Common use of Authority and Enforceability Clause in Contracts

Authority and Enforceability. The Purchaser has all requisite corporate power and authority to execute and deliver this Agreement and the Purchaser and any Designated Affiliate have all requisite corporate power and authority to execute and deliver each Ancillary Agreement to which it is a party and to perform its respective obligations under this Agreement and each such Ancillary Agreement. The execution, delivery and performance of this Agreement and each Ancillary Agreement to which the Purchaser and any Designated Affiliate is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Purchaser and such Designated Affiliate party thereto. The Purchaser has duly and validly executed and delivered this Agreement and, on or prior to the Closing, the Purchaser and any Designated Affiliate will have duly and validly executed and delivered each Ancillary Agreement to which it is a party. Assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by the Seller and the other parties thereto, this Agreement constitutes, and at the Closing each Ancillary Agreement to which the Purchaser or any Designated Affiliate is a party will constitute, the valid and binding obligation of the Purchaser and any Designated Affiliate, enforceable against the Purchaser and any Designated Affiliate in accordance with its terms, subject to (a) Laws of general application relating to bankruptcy, insolvency and the relief of debtors and (b) Laws governing specific performance, injunctive relief and other equitable remedies.

Authority and Enforceability. The Purchaser has (a) Upon entry of the Approval Order and subject to it becoming a Final Order, the Seller will have all requisite corporate power and authority to execute and deliver this Agreement and the Purchaser and any Designated Affiliate have all requisite corporate power and authority to execute and deliver each Ancillary Agreement to which it is a party and to perform its respective obligations under this Agreement and each such Ancillary Agreement. The execution, delivery and performance of this Agreement and each Ancillary Agreement to which the Purchaser and any Designated Affiliate is a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by the Seller have been duly authorized by all necessary corporate action on the part of the Purchaser Seller. Upon entry of the Approval Order and such Designated Affiliate party thereto. The Purchaser has duly subject to it becoming a Final Order, and validly executed and delivered this Agreement and, on or prior to the Closing, the Purchaser and any Designated Affiliate will have duly and validly executed and delivered each Ancillary Agreement to which it is a party. Assuming assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by the Seller and the other parties theretoPurchaser, this Agreement constitutes, and at the Closing each Ancillary Agreement to which the Purchaser or any Designated Affiliate is a party will constitute, constitute the valid and binding obligation of the Purchaser and any Designated AffiliateSeller, enforceable against the Purchaser and any Designated Affiliate Seller in accordance with its terms, subject to (ai) Laws of general application relating to bankruptcy, insolvency and the relief of debtors and (bii) Laws governing specific performance, injunctive relief and other equitable remedies. (b) Subject to the entry of the Approval Order and such other authorization as may be required by the Bankruptcy Court and assuming the due authorization, execution and delivery of the Ancillary Agreements by the Purchaser and/or the Designated Affiliates and the other parties thereto, (i) the execution, delivery and performance of each Ancillary Agreement and the consummation of the transactions contemplated thereby by the Seller and the Share Selling Affiliate party thereto have been duly authorized by all necessary corporate action on the part of the Seller and the Share Selling Affiliate and (ii) and at the Closing each Ancillary Agreement to which the Seller or the Share Selling Affiliate is a party will constitute the valid and binding obligation of the Seller or the Share Selling Affiliate that is party thereto, enforceable against the Seller or the Share Selling Affiliate in accordance with its terms, subject to (A) Laws of general application relating to bankruptcy, insolvency and the relief of debtors and (B) Laws governing specific performance, injunctive relief and other equitable remedies.

Authority and Enforceability. (a) The Purchaser Seller has all requisite corporate power and authority to execute and deliver this Agreement and the Purchaser and any Designated Affiliate have all requisite corporate power and authority to execute and deliver each Ancillary Agreement to which it is a party and to perform its respective obligations under this Agreement and each such Ancillary Agreement. The execution, delivery and performance of this Agreement and each Ancillary Agreement to which the Purchaser and any Designated Affiliate is a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by the Seller have been duly authorized by all necessary action on the part of the Purchaser and such Designated Affiliate party theretoSeller. The Purchaser Seller has duly and validly executed and delivered this Agreement. Assuming the due authorization, execution and delivery of this Agreement andby the Purchaser, this Agreement constitutes the valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, subject to (i) Laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) Laws governing specific performance, injunctive relief and other equitable remedies. (b) Each member of the Seller Group has all requisite corporate or limited liability company power and authority to execute and deliver each Ancillary Agreement to which such member of the Seller Group is a party and to perform its respective obligations under each such Ancillary Agreement. The execution, delivery and performance of each Ancillary Agreement and the consummation of the transactions contemplated thereby by the members of the Seller Group party thereto have been duly authorized by all necessary action on the part of the members of the Seller Group. On or prior to the Closing, each member of the Purchaser and any Designated Affiliate Seller Group will have duly and validly executed and delivered each Ancillary Agreement to which it is a party. Assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by the Seller Purchaser and the other parties thereto, this Agreement constitutes, and at the Closing each Ancillary Agreement to which a member of the Purchaser or any Designated Affiliate Seller Group is a party will constitute, constitute the valid and binding obligation of the Purchaser and any Designated Affiliatemember of the Seller Group that is party thereto, enforceable against such member of the Purchaser and any Designated Affiliate Seller Group in accordance with its terms, subject to (ai) Laws of general application relating to bankruptcy, insolvency and the relief of debtors and (bii) Laws governing specific performance, injunctive relief and other equitable remedies.

Authority and Enforceability. The Purchaser Company has all requisite corporate limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement to which the Purchaser Company is a party and any Designated Affiliate have all requisite corporate power to perform its obligations under this Agreement and authority to execute and deliver each such Ancillary Agreement to which it is a party and to perform its respective obligations under this Agreement consummate the transactions contemplated hereby (including the Merger) and each such Ancillary Agreementthereby. The execution, delivery and performance of this Agreement and each Ancillary Agreement to which the Purchaser and any Designated Affiliate Company is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Purchaser Company and no other proceeding or other action on the part of the Company is necessary to authorize this Agreement or any Ancillary Agreement to which the Company is a party, or to consummate the transactions contemplated by this Agreement (including the Merger) or any such Designated Affiliate party theretoAncillary Agreement. Without limiting the foregoing, the members of the Company, by unanimous written consent, have duly adopted resolutions approving this Agreement, the Merger and the other transactions contemplated by this Agreement, determining that the terms and conditions of this Agreement, the Merger and the other transactions contemplated by this Agreement are fair to and in the best interests of the Company. The Purchaser Company has duly and validly executed and delivered this Agreement and, on or prior to the Closing, the Purchaser and any Designated Affiliate Company will have duly and validly executed and delivered each Ancillary Agreement to which it is a party. Assuming the due authorizationThis Agreement constitutes, and upon execution and delivery of this Agreement and the Ancillary Agreements by the Seller and the other parties thereto, this Agreement constitutes, and at the Closing each Ancillary Agreement to which the Purchaser or any Designated Affiliate Company is a party will constitute, the legal, valid and binding obligation of the Purchaser and any Designated AffiliateCompany, enforceable against the Purchaser and any Designated Affiliate Company in accordance with its terms, subject to (a) Laws of general application relating to bankruptcy, insolvency and the relief of debtors debtors, and (b) Laws governing specific performance, injunctive relief and other equitable remedies.

Authority and Enforceability. The Each of the Purchaser and Incyte US has all requisite corporate power and authority to execute and deliver this Agreement and the Purchaser and any Designated Affiliate have all requisite corporate power and authority to execute and deliver each Ancillary Agreement to which it is a party and to perform its respective obligations under this Agreement and each such Ancillary Agreement. The execution, delivery and performance of this Agreement and each Ancillary Agreement to which the Purchaser and any Designated Affiliate or Incyte US is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Purchaser and such Designated Affiliate party theretoIncyte US. The Each of the Purchaser and Incyte US has duly and validly executed and delivered this Agreement and, on or prior to the Closing, each of the Purchaser and any Designated Affiliate Incyte US will have duly and validly executed and delivered each Ancillary Agreement to which it is a party. Assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by the Seller Seller, ARIAD US and the other parties thereto, this Agreement constitutes, and at the Closing each Ancillary Agreement to which the Purchaser or any Designated Affiliate Incyte US is a party will constitute, the valid and binding obligation of the Purchaser and any Designated Affiliateor Incyte US, as applicable , enforceable against the Purchaser and any Designated Affiliate or Incyte US, as applicable, in accordance with its terms, subject to (a) Laws of general application relating to bankruptcy, insolvency and the relief of debtors and (b) Laws governing specific performance, injunctive relief and other equitable remedies.

Authority and Enforceability. The Purchaser has all requisite corporate and other power and authority to execute and deliver this Agreement and the Purchaser and any each Designated Affiliate have all requisite corporate power and authority to execute and deliver each Ancillary Agreement to which it is a party and to perform its respective obligations under this Agreement and each such Ancillary Agreement. The execution, delivery and performance of this Agreement and each Ancillary Agreement to which the Purchaser and any each Designated Affiliate is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or other action on the part of the Purchaser and such each Designated Affiliate party thereto. The Purchaser has duly and validly executed and delivered this Agreement and, on or prior to the each Closing, the Purchaser and any each Designated Affiliate will have duly and validly executed and delivered each Ancillary Agreement to which it is a partyparty in connection with such Closing. Assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by the Seller and the other parties thereto, this Agreement constitutes, and at the applicable Closing each Ancillary Agreement to which the Purchaser or any a Designated Affiliate is a party will constitute, the valid and binding obligation of the Purchaser and any such Designated Affiliate, enforceable against the Purchaser and any such Designated Affiliate in accordance with its terms, subject to (a) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general application relating to bankruptcy, insolvency or affecting creditors’ rights generally and the relief of debtors and general equitable principles (b) Laws governing specific performance, injunctive relief and other equitable remedieswhether considered in a proceeding in equity or at law).

Authority and Enforceability. (a) The Purchaser Seller has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement. The execution, delivery and performance of this Agreement and the Purchaser consummation of the transactions contemplated by this Agreement by the Seller have been duly authorized by all necessary action on the part of the Seller. The Seller has duly and any Designated Affiliate have validly executed and delivered this Agreement. Assuming the due authorization, execution and delivery of this Agreement by the Purchaser, this Agreement constitutes the valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, subject to (i) Laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) Laws governing specific performance, injunctive relief and other equitable remedies. (b) Each member of the Seller Group has all requisite corporate power and authority to execute and deliver each Ancillary Agreement to which it such member of the Seller Group is a party and to perform its respective obligations under this Agreement and each such Ancillary Agreement. The execution, delivery and performance of this Agreement and each Ancillary Agreement to which the Purchaser and any Designated Affiliate is a party and the consummation of the transactions contemplated hereby and thereby by the members of the Seller Group party thereto have been duly authorized by all necessary action on the part of the Purchaser and such Designated Affiliate party theretomembers of the Seller Group. The Purchaser has duly and validly executed and delivered this Agreement and, on On or prior to the Closing, each member of the Purchaser and any Designated Affiliate Seller Group will have duly and validly executed and delivered each Ancillary Agreement to which it is a party. Assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by the Seller Purchaser and the other parties thereto, this Agreement constitutes, and at the Closing each Ancillary Agreement to which a member of the Purchaser or any Designated Affiliate Seller Group is a party will constitute, constitute the valid and binding obligation of the Purchaser and any Designated Affiliatemember of the Seller Group that is party thereto, enforceable against such member of the Purchaser and any Designated Affiliate Seller Group in accordance with its terms, subject to (ai) Laws of general application relating to bankruptcy, insolvency and the relief of debtors and (bii) Laws governing specific performance, injunctive relief and other equitable remedies.

Authority and Enforceability. The Purchaser Company has all the requisite corporate power and authority to execute and deliver this Agreement and the Purchaser Ancillary Agreements to which it is a party, to perform its obligations hereunder and any Designated Affiliate have all requisite corporate power thereunder, subject to the receipt of the Company Stockholder Approval, and authority to execute consummate the transactions contemplated hereby or thereby, including the Merger. The execution, delivery and deliver each performance by the Company of this Agreement and the Ancillary Agreement Agreements to which it is a party and to perform its respective obligations under this Agreement and each such Ancillary Agreement. The execution, delivery and performance of this Agreement and each Ancillary Agreement to which the Purchaser and any Designated Affiliate is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of each of the Purchaser Acquired Companies and such Designated Affiliate party thereto. The Purchaser has duly and validly executed and delivered no other action is necessary on the part of any of the Company to authorize this Agreement andor any Ancillary Agreement to which it is a party or to consummate the transactions contemplated hereby and thereby except, on or prior to in the Closingcase of the Merger, for the Purchaser receipt of the Company Stockholder Approval. This Agreement and any Designated Affiliate will have duly and validly executed and delivered each Ancillary Agreement to which it is a partyparty have been duly executed and delivered by the Company. Assuming the due authorization, execution and delivery of this Agreement by Buyer and the Ancillary Agreements by the Seller and the each other parties party thereto, this Agreement constitutesand each of the Ancillary Agreements constitutes a legal, and at the Closing each Ancillary Agreement to which the Purchaser or any Designated Affiliate is a party will constitute, the valid and binding obligation of the Purchaser and any Designated AffiliateCompany, enforceable against the Purchaser and any Designated Affiliate Company in accordance with its terms, subject to except as limited by (a) Laws of general application bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Legal Requirements relating to bankruptcy, insolvency and the relief of debtors creditors’ rights generally and (b) Laws governing specific performancegeneral principles of equity, injunctive relief and other equitable remedieswhether such enforceability is considered in a proceeding in equity or at law.

Authority and Enforceability. The (a) Purchaser has all requisite corporate power and authority to execute and deliver this Agreement and the Purchaser and any Designated Affiliate have all requisite corporate power and authority to execute and deliver each Ancillary Agreement to which it is a party and to perform its respective obligations under this Agreement and each such Ancillary Agreement. The execution, delivery and performance of this Agreement and each Ancillary Agreement to which the Purchaser and any Designated Affiliate is a party and the consummation of the transactions contemplated hereby and thereby Contemplated Transactions have been duly authorized by all necessary action on the part of the Purchaser and such Designated Affiliate party theretoPurchaser. The Purchaser has duly and validly executed and delivered this Agreement and, on or prior to the Closing, the Purchaser and any Designated Affiliate will have duly and validly executed and delivered each Ancillary Agreement to which it is a party. Assuming assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by the Seller and the other parties theretoSeller, this Agreement constitutes, and at the Closing each Ancillary Agreement to which the Purchaser or any Designated Affiliate is a party will constitute, constitutes the valid and binding obligation of the Purchaser and any Designated AffiliatePurchaser, enforceable against the Purchaser and any Designated Affiliate in accordance with its terms, subject to (a) Laws of general application relating to bankruptcy, insolvency the Bankruptcy and the relief of debtors and Equity Exception. (b) Laws governing specific performanceEach Designated Affiliate has all requisite corporate power and authority to execute and deliver each Transaction Document to which it shall be a party and to perform its respective obligations under each such Transaction Document. The execution, injunctive relief delivery and performance of each Transaction Document to which each Designated Affiliate shall be a party and the consummation of the Contemplated Transactions thereby, will be, prior to the Closing, duly authorized by all necessary action on the part of each Designated Affiliate party thereto. Each Transaction Document, assuming the due authorization, execution and delivery of such Transaction Documents by the other equitable remediesparties thereto, will constitute the valid and binding obligation of each Designated Affiliate party thereto, enforceable against each Designated Affiliate party thereto in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Authority and Enforceability. The Each of the Purchaser and the Parent has all requisite corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which the Purchaser and any Designated Affiliate have all requisite corporate power and authority to execute and deliver each Ancillary Agreement to which it or the Parent, as the case may be, is a party and to perform its their respective obligations under this Agreement and each such Ancillary Agreement. The execution, delivery and performance of this Agreement and each the Ancillary Agreement to which the Purchaser and any Designated Affiliate is a party Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of each of the Purchaser and such Designated Affiliate party theretothe Parent. The Purchaser This Agreement has been duly and validly executed and delivered this Agreement and, on or prior to the Closing, by the Purchaser and any Designated Affiliate will have duly and validly executed and delivered each Ancillary Agreement to which it is a party. Assuming constitutes the due authorizationlegal, execution and delivery of this Agreement and the Ancillary Agreements by the Seller and the other parties thereto, this Agreement constitutes, and at the Closing each Ancillary Agreement to which the Purchaser or any Designated Affiliate is a party will constitute, the valid and binding obligation of the Purchaser and any Designated AffiliatePurchaser, enforceable against the Purchaser and any Designated Affiliate in accordance with its terms, subject to (a) Laws of general application relating to except as such enforceability may be limited by bankruptcy, insolvency insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor's rights generally and by general equitable principles. Upon the relief execution and delivery by the Purchaser of debtors the Ancillary Agreements to which the Purchaser is a party, such Ancillary Agreements will constitute the legal, valid and (b) Laws governing specific performancebinding obligations of the Purchaser, injunctive relief enforceable against the Purchaser in accordance with their terms. This Agreement has been duly executed and other equitable remediesdelivered by the Parent and constitutes the legal, valid and binding obligation of the Parent, enforceable against the Parent in accordance with its terms. Upon the execution and delivery by the Parent of the Ancillary Agreements to which the Parent is a party, such Ancillary Agreements will constitute the legal, valid and binding obligations of the Parent, enforceable against the Parent in accordance with their terms.

Authority and Enforceability. (a) The Purchaser has all requisite corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The Purchaser has taken all requisite corporate or other actions to authorize the execution and delivery of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Purchaser and, assuming the due authorization, execution and delivery by each of the other parties hereto, this Agreement constitutes the valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to the Enforceability Exceptions. (b) The Purchaser and any Designated Affiliate its Affiliates have all requisite corporate power and authority to execute and deliver each the Ancillary Agreement Agreements to which it is will be a party and party, to perform its respective obligations under this Agreement thereunder and each such Ancillary Agreementto consummate the transactions contemplated thereby. The executionPurchaser has, and its Affiliates have, taken all requisite corporate or other actions to authorize the execution and delivery and of the Ancillary Agreements to which it will be a party, the performance of this Agreement and each Ancillary Agreement to which the Purchaser and any Designated Affiliate is a party its obligations thereunder and the consummation of the transactions contemplated hereby thereby. Each Ancillary Agreement, if and thereby have been duly authorized when executed by all necessary action on the part of the Purchaser or its Affiliates upon the terms and such Designated Affiliate party thereto. The Purchaser has subject to the conditions set forth therein and in this Agreement, will be duly and validly executed and delivered this Agreement by the Purchaser or its Affiliates, and, on or prior to the Closing, the Purchaser and any Designated Affiliate will have duly and validly executed and delivered each Ancillary Agreement to which it is a party. Assuming assuming the due authorization, execution and delivery by each of this Agreement and the Ancillary Agreements by the Seller and the other parties thereto, this Agreement constitutes, and at the Closing each such Ancillary Agreement to which the Purchaser or any Designated Affiliate is a party will constitute, constitute the valid and binding obligation of the Purchaser and any Designated Affiliateor its Affiliates, as applicable, enforceable against the Purchaser and any Designated Affiliate or its Affiliates in accordance with its terms, subject to (a) Laws of general application relating to bankruptcy, insolvency and the relief of debtors and (b) Laws governing specific performance, injunctive relief and other equitable remediesEnforceability Exceptions.

Authority and Enforceability. The Purchaser has (a) Upon entry of the Approval Order and subject to it becoming a Final Order, the Seller will have all requisite corporate power and authority to execute and deliver this Agreement and the Purchaser and any Designated Affiliate have all requisite corporate power and authority to execute and deliver each Ancillary Agreement to which it is a party and to perform its respective obligations under this Agreement and each such Ancillary Agreement. The execution, delivery and performance of this Agreement and each Ancillary Agreement to which the Purchaser and any Designated Affiliate is a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by the Seller have been duly authorized by all necessary corporate action on the part of the Purchaser Seller. Upon entry of the Approval Order and such Designated Affiliate party thereto. The Purchaser has duly subject to it becoming a Final Order, and validly executed and delivered this Agreement and, on or prior to the Closing, the Purchaser and any Designated Affiliate will have duly and validly executed and delivered each Ancillary Agreement to which it is a party. Assuming assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by the Seller and the other parties theretoPurchaser, this Agreement constitutes, and at the Closing each Ancillary Agreement to which the Purchaser or any Designated Affiliate is a party will constitute, constitute the valid and binding obligation of the Purchaser and any Designated AffiliateSeller, enforceable against the Purchaser and any Designated Affiliate Seller in accordance with its terms, subject to (ai) Laws of general application relating to bankruptcy, insolvency and the relief of debtors and (bii) Laws governing specific performance, injunctive relief and other equitable remedies. (b) Subject to the entry of the Approval Order and such other authorization as may be required by the Bankruptcy Court and assuming the due authorization, execution and delivery of the Ancillary Agreements by the Purchaser and/or the Designated Affiliates and the other parties thereto, (i) the execution, delivery and performance of each Ancillary Agreement and the consummation of the transactions contemplated thereby by the Seller and the Share Selling Affiliate party thereto have been duly authorized by all necessary corporate action on the part of the Seller and the Share Selling Affiliate and (ii) and at the Closing each Ancillary Agreement to which the Seller or the Share Selling Affiliate is a party will constitute the valid and binding obligation of the Seller or the Share Selling Affiliate that is party thereto, enforceable against the Seller or the Share Selling Affiliate in accordance with its terms, subject to (A) Laws of general application relating to bankruptcy, insolvency and the relief of debtors and (B) Laws governing specific performance, injunctive relief and other equitable remedies.

Authority and Enforceability. (a) The Purchaser has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement by the Purchaser have been duly authorized by all necessary action on the part of the Purchaser. The Purchaser has duly and any Designated Affiliate have validly executed and delivered this Agreement. Assuming the due authorization, execution and delivery of this Agreement by the Seller, this Agreement constitutes the valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to (i) Laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) Laws governing specific performance, injunctive relief and other equitable remedies. (b) Each member of the Purchaser Group has all requisite corporate power and authority to execute and deliver each Ancillary Agreement to which it such member of the Purchaser Group is a party and to perform its respective obligations under this Agreement and each such Ancillary Agreement. The execution, delivery and performance of this Agreement and each Ancillary Agreement to which the Purchaser and any Designated Affiliate is a party and the consummation of the transactions contemplated hereby and thereby by the members of the Purchaser Group party thereto have been duly authorized by all necessary action on the part of the members of the Purchaser and such Designated Affiliate party theretoGroup. The Purchaser has duly and validly executed and delivered this Agreement and, on On or prior to the Closing, each member of the Purchaser and any Designated Affiliate Group will have duly and validly executed and delivered each Ancillary Agreement to which it is a party. Assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by the Seller and the other parties thereto, this Agreement constitutes, and at the Closing each Ancillary Agreement to which a member of the Purchaser or any Designated Affiliate Group is a party will constitute, constitute the valid and binding obligation of the member of the Purchaser and any Designated AffiliateGroup that is party thereto, enforceable against such member of the Purchaser and any Designated Affiliate Group in accordance with its terms, subject to (ai) Laws of general application relating to bankruptcy, insolvency and the relief of debtors and (bii) Laws governing specific performance, injunctive relief and other equitable remedies.

Authority and Enforceability. (a) The Purchaser Company has all requisite necessary corporate power and authority to execute and deliver this Agreement, the Escrow Agreement, the Paying Agent Agreement and each document, certificate and other instrument required hereby to be executed and delivered by the Purchaser and any Designated Affiliate have all requisite corporate power and authority to execute and deliver each Ancillary Agreement to which it is a party Company pursuant hereto and to perform its respective obligations under this Agreement hereunder and each such Ancillary Agreementthereunder and to consummate the Acquisition and the other transactions contemplated hereby and thereby. The execution, delivery and performance by the Company of this Agreement, the Escrow Agreement, the Paying Agent Agreement and each Ancillary Agreement document, certificate and other instrument required to which be executed and delivered by the Purchaser and any Designated Affiliate is a party Company pursuant hereto and the consummation by the Company of the Acquisition and the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Purchaser Company. This Agreement, the Escrow Agreement, the Paying Agent Agreement and such Designated Affiliate party thereto. The Purchaser each document, certificate and other instrument required to be executed and delivered by the Company pursuant hereto has been (or will be) duly and validly executed and delivered this Agreement by the Company and, on or prior to the Closing, the Purchaser and any Designated Affiliate will have duly and validly executed and delivered each Ancillary Agreement to which it is a party. Assuming assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by the Seller and the other parties thereto, this Agreement constitutes, and at the Closing each Ancillary Agreement to which the Purchaser constitutes (or any Designated Affiliate is a party will constitute) a legal, the valid and binding obligation of the Purchaser and any Designated AffiliateCompany, enforceable against the Purchaser and any Designated Affiliate Company in accordance with its terms, subject to (a) Laws bankruptcy, insolvency, reorganization or similar laws of general application relating affecting the rights and remedies of creditors, and to bankruptcy, insolvency and the relief of debtors and general equity principles. (b) Laws governing specific performanceThe information furnished by the Company in any document mailed, injunctive relief delivered or otherwise furnished to the Company Shareholders in connection with this Agreement and other equitable remediesthe Acquisition did not contain, and will not contain, at or prior to the Closing, any statement that is inconsistent with the provisions of this Agreement or any untrue statement.

Authority and Enforceability. The (a) Purchaser has all requisite corporate power and authority to execute and deliver this Agreement Agreement, to perform Purchaser’s obligations hereunder and to consummate the transactions contemplated hereby. ▇▇▇▇▇▇▇▇▇ has taken all requisite actions to authorize the execution and delivery of this Agreement, the performance of his obligations hereunder and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by ▇▇▇▇▇▇▇▇▇ and, assuming the due authorization, execution and delivery by each of the other Parties hereto, this Agreement constitutes the valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms. (b) Purchaser and any Designated Affiliate Purchaser’s Affiliates have all requisite corporate power and authority to execute and deliver each the Ancillary Agreement Agreements to which it is Purchaser will be a party party, to perform Purchaser’s obligations thereunder and to perform its respective obligations under this Agreement consummate the transactions contemplated thereby. Purchaser has and each such Purchaser’s Affiliates have taken all requisite corporate or other actions to authorize the execution and delivery of the Ancillary Agreement. The executionAgreements to which Purchaser will be a party, delivery and the performance of this Agreement and each Ancillary Agreement to which the Purchaser and any Designated Affiliate is a party his obligations thereunder and the consummation of the transactions contemplated hereby thereby. Each Ancillary Agreement, if and thereby have been when executed by Purchaser or Purchaser’s Affiliates upon the terms and subject to the conditions set forth in this Agreement, will be duly authorized by all necessary action on the part of the Purchaser and such Designated Affiliate party thereto. The Purchaser has duly and validly executed and delivered this Agreement by Purchaser or Purchaser’s Affiliates, and, on or prior to the Closing, the Purchaser and any Designated Affiliate will have duly and validly executed and delivered each Ancillary Agreement to which it is a party. Assuming assuming the due authorization, execution and delivery by each of this Agreement and the Ancillary Agreements by the Seller and the other parties thereto, this Agreement constitutes, and at the Closing each such Ancillary Agreement to which the Purchaser or any Designated Affiliate is a party will constitute, constitute the valid and binding obligation of the Purchaser and any Designated Affiliateor Purchaser’s Affiliates, enforceable against the Purchaser and any Designated Affiliate or Purchaser’s Affiliates in accordance with its terms, subject to (a) Laws of general application relating to bankruptcy, insolvency and the relief of debtors and (b) Laws governing specific performance, injunctive relief and other equitable remedies.

Authority and Enforceability. (a) The Purchaser Company has all requisite corporate power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and the Purchaser and any Designated Affiliate have all requisite corporate power and authority to execute and deliver each Ancillary Agreement to which it is a party and to perform its respective obligations under this Agreement and each such Ancillary Agreementparty. The execution, delivery and performance of this Agreement and each Ancillary Agreement to which the Purchaser and any Designated Affiliate is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Purchaser and such Designated Affiliate party theretoCompany. The Purchaser Company has duly and validly executed and delivered this Agreement and, on or prior to the Closing, the Purchaser and any Designated Affiliate Company will have duly and validly executed and delivered each Ancillary Agreement to which it is a party. Assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by the Seller and the other parties thereto, this This Agreement constitutes, and at the Closing upon execution and delivery each Ancillary Agreement to which the Purchaser or any Designated Affiliate Company is a party will constitute, the valid and binding obligation of the Purchaser and any Designated AffiliateCompany, enforceable against the Purchaser and any Designated Affiliate Company in accordance with its terms, subject to (a) Laws of general application relating to bankruptcy, insolvency and the relief of debtors and . (b) Laws governing specific performanceEach Contributor has all requisite power, injunctive relief authority and other equitable remediescapacity to execute, deliver and perform its respective obligations under this Agreement and each Ancillary Agreement to which it is a party. The execution, delivery and performance of this Agreement and each Ancillary Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Contributors. Each Contributor has duly and validly executed and delivered this Agreement and, on or prior to the Closing, each Contributor will have duly and validly executed and delivered each Ancillary Agreement to which it is a party. This Agreement constitutes, and upon execution and delivery each Ancillary Agreement to which a Contributor is a party will constitute, the valid and binding obligation of the Contributor that is party thereto, enforceable against such Contributor in accordance with its terms.