms, except as such enforceability may be limited by by: (ai) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws affecting or relating to creditors’ rights generally and (bii) general principles the availability of equity, whether such enforceability is considered in a proceeding in equity or at Lawinjunctive relief and other equitable remedies.

Authority and Enforceability. (a) The Purchaser Company has the all requisite corporate power and authority to enter into this Agreement Agreement, and each of subject to the Ancillary Agreements to which it is a partyapproval by the Shareholders in the manner required by the Interim Order (the “Company Shareholder Approval”) and the approval by the Court, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by the Purchaser Company of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation by the Purchaser Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary action the Board and no other corporate proceedings on the part of the Purchaser and no other action is Company are necessary on the part of the Purchaser to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the transactions contemplated hereby other than the Company Shareholder Approval and therebythe approval by the Court. This Agreement and each of the Ancillary Agreements to which it is a party have has been duly executed and delivered by the Purchaser. Assuming due authorization, execution Company and delivery by the Seller and each other party thereto, this Agreement and each of the Ancillary Agreements constitutes the valid and binding obligation of the PurchaserCompany, enforceable against the Purchaser it in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws laws affecting or relating to creditors’ rights generally generally, and the availability of injunctive relief and other equitable remedies. (b) general principles At a meeting duly called and held, prior to the execution of equitythis Agreement, whether such enforceability at which all directors of the Company were present, the Board, following consultation with its financial and legal advisors and on receipt of a recommendation of the Special Committee of the Board, unanimously (i) approved and declared advisable this Agreement and the transactions contemplated hereby, (ii) determined that the Arrangement is considered fair to the Shareholders and is in a proceeding the best interests of the Company, and (iii) resolved to recommend that the Shareholders vote in equity or at Lawfavour of the Arrangement.

Authority and Enforceability. The Purchaser Seller has the requisite power and authority authority, and, in the case of any Seller that is an individual, the requisite legal capacity, to enter into execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the Acquisition and the other transactions contemplated hereby and thereby. The execution, delivery and performance by the Purchaser Seller of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation by the Purchaser Seller of the Acquisition and the other transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Purchaser such Seller and no other action is necessary on the part of the Purchaser such Seller to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the Acquisition or the other transactions contemplated hereby and or thereby. This Agreement and each of the Ancillary Agreements to which it is a party have has been duly executed and delivered by the Purchaser. Assuming Seller and, assuming the due authorization, execution and delivery by the Seller and each other party theretohereto, this Agreement and each of the Ancillary Agreements constitutes the a legal, valid and binding obligation of the PurchaserSeller, enforceable against the Purchaser such Seller in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law.

Authority and Enforceability. The Purchaser Each of Parent and the Company has the requisite entity power and authority to enter into execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyContemplated Transactions. The execution, delivery and performance by each of Parent and the Purchaser Company of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation by the Purchaser Parent of the transactions contemplated hereby and thereby Contemplated Transactions have been duly authorized by all necessary action on the part of each of Parent and the Purchaser Company and no other action is necessary on the part of either of Parent or the Purchaser Company to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the transactions contemplated hereby and therebyContemplated Transactions. This Agreement and each of the Ancillary Agreements to which it is a party have been duly executed and delivered by Parent and the PurchaserCompany. Assuming due authorization, execution and delivery by the Seller Buyer and each other party thereto, this Agreement and each of the Ancillary Agreements constitutes the a legal, valid and binding obligation of each of Parent and the PurchaserCompany, enforceable against the Purchaser Parent in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law.

Authority and Enforceability. The Purchaser Buyer has the requisite power and authority to enter into this Agreement and each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Purchaser Buyer of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation by the Purchaser Buyer of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Purchaser Buyer and no other action is necessary on the part of the Purchaser Buyer to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement and each of the Ancillary Agreements to which it is a party have been duly executed and delivered by the PurchaserBuyer. Assuming due authorization, execution and delivery by the Seller Shareholders, ▇▇▇▇▇▇ and each other party thereto, this Agreement and each of the Ancillary Agreements constitutes constitutes, the valid and binding obligation of the PurchaserBuyer, enforceable against the Purchaser Buyer in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law.

Authority and Enforceability. The Purchaser Buyer has the requisite power and authority to enter into this Agreement and each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyContemplated Transactions. The execution, delivery and performance by the Purchaser Buyer of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation by the Purchaser Buyer of the transactions contemplated hereby and thereby Contemplated Transactions have been duly authorized by all necessary action on the part of the Purchaser Buyer and no other action is necessary on the part of the Purchaser Buyer to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the transactions contemplated hereby and therebyContemplated Transactions. This Agreement and each of the Ancillary Agreements to which it is a party have been duly executed and delivered by the PurchaserBuyer. Assuming due authorization, execution and delivery by the Seller Sellers and each other party thereto, this Agreement and each of the Ancillary Agreements constitutes constitutes, the valid and binding obligation of the PurchaserBuyer, enforceable against the Purchaser Buyer in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law.

Authority and Enforceability. The Purchaser Such Seller has the requisite entity power and authority authority, and, in the case of any Seller that is an individual, the requisite legal capacity, to enter into execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyContemplated Transactions. The execution, delivery and performance by the Purchaser such Seller of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation by the Purchaser such Seller of the transactions contemplated hereby and thereby Contemplated Transactions have been duly authorized by all necessary action on the part of the Purchaser such Seller and no other action is necessary on the part of the Purchaser such Seller to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the transactions contemplated hereby Contemplated Transactions. Assuming due authorization, execution and thereby. This delivery by the Buyer, this Agreement and each of the Ancillary Agreements Agreement to which it is a party have been duly executed and delivered by the Purchasersuch Seller. Assuming due authorization, execution and delivery by the Seller and each other party thereto, this This Agreement and each of the Ancillary Agreements to which such Seller is a party constitutes the a legal, valid and binding obligation of the Purchasersuch Seller, enforceable against the Purchaser such Seller in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Lawgenerally.

Authority and Enforceability. The Purchaser Each of Acquiror and Sub has the all requisite corporate power and authority to enter into this Agreement and Agreement, each of the Ancillary Agreements other agreements contemplated hereby to which it Acquiror or Sub is or will be a party, to perform its obligations hereunder and thereunder party and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by the Purchaser of this Agreement and Agreement, each of the Ancillary Agreements other agreements contemplated hereby to which it Acquiror or Sub is or will be a party and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Purchaser Acquiror and no other action is necessary on the part of the Purchaser to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the transactions contemplated hereby and therebySub. This Agreement and each of the Ancillary Agreements to which it is a party have has been duly executed and delivered by the Purchaser. Assuming due authorization, execution and delivery by the Seller and each other party thereto, this Agreement and each of the Ancillary Agreements Acquiror and Sub and constitutes the valid and binding obligation of the Purchaser, Acquiror and Sub enforceable against the Purchaser Acquiror and Sub, respectively, in accordance with its terms, except and each other agreement contemplated hereby to which Acquiror or Sub is or will be a party, after being duly executed and delivered by Acquiror or Sub, as limited by applicable, will constitute a valid and binding obligation of Acquiror or Sub, as applicable, enforceable against Acquiror or Sub in accordance with its terms, in each case subject only to the effect, if any, of (ai) bankruptcy, insolvency, reorganization, moratoriumfraudulent transfer, fraudulent conveyance moratorium or other similar Laws laws relating to creditors’ or affecting the rights generally and or remedies of creditors or (bii) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Lawlaw (including the possible unavailability of specific performance or injunctive relief).

Authority and Enforceability. The Purchaser If such Party is a legal entity, such Party has the requisite full corporate, limited liability company or limited partnership (as applicable) power and authority to enter into execute and deliver this Agreement and each of the Ancillary Agreements to which it is a partyAgreement, to perform its obligations hereunder and thereunder to consummate the transactions contemplated hereby. If such Party is a natural person, such Party has all requisite power, authority and legal capacity to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by the Purchaser such Party of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation by the Purchaser such Party of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate, limited liability company, limited partnership or spousal action on the part of the Purchaser such Party and no other action is necessary proceedings on the part of the Purchaser such Party are necessary to authorize approve this Agreement or any Ancillary Agreement to which it is a party or to consummate the transactions contemplated hereby and therebyhereby. This Agreement and each of the Ancillary Agreements to which it is a party have has been duly executed and delivered by the Purchaser. Assuming such Party and, assuming due authorization, execution and delivery by each of the Seller and each other party theretoParties, this Agreement and each of the Ancillary Agreements constitutes the legal, valid and binding obligation obligations of the Purchasersuch Party, enforceable against the Purchaser such Party in accordance with its terms, except as enforceability may be limited by (a) bankruptcy, insolvency‎insolvency, fraudulent transfer, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws relating to creditorsor affecting ‎creditors’ rights generally and or by equitable principles (b) general principles regardless of whether enforcement is sought ‎at Law or in equity, whether such enforceability is considered in a proceeding in equity or at Law).

Authority and Enforceability. The Purchaser Buyer has the requisite power and authority to enter into this Agreement and each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby and therebyContemplated Transactions. The execution, delivery and performance by the Purchaser Buyer of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation by the Purchaser Buyer of the transactions contemplated hereby and thereby Contemplated Transactions have been duly authorized by all necessary action on the part of the Purchaser Buyer and no other action is necessary on the part of the Purchaser Buyer to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the transactions contemplated hereby and therebyContemplated Transactions. This Agreement and each of the Ancillary Agreements to which it is a party have been duly executed and delivered by the PurchaserBuyer. Assuming due authorization, execution and delivery by the Seller Sellers and each other party thereto, this Agreement and each of the Ancillary Agreements constitutes constitutes, the valid and binding obligation of the PurchaserBuyer, enforceable against the Purchaser Buyer in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Lawgenerally.

Authority and Enforceability. The Purchaser Each of the Seller, LD and the Representing Party has the requisite power and authority to enter into this Agreement and each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder Documents and to consummate the transactions contemplated hereby Transactions. All corporate action required to be taken by the Seller, INXL and therebyINXH’s Board of Directors, managers, members and stockholders in order to authorize the Sellers and LD to enter into this Agreement and to consummate the Transaction has been taken or will be taken prior to the Closing. The executionexecution and delivery by Seller, delivery LD and performance by the Purchaser Representing Party of this Agreement and each of the Ancillary Agreements to which it is a party Documents and the consummation by the Purchaser of the transactions contemplated hereby and thereby Transactions have been duly authorized by all necessary corporate action on the part of the Purchaser Seller, INXL or INXH and no other action further authorization or approval, whether of the officers or directors of Seller, INXL or INXH or of governmental bodies or otherwise is necessary on to fully authorize the part execution, delivery and performance of the Purchaser to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate by Seller, LD and the transactions contemplated hereby and therebyRepresenting Party. This Agreement and each of the Ancillary Agreements to which it is a party Documents have been duly executed and delivered by Seller, LD and the Purchaser. Assuming due authorization, execution Representing Party and delivery by the Seller and each other party thereto, this Agreement and each of the Ancillary Agreements constitutes constitute the valid and binding obligation obligations of Seller, LD and the PurchaserRepresenting Party, respectively, enforceable against the Purchaser each of them in accordance with its their respective terms, except as such enforceability may be limited by by: (ai) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws affecting or relating to creditors’ rights generally and (bii) general principles the availability of equity, whether such enforceability is considered in a proceeding in equity or at Lawinjunctive relief and other equitable remedies.

Authority and Enforceability. The Purchaser Each of Parent and Merger Sub has the requisite power and authority to enter into this Agreement and each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Purchaser Parent and Merger Sub of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation by the Purchaser Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Purchaser Parent and Merger Sub and no other action is necessary on the part of the Purchaser Parent and Merger Sub to authorize this Agreement or any Ancillary Agreement to which it is a party or or, except for any Permits that may be required by the NYSE MKT, to consummate the transactions contemplated hereby and thereby. This Agreement and each of the Ancillary Agreements to which it is a party have been duly executed and delivered by the PurchaserParent and Merger Sub. Assuming due authorization, execution and delivery by the Seller Stockholders and each other party thereto, this Agreement and each of the Ancillary Agreements constitutes constitutes, the valid and binding obligation of the PurchaserParent and Merger Sub, enforceable against the Purchaser Parent and Merger Sub in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law.

Authority and Enforceability. The Purchaser has the requisite power and authority to enter into this Agreement and each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Purchaser of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Purchaser and no other action is necessary on the part of the Purchaser to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement and each of the Ancillary Agreements to which it is a party have been duly executed and delivered by the Purchaser. Assuming due authorization, execution and delivery by the Seller Stockholders and each other party thereto, this Agreement and each of the Ancillary Agreements constitutes the valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law.

Authority and Enforceability. The Purchaser has the requisite power execution and authority to enter into this Agreement and each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Purchaser EME of this Agreement and each of the Ancillary Related Agreements to which it is a party and the performance and consummation by the Purchaser Seller Parties of the transactions contemplated hereby and thereby Contemplated Transactions have been duly authorized by all necessary corporate or similar action on the part of EME and the Purchaser Seller Parties. EME has been duly appointed as an agent, to the extent necessary for the purposes of this Agreement, for Pacific Holdings and no other action is necessary Universal Holdings with full power and authority to act in their names and on their respective behalves in connection with the part execution and performance of the Purchaser Contemplated Transactions. EME has full power and authority to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate act in the transactions contemplated hereby name of and therebyon behalf of EME Precision in connection with the execution and performance of the Contemplated Transactions. This Agreement has been, and each of the Ancillary Agreements to which it is a party Related Agreements, as of the Project Closing, will have been been, duly executed and delivered by the Purchaser. Assuming EME and, assuming due authorization, execution and delivery by the Seller and all other parties to this Agreement or each other party theretosuch Related Agreement, as applicable, this Agreement constitutes, and each of the Ancillary Related Agreements constitutes the when duly executed and delivered will constitute, a valid and binding obligation of EME and the PurchaserSeller Parties, enforceable against EME and the Purchaser Seller Parties in accordance with its terms, except as the same may be limited by (a) bankruptcy, insolvency, reorganization, moratoriumfraudulent transfer, fraudulent conveyance preference, moratorium or other similar Laws now or hereafter in effect relating to creditors’ rights generally and (b) general principles that the remedy of equity, whether such enforceability is considered in a specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding in equity or at Lawmay be brought.

Authority and Enforceability. The Purchaser Each Seller has the all requisite corporate, limited liability company or other applicable power and authority to enter into duly and validly execute, deliver and perform this Agreement and each of the Ancillary Agreements other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyContemplated Transactions to which it is a party. The execution, delivery and performance by the Purchaser each Seller of this Agreement and each of the Ancillary Agreements other Transaction Documents to which it is a party party, and the consummation by the Purchaser each Seller of the transactions contemplated hereby and thereby Contemplated Transactions to which it is a party, have been duly authorized by all necessary corporate, limited liability company or other applicable action on the part of each Seller. This Agreement has been, and the Purchaser and no other action is necessary on the part of the Purchaser to authorize this Agreement or any Ancillary Agreement Transaction Documents to which it a Seller is a party or to consummate the transactions contemplated hereby and thereby. This Agreement and each will be as of the Ancillary Agreements to which it is a party have been Closing Date, duly and validly executed and delivered by such Seller and, assuming the Purchaser. Assuming due authorization, execution and delivery by the Seller and each other party theretoBuyer, this Agreement constitutes, and each of the Ancillary Agreements constitutes Transaction Documents to be executed at the Closing Date will constitute at the Closing Date, a legal, valid and binding obligation of the Purchasersuch Seller party thereto, enforceable against the Purchaser such Seller in accordance with its termsterms and conditions, except as enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other moratorium and similar Laws laws relating to or affecting creditors’ rights generally and (b) general principles generally, or by the availability of equity, whether such enforceability is considered in a proceeding in equity or at Lawequitable remedies.