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

Authority; Execution and Delivery; Enforceability. (a) Purchaser has the requisite power and authority to execute and deliver this Agreement and the Collateral Agreements to which Purchaser is or will be a party, to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactions. (b) The execution, delivery and performance by Purchaser of this Agreement and the Collateral Agreements to which Purchaser is or will be a party and the consummation by Purchaser of the Contemplated Transactions, have been duly authorized by all necessary limited liability company action on the part of Purchaser, and no other action on the part of Purchaser is or will be necessary to authorize the execution, delivery and performance of this Agreement and the Collateral Agreements to which Purchaser is or will be a party and the Contemplated Transactions. (c) This Agreement has been, and each of the Collateral Agreements to which Purchaser is a party will be, duly executed and delivered by Purchaser. This Agreement constitutes, and each of the Collateral Agreements to which Purchaser is a party will constitute, the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with their terms, except to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and to general equitable principles.

Authority; Execution and Delivery; Enforceability. (a) Each of Purchaser and Purchaser Parent has the requisite full power and authority to execute and deliver this Agreement and the Collateral Agreements to which Purchaser is or will be a party, to perform its obligations hereunder and thereunder party and to consummate the Contemplated Transactions. (b) . The execution, execution and delivery and performance by Purchaser and Purchaser Parent of this Agreement and the Collateral Agreements to which Purchaser or Purchaser Parent is or will be a party and the consummation by Purchaser of the Contemplated Transactions, have been duly authorized by all necessary limited liability company action on the part of Purchasercorporate action, and no other action on the part of Purchaser or Purchaser Parent is or will be necessary to authorize the execution, delivery and performance of this Agreement and the Collateral Agreements to which Purchaser or Purchaser Parent is or will be a party and the Contemplated Transactions. (c) . This Agreement has been, and each of the Collateral Agreements to which Purchaser and Purchaser Parent is a party will be, duly executed and delivered by Purchaserdelivered. This Agreement constitutes, and each of the Collateral Agreements to which Purchaser or Purchaser Parent is a party will constitute, (assuming the legal, valid and binding obligation of Purchasereach Seller thereto) the legal, valid and binding obligation of Purchaser and Purchaser Parent, as applicable, enforceable against Purchaser and Purchaser Parent in accordance with their its terms, except to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and to general equitable principles.

Authority; Execution and Delivery; Enforceability. (a) The Purchaser has the requisite full power and authority to execute execute, deliver and deliver perform this Agreement and the Collateral Ancillary Agreements to which Purchaser it is or will be a party, to perform its obligations hereunder and thereunder party and to consummate the Contemplated Transactions. (b) . The execution, execution and delivery and performance by the Purchaser of this Agreement and the Collateral Ancillary Agreements to which Purchaser it is or will be a party and the consummation by the Purchaser of the Contemplated Transactions, Transactions have been duly authorized by all necessary limited liability company action on the part of Purchaser, and no other action on the part of action. The Purchaser is or will be necessary to authorize the execution, delivery and performance of this Agreement and the Collateral Agreements to which Purchaser is or will be a party and the Contemplated Transactions. (c) This Agreement has been, and each of the Collateral Agreements to which Purchaser is a party will be, duly executed and delivered by Purchaser. This this Agreement and, prior to the Purchase Date, will have duly executed and delivered each Ancillary Agreement to which it is a party, and this Agreement constitutes, and each of the Collateral Agreements Ancillary Agreement to which Purchaser it is a party will will, on and after the Purchase Date, constitute, the legal, its valid and legally binding obligation of Purchaserobligation, enforceable against Purchaser it in accordance with their its respective terms, except to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or moratorium, fraudulent conveyance, fraudulent transfer and other similar laws relating to or affecting the enforcement of creditors’ rights generally and to general equitable principlesprinciples (regardless of whether considered in a proceeding in equity or at law), including concepts of commercial reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief.

Authority; Execution and Delivery; Enforceability. (a) Purchaser The Seller has the requisite full power and authority to execute execute, deliver and deliver perform this Agreement and the Collateral Agreements other agreements and instruments executed and delivered in connection with this Agreement (the “Ancillary Agreements”) to which Purchaser it is or will be a party, to perform its obligations hereunder and thereunder party and to consummate the Contemplated Transactions. (b) . The execution, execution and delivery and performance by Purchaser the Seller of this Agreement and the Collateral Ancillary Agreements to which Purchaser it is or will be a party and the consummation by Purchaser the Seller of the Contemplated Transactions, Transactions have been duly authorized by all necessary limited liability company action on the part of Purchaser, and no other action on the part of Purchaser is or will be necessary to authorize the execution, delivery and performance of this Agreement and the Collateral Agreements to which Purchaser is or will be a party and the Contemplated Transactions. (c) This Agreement partnership action. The Seller has been, and each of the Collateral Agreements to which Purchaser is a party will be, duly executed and delivered by Purchaser. This this Agreement, and prior to the Purchase Date, will have duly executed and delivered each Ancillary Agreement to which it is a party, and this Agreement constitutes, and each of the Collateral Agreements Ancillary Agreement to which Purchaser it is a party will will, on and after the Purchase Date, constitute, the legal, its valid and legally binding obligation of Purchaserobligation, enforceable against Purchaser it in accordance with their its respective terms, except to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or moratorium, fraudulent conveyance, fraudulent transfer and other similar laws relating to or affecting the enforcement of creditors’ rights generally and to general equitable principlesprinciples (regardless of whether considered in a proceeding in equity or at law), including concepts of commercial reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief.

Authority; Execution and Delivery; Enforceability. (a) Purchaser has the The Company possesses all requisite legal right, power and authority to execute execute, deliver and deliver perform this Agreement and the Collateral other Transaction Agreements to which Purchaser it is or will be a party, to perform its obligations hereunder and thereunder party and to consummate the Contemplated Transactions. (b) . The execution, delivery and performance by Purchaser the Company of this Agreement and the Collateral other Transaction Agreements to which Purchaser it is or will be a party and the consummation by Purchaser the Company of the Contemplated Transactions, Transactions have been duly and validly authorized by all necessary requisite limited liability company action on the part of Purchaser, the Company and no other action proceeding on the part of Purchaser the Company is or will be necessary to authorize the execution, delivery and performance of this Agreement and the Collateral other Transaction Agreements to which Purchaser it is or will be a party and or to consummate the Contemplated Transactions. (c) . This Agreement has been, and each of the Collateral other Transaction Agreements to which Purchaser it is or will be a party will upon delivery be, duly executed and delivered by Purchaser. This Agreement constitutesthe Company and, assuming due authorization, execution and delivery by each of the Collateral Agreements to which Purchaser is a party other parties hereto and thereto, constitutes, or will upon such delivery constitute, the legal, valid and binding obligation of Purchaserthe Company, enforceable against Purchaser in accordance with their its terms, except to the extent that their enforceability as such enforcement may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws of general application affecting the enforcement of creditors’ rights generally and to general equitable principlesor by principles of equity (the “Enforceability Exceptions”).

Authority; Execution and Delivery; Enforceability. (a) Purchaser Seller has the requisite full corporate power and authority to execute and deliver this Agreement and each member of the Collateral Seller Group has full corporate or limited liability company power and authority (as applicable) to execute the Ancillary Agreements to which Purchaser it is, or is or will be specified to be, a party, to perform its obligations hereunder and thereunder party and to consummate the Contemplated Transactions. (b) Acquisition and the other transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Purchaser Seller of this Agreement and by each member of the Collateral Seller Group of the Ancillary Agreements to which Purchaser it is, or is or will be specified to be, a party and the consummation by Purchaser Seller of the Contemplated Transactions, Acquisition and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or limited liability company action on the part of Purchaser, and no other action on the part of Purchaser is or will be necessary to authorize the execution, delivery and performance of this Agreement and the Collateral Agreements to which Purchaser is or will be a party and the Contemplated Transactions. (c) This Agreement as applicable). Seller has been, and each of the Collateral Agreements to which Purchaser is a party will be, duly executed and delivered by Purchaser. This this Agreement and prior to the Closing each member of the Seller Group will have duly executed and delivered each Ancillary Agreement to which it is, or is specified to be, a party, and this Agreement constitutes, and each of the Collateral Agreements Ancillary Agreement to which Purchaser it is, or is specified to be, a party will after the Closing constitute, the its legal, valid and binding obligation of Purchaserobligation, enforceable against Purchaser it in accordance with their terms, its terms except to as the extent that their enforceability same may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and to general equitable principlesprinciples regardless of whether such enforceability is considered in a proceeding at law or in equity.

Authority; Execution and Delivery; Enforceability. (a) Purchaser has the requisite full limited liability company power and authority to execute and deliver this Agreement and the Collateral Ancillary Agreements to which Purchaser it is or will be a party, to perform its obligations hereunder and thereunder party and to consummate the Contemplated Transactions. (b) . The execution, execution and delivery and performance by Purchaser of this Agreement and the Collateral Ancillary Agreements to which Purchaser it is or will be a party and the consummation by Purchaser of the Contemplated Transactions, Transactions have been duly authorized by all necessary limited liability company action on action. No votes of holders of the part of Purchaser, and no other action on the part of equity interests (or any class or series thereof) in Purchaser is or will be necessary to approve and authorize this Agreement, the execution, delivery and performance of this Agreement and the Collateral Agreements to which Purchaser is or will be a party and the Contemplated Transactions. (c) This Agreement has been, and each of the Collateral Ancillary Agreements to which Purchaser is a party will beor the Transactions, other than any such votes, authorizations or approvals that have been obtained and are in effect. Purchaser has duly executed and delivered by Purchaserthis Agreement and each Ancillary Agreement to which it is a party and which is to be executed and delivered at the Initial Closing. This Agreement constitutes, constitutes and each of the Collateral Agreements to which Purchaser Ancillary Agreement when it is a party executed and delivered as provided herein will constitute, the Purchaser’s legal, valid and binding obligation of Purchaserobligation, enforceable against Purchaser it in accordance with their its terms, except to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and to general equitable principles.

Authority; Execution and Delivery; Enforceability. (a%3) Purchaser has the all requisite power and authority to execute and deliver this Agreement and the Collateral Agreements each Transaction Document to which Purchaser it is or will is contemplated to be a party, to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactions. (b) . The execution, delivery and performance by Purchaser of this Agreement and the Collateral Agreements each Transaction Document to which Purchaser it is or will is contemplated to be a party and the consummation by Purchaser of the Contemplated Transactions, Transactions have been duly authorized by all necessary limited liability company action on the part Board of Directors of Purchaser, and no other corporate action or proceeding on the part of Purchaser is or will be necessary to authorize the execution, delivery and performance of this Agreement and Transaction Documents or the Collateral Agreements to which Purchaser is or will be a party and the Contemplated Transactions. (c) This Agreement has been, and each consummation of the Collateral Agreements to which Transactions. Purchaser is a party will be, has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by Seller, this Agreement constitutes Purchaser. This Agreement constitutes, and each of the Collateral Agreements to which Purchaser is a party will constitute, the ’s legal, valid and binding obligation of Purchaserobligation, enforceable against Purchaser in accordance with their terms, its terms (except to the extent that their insofar as such enforceability may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws affecting the enforcement of creditors’ rights generally or by principles governing the availability of equitable remedies). Prior to the Closing, Purchaser will have duly executed and delivered each other Transaction Document to general which it is or is contemplated to be a party, and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the availability of equitable principlesremedies).

Authority; Execution and Delivery; Enforceability. (a) Purchaser Seller has the all requisite corporate or entity power and authority to execute and deliver this Agreement and each of the Collateral Agreements Related Documents to which Purchaser is or it will be a party, to perform its obligations hereunder and thereunder Party and to consummate the Contemplated Transactions. (b) transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Purchaser Seller of this Agreement and has been and, in the Collateral Agreements case of the Related Documents to which Purchaser is or it will be a party Party, will be when delivered, and the consummation by Purchaser of the Contemplated Transactionstransactions contemplated hereby has been and the consummation of the transactions contemplated by the Related Documents to which it will be a Party will be when delivered, have been duly authorized by all necessary limited liability company action on the part requisite actions of Purchaser, and no other action on the part of Purchaser is or will be necessary to authorize the execution, delivery and performance of this Agreement and the Collateral Agreements to which Purchaser is or will be a party and the Contemplated Transactions. (c) Seller. This Agreement has been, and each of the Collateral Agreements to which Purchaser is a party such Related Document will be, duly and validly executed and delivered by Purchaser. This Agreement Seller and, assuming due authorization and execution by each other party hereto and thereto, constitutes, and each of the Collateral Agreements to which Purchaser is a party or will constitute, the as applicable, a legal, valid and binding obligation of Purchasersuch Seller, enforceable against Purchaser such Seller in accordance with their its terms, except to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other and similar laws Laws affecting the enforcement of creditors’ rights generally and subject, as to enforceability, to general equitable principlesprinciples of equity (regardless of whether enforceability is considered in a proceeding at law or equity) (collectively, the “Enforceability Exceptions”).

Authority; Execution and Delivery; Enforceability. (a) Purchaser The Company has the requisite full power and authority to execute and deliver this Agreement and the Collateral Ancillary Agreements to which Purchaser it is a party or will be is to become a party, to perform and comply with each of its obligations hereunder under this Agreement and thereunder such Ancillary Agreements and to consummate the Contemplated Transactions. (b) The execution. Assuming concurrent delivery of the Company Member Consents, the execution and delivery by the Company hereof and thereof, the performance and compliance by Purchaser the Company with each of this Agreement its obligations herein and the Collateral Agreements to which Purchaser is or will be a party therein and the consummation by Purchaser the Company of the Contemplated Transactions, Transactions have been duly authorized by all necessary limited liability company action on the part of Purchaserthe Company. The Company has duly executed and delivered this Agreement and the Ancillary Agreements to be entered into as of the date of this Agreement to which it is a party and, assuming the due authorization, execution and no other action on the part of Purchaser is or will be necessary to authorize the execution, delivery by ▇▇▇▇▇▇ and performance Merger Sub of this Agreement and the Collateral Ancillary Agreements to which Purchaser is or will be a party and the Contemplated Transactions. (c) This Agreement has been, and each of the Collateral Agreements to which Purchaser it is a party will beparty, duly executed this Agreement and delivered by Purchaser. This Agreement constitutes, and each of the Collateral such Ancillary Agreements to which Purchaser is constitute a party will constitute, the legal, valid and binding obligation of Purchaserthe Company, enforceable against Purchaser it in accordance with their its terms, except to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws as limited by Laws affecting the enforcement of creditors’ rights generally and to generally, by general equitable principlesprinciples or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought. (b) The only vote of the Company necessary to approve this Agreement, the Ancillary Agreements to which it is a party, the Merger and the other Transactions is the approval of this Agreement by the Manager and the Company Members, which Company Member Consents have been provided in the Letter Agreement with the Company Members.

Authority; Execution and Delivery; Enforceability. (a) Purchaser Seller has the requisite corporate power and authority to execute and deliver this Agreement and the Collateral Agreements other agreements and instruments to be executed and delivered in connection with this Agreement (the “Ancillary Agreements”) to which Purchaser it is or will be a party, to perform its obligations hereunder and thereunder party and to consummate the Contemplated Transactions. transactions contemplated to be consummated by it pursuant to this Agreement and such Ancillary Agreements. Seller has taken all corporate action (bincluding any shareholder action) The execution, required by its certificate of incorporation and by-laws to authorize the execution and delivery and performance by Purchaser of this Agreement and the Collateral Ancillary Agreements to which Purchaser is or it will be a party and the consummation by Purchaser of the Contemplated Transactions, have been duly authorized by all necessary limited liability company action on the part of Purchaser, and no other action on the part of Purchaser is or will be necessary to authorize the execution, delivery and performance consummation of the transactions contemplated to be consummated by it by this Agreement and the Collateral Agreements to which Purchaser is or will be a party and the Contemplated Transactions. (c) This Agreement such Ancillary Agreements. Seller has been, and each of the Collateral Agreements to which Purchaser is a party will be, duly executed and delivered by Purchaserthis Agreement and, prior to the Closing, will have duly executed and delivered each Ancillary Agreement to which it will be a party. This Agreement constitutes, and each of the Collateral Agreements Ancillary Agreement to which Purchaser is it will be a party will after the Closing constitute, the its legal, valid and binding obligation of Purchaserobligation, enforceable against Purchaser it in accordance with their its terms, except subject, as to the extent that their enforceability may be subject enforcement, to applicable bankruptcy, insolvency, moratorium, reorganization, moratorium fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally and to general equitable principlesprinciples (whether considered in a proceeding in equity or at law).

Authority; Execution and Delivery; Enforceability. (a) Purchaser The Company has the all requisite corporate power and authority to execute and deliver this Agreement and each of the Collateral Agreements Related Documents to which Purchaser is or will be a party, to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactions. (b) The execution, delivery and performance by Purchaser of this Agreement and the Collateral Agreements to which Purchaser is or it will be a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Company of this Agreement has been, and in the case of the Related Documents to which it will be a party will be when delivered, and the consummation by Purchaser of the Contemplated Transactionstransactions contemplated hereby has been, have been and the consummation of the transactions contemplated by the Related Documents to which it will be a party will be when delivered, duly authorized by all necessary limited liability company requisite corporate action on the part of Purchaser, and no other action on the part of Purchaser is or will be necessary to authorize the execution, delivery and performance of this Agreement and the Collateral Agreements to which Purchaser is or will be a party and the Contemplated Transactions. (c) Company. This Agreement has been, and upon its execution and delivery each of the Collateral Agreements Related Documents to which Purchaser is the Company will be a party will be, duly and validly executed and delivered by Purchaserthe Company. This Agreement constitutes, and upon its execution and delivery each of the Collateral Agreements Related Documents to which Purchaser is the Company will be a party will constitute, assuming that this Agreement and each of the legalRelated Documents to which Purchaser will be a party have been duly authorized, executed and delivered by Purchaser, a valid and binding obligation of Purchaserthe Company, enforceable against Purchaser it in accordance with their its terms, except to the extent that their enforceability may be in each case subject to applicable bankruptcy, insolvency, reorganization, moratorium or other and similar laws Laws affecting the enforcement of creditors’ rights and remedies generally and subject to general equitable principlesprinciples of equity (regardless of whether enforceability is considered in a proceeding at law or equity).

Authority; Execution and Delivery; Enforceability. (a) Purchaser AmBev has the requisite full power and authority to execute and deliver this Agreement, the Shareholders Agreement, the Stock Purchase Agreement, the AmBev Shareholders Agreements, the Registration Rights Agreement, the License Agreement, the Distribution Agreement and the Collateral Agreements other agreements and instruments to be executed and delivered in connection with or as contemplated by this Agreement or such other agreements or instruments (collectively, the "Operative Agreements") to which Purchaser it is, or is or will be specified to be, a party, to perform its obligations hereunder and thereunder party and to consummate the Contemplated Transactions. (b) . The execution, execution and delivery and performance by Purchaser AmBev of this Agreement and the Collateral other Operative Agreements to which Purchaser it is, or is or will be specified to be, a party and the consummation by Purchaser AmBev of the Contemplated Transactions, Transactions have been duly authorized by all necessary limited liability company action on the part of Purchaser, and no other action on the part of Purchaser is or will be necessary to authorize the execution, delivery and performance of this Agreement and the Collateral Agreements to which Purchaser is or will be a party and the Contemplated Transactions. (c) This Agreement corporate action. AmBev has been, and each of the Collateral Agreements to which Purchaser is a party will be, duly executed and delivered by Purchaser. This this Agreement and on or prior to the Closing will have duly executed and delivered each other Operative Agreement specified to be delivered on or before the Closing to which it is, or is specified to be, a party, and this Agreement constitutes, and each of the Collateral Agreements other Operative Agreement to which Purchaser it is, or is specified to be, a party will as of the Closing constitute, the its legal, valid and binding obligation of Purchaserobligation, enforceable against Purchaser it in accordance with their its terms, except subject to the extent that their enforceability may be subject to effects of applicable bankruptcy, insolvency, reorganization, moratorium or other insolvency and similar laws affecting the enforcement of creditors’ ' rights generally and to equitable principles of general equitable principlesapplicability.

Authority; Execution and Delivery; Enforceability. (a) Such Purchaser Party has the requisite full power and authority to execute and deliver this Agreement and the Collateral Ancillary Agreements to which Purchaser it is, or is or will be specified to be, a party, to perform its obligations hereunder and thereunder party and to consummate the Contemplated Transactions. (b) Acquisition and the other transactions contemplated hereby and thereby. The execution, execution and delivery and performance by such Purchaser Party of this Agreement and the Collateral Ancillary Agreements to which Purchaser it is, or is or will be specified to be, a party and the consummation by such Purchaser Party of the Contemplated Transactions, Acquisition and the other transactions contemplated hereby and thereby have been duly authorized by all necessary limited liability company action on the part of Purchaser, and no other action on the part of corporate action. Such Purchaser is or will be necessary to authorize the execution, delivery and performance of this Agreement and the Collateral Agreements to which Purchaser is or will be a party and the Contemplated Transactions. (c) This Agreement Party has been, and each of the Collateral Agreements to which Purchaser is a party will be, duly executed and delivered by Purchaser. This this Agreement and prior to the Closing shall have duly executed and delivered each Ancillary Agreement to which it is, or is specified to be, a party, and this Agreement constitutes, and each of the Collateral Agreements Ancillary Agreement to which Purchaser it is, or is specified to be, a party will shall after the Closing constitute, the its legal, valid and binding obligation of Purchaserobligation, enforceable against Purchaser it in accordance with their its terms, except to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance and other Applicable Laws relating to or other similar laws affecting the enforcement of creditors’ rights generally and to general equitable principles.

Authority; Execution and Delivery; Enforceability. (a) Purchaser The Partnership has the all requisite limited partnership power and authority to execute and deliver this Agreement and each of the Collateral other Transaction Agreements to which Purchaser it is, or is or will be specified to be, a party, to perform its obligations hereunder and thereunder party and to consummate the Contemplated Transactions. (b) transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Purchaser the Partnership of this Agreement and the Collateral other Transaction Agreements to which Purchaser it is, or is or will be specified to be, a party party, and the consummation by Purchaser the Partnership of the Contemplated Transactions, transactions contemplated hereby and thereby have been duly authorized by all necessary limited liability company partnership action on the part of Purchaser, and no other action on the part of Purchaser is or will be necessary to authorize the execution, delivery and performance of this Agreement and the Collateral Agreements to which Purchaser is or will be a party and the Contemplated Transactions. (c) This Agreement Partnership. The Partnership has been, and each of the Collateral Agreements to which Purchaser is a party will be, duly executed and delivered this Agreement, and prior to or as of the Closing will have duly executed and delivered each other agreement and instrument contemplated hereby to which it is, or is specified to be, a party, and (assuming the due authorization, execution and delivery by Purchaser. This the Parties other than the Partnership) this Agreement constitutes, and each of the Collateral Agreements other agreement and instrument contemplated hereby to which Purchaser it is, or is specified to be, a party will after the Closing constitute, the its legal, valid and binding obligation of Purchaserobligation, enforceable against Purchaser it in accordance with their its terms, except to the extent that their enforceability may be subject to limited by applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar laws Laws affecting the enforcement of creditors’ rights generally and to by general equitable principlesprinciples of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity.

Authority; Execution and Delivery; Enforceability. (a) Purchaser has the requisite full corporate power and authority to execute and deliver this Agreement and the Collateral Ancillary Agreements to which Purchaser it is, or is or will be specified to be, a party, to perform its obligations hereunder and thereunder party and to consummate the Contemplated Transactions. (b) Acquisition and the other transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Purchaser of this Agreement and the Collateral Ancillary Agreements to which Purchaser it is, or is or will be specified to be, a party and the consummation by Purchaser of the Contemplated Transactions, Acquisition and the other transactions contemplated hereby and thereby have been duly authorized by all necessary limited liability company corporate action on the part of Purchaser, and no other action corporate proceedings on the part of Purchaser is or will be are necessary to authorize this Agreement and the executionAncillary Agreements or the consummation of the Acquisition and the other transactions contemplated hereby or thereby. Purchaser has duly executed and delivered this Agreement and prior to the Closing will have duly executed and delivered each Ancillary Agreement to which it is, or is specified to be, a party, and, assuming the due execution and delivery and performance of this Agreement and each Ancillary Agreement by the Collateral Agreements to which Purchaser is or will be a party other parties hereto and the Contemplated Transactions. (c) This Agreement has beenthereto, and each of the Collateral Agreements to which Purchaser is a party will be, duly executed and delivered by Purchaser. This this Agreement constitutes, and each of the Collateral Agreements Ancillary Agreement to which Purchaser it is, or is specified to be, a party will after the Closing constitute, the its legal, valid and binding obligation of Purchaserobligation, enforceable against Purchaser it in accordance with their its terms, except to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting the enforcement of relating to creditors’ rights generally and to general equitable principlesprinciples of equity.

Authority; Execution and Delivery; Enforceability. (a) Purchaser has the requisite power and authority to execute and deliver this Agreement and the Collateral Agreements to which Purchaser is or will be a party, to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactions. (b) The execution, delivery and performance by Purchaser Parent of this Agreement and the Collateral Agreements to which Purchaser is or will be a party and the consummation by Purchaser Parent of the Contemplated Transactions, transactions contemplated hereby have been duly authorized by all necessary limited liability company action on corporate or other organizational action. Parent has duly executed and delivered this Agreement, and this Agreement, assuming the part due authorization, execution and delivery of this Agreement by Purchaser, constitutes its legal, valid and no binding obligation, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other action on Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a Proceeding in equity or at Law) (the part of Purchaser is or will be necessary to authorize the “Bankruptcy Exceptions”). The execution, delivery and performance by each of this Agreement Parent and the Collateral Agreements Seller of each other Transaction Agreement to which Purchaser it is or will be a party and the Contemplated Transactions. (c) This Agreement has consummation by each of Parent and the Seller of the Transactions have been, or will be at the Closing, duly authorized by all necessary corporate or other organizational action. Each of Parent and each of the Collateral Agreements to which Purchaser is a party Seller has, or will behave at the Closing, duly executed and delivered by Purchaser. This each other Transaction Agreement constitutesto which it is or will be party, and each such Transaction Agreement, assuming the due authorization, execution and delivery of the Collateral Agreements to which each such Transaction Agreement by Purchaser is a party and its Affiliates, as applicable, constitutes or will constitute, the constitute its legal, valid and binding obligation of Purchaserobligation, enforceable against Purchaser it in accordance with their its terms, except subject to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and to general equitable principlesBankruptcy Exceptions.

Authority; Execution and Delivery; Enforceability. (a) Purchaser has the requisite power and authority to execute and deliver this Agreement and the Collateral Agreements to which Purchaser is or will be a party, to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactions. (b) The execution, delivery and performance by each of Purchaser and Guarantor of this Agreement and the Collateral Agreements to which Purchaser is or will be a party and the consummation by each of Purchaser and Guarantor of the Contemplated Transactions, transactions contemplated hereby have been duly authorized by all necessary limited liability company action on the part corporate or other organizational action. Each of PurchaserPurchaser and Guarantor has duly executed and delivered this Agreement, and no other action on this Agreement, assuming the part due authorization, execution and delivery of Purchaser is or will be necessary this Agreement by Seller, constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to authorize the Bankruptcy Exceptions. The execution, delivery and performance by each of this Purchaser and Guarantor or an Affiliate of Purchaser or Guarantor, respectively, of each other Transaction Agreement and the Collateral Agreements to which Purchaser it is or will be a party and the Contemplated Transactions. (c) This Agreement has consummation by each of Purchaser and Guarantor or an Affiliate of Purchaser or Guarantor, respectively, of the Transactions have been, and each or will be at the Closing, duly authorized by all necessary corporate or other organizational action. Purchaser or an Affiliate of Purchaser has, or will have at the Collateral Agreements to which Purchaser is a party will beClosing, duly executed and delivered by Purchaser. This each other Transaction Agreement constitutesto which it is or will be party, and each such Transaction Agreement, assuming the due authorization, execution and delivery of the Collateral Agreements to which Purchaser is a party each such Transaction Agreement by Seller, constitutes or will constitute, the constitute its legal, valid and binding obligation of Purchaserobligation, enforceable against Purchaser it in accordance with their its terms, except subject to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and to general equitable principlesBankruptcy Exceptions.

Authority; Execution and Delivery; Enforceability. (a) Purchaser Each Seller has the requisite corporate power and authority to execute and deliver this Agreement and the Collateral Ancillary Agreements to which Purchaser is or it will be a party, to perform its obligations hereunder and thereunder party and to consummate the Contemplated Transactions. . Each Seller has taken all corporate action required pursuant to its organizational documents and applicable Law to authorize (ba) The execution, the execution and delivery and performance by Purchaser of this Agreement and (b) subject only to either (i) consummation of the Collateral Reverse Merger or (ii) receipt of the Requisite Shareholder Approval, the execution and delivery of each of the Ancillary Agreements to which Purchaser is or it will be a party and the consummation by Purchaser of the Contemplated Transactions, have been duly authorized by all necessary limited liability company action on the part of Purchaser, and no other action on the part of Purchaser is or will be necessary to authorize the execution, delivery and performance of this Agreement and the Collateral Agreements to which Purchaser is or will be a party and the Contemplated Transactions. (c) This Agreement . Each Seller has been, and each of the Collateral Agreements to which Purchaser is a party will be, duly executed and delivered this Agreement and, prior to the Closing, each Seller will have duly executed and delivered each Ancillary Agreement to which it will be a party, and (assuming the due authorization, execution and delivery by Purchaser. This the other parties thereto) this Agreement constitutes, and each and, as of the Collateral Agreements to which Purchaser is a party Closing, each such Ancillary Agreement will as of the Closing constitute, the its legal, valid and binding obligation of Purchaserobligation, enforceable against Purchaser it in accordance with their terms, its terms (except to the extent that their insofar as such enforceability may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws affecting the enforcement of creditors’ rights generally and to general or by principles governing the availability of equitable principlesremedies).

Authority; Execution and Delivery; Enforceability. (a) Purchaser The Seller has the requisite full corporate power and corporate authority to execute and deliver this Agreement and the Collateral Agreements other agreements and instruments, if applicable, to be executed and delivered in connection with this Agreement (the "Ancillary Agreements") to which Purchaser it is or will be a party, to perform its obligations hereunder and thereunder party and to consummate the Contemplated Transactions. (b) transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements. The execution, Seller has taken all corporate action required by its relevant organizational documents to authorize the execution and delivery and performance by Purchaser of this Agreement and the Collateral Ancillary Agreements to which Purchaser it is or will be a party and the consummation by Purchaser of the Contemplated Transactions, have been duly authorized by all necessary limited liability company action on the part of Purchaser, and no other action on the part of Purchaser is or will be necessary to authorize the execution, delivery and performance consummation of this Agreement the Acquisition and the Collateral Agreements other transactions contemplated hereby and thereby (subject to which Purchaser is or will be a party and the Contemplated Transactions. fact that Seller's Board of Directors had no incumbent "Enrollee Representatives" (cas defined in Seller's By-laws) This Agreement when the Board took such action). The Seller has been, and each of the Collateral Agreements to which Purchaser is a party will be, duly executed and delivered by Purchaser. This this Agreement and on the Closing will have duly executed and delivered each Ancillary Agreement to which it is a party, and this Agreement constitutes, and each of the Collateral Agreements Ancillary Agreement to which Purchaser Seller is a party will after the Closing constitute, the its legal, valid and binding obligation of Purchaserobligation, enforceable against Purchaser it in accordance with their termsits terms subject, except as to the extent that their enforceability may be subject enforcement, to applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or other similar laws affecting the enforcement of creditors’ ' rights generally and to general equitable principlesprinciples (whether considered in an action at law or in equity).

Authority; Execution and Delivery; Enforceability. (a) Purchaser The Buyer has the requisite full limited liability company power and authority to execute and deliver this Agreement and the Collateral Ancillary Agreements to which Purchaser it is or will be a party, to perform its obligations hereunder and thereunder party and to consummate the Contemplated Transactions. (b) transactions contemplated by this Agreement and the other transactions contemplated hereby and thereby. The execution, Buyer has taken all limited liability company action required by its organizational documents to authorize the execution and delivery and performance by Purchaser of this Agreement and the Collateral Ancillary Agreements to which Purchaser it is or will be a party and the consummation by Purchaser of the Contemplated Transactions, have been duly authorized by all necessary limited liability company action on the part of Purchaser, and no other action on the part of Purchaser is or will be necessary to authorize the execution, delivery and performance consummation of the transactions contemplated by this Agreement and the Collateral Agreements to which Purchaser is or will be a party other transactions contemplated hereby and the Contemplated Transactions. (c) This Agreement thereby. The Buyer has been, and each of the Collateral Agreements to which Purchaser is a party will be, duly executed and delivered by Purchaser. This this Agreement and prior to the Closing will have duly executed and delivered each Ancillary Agreement to which it is a party, and this Agreement constitutes, and each of the Collateral Agreements Ancillary Agreement to which Purchaser it is a party will after the Closing constitute, the its legal, valid and binding obligation of Purchaserobligation, enforceable against Purchaser it in accordance with their termsits terms subject, except as to the extent that their enforceability may be subject enforcement, to applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or other similar laws affecting the enforcement of creditors’ rights generally and to general equitable principlesprinciples (whether considered in an action at law or in equity).

Authority; Execution and Delivery; Enforceability. (a) Purchaser Each Seller has the requisite full Entity power and authority to execute and deliver this Agreement and the Collateral Agreements to which Purchaser such Seller is or will be a party, to perform its obligations hereunder and thereunder party and to consummate the Contemplated Transactions. (b) The execution, Transactions and the execution and delivery and performance by Purchaser Seller of this Agreement and the Collateral Agreements to which Purchaser such Seller is or will be a party party, and the consummation by Purchaser such Seller of the Contemplated Transactions, have been duly authorized by all necessary limited liability company action on the part of Purchasersuch Seller, and no other action on the part of Purchaser such Seller is or will be necessary to authorize the execution, delivery and performance of this Agreement and the Collateral Agreements to which Purchaser such Seller is or will be a party and to consummate the Contemplated Transactions. (c) . This Agreement has beenAgreement, and each of the Collateral Agreements to which Purchaser such Seller is or will be a party party, has been or will be, be duly executed and delivered by Purchaser. delivered. (b) This Agreement constitutesAgreement, and each of the Collateral Agreements to which Purchaser any Seller is or will be a party will constituteparty, constitute the legal, valid and binding obligation of Purchasersuch Seller, enforceable against Purchaser such Seller in accordance with their its terms, except to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and to general equitable principles.

Authority; Execution and Delivery; Enforceability. (a) Purchaser Subject to receipt of the Stockholder Approval, the Company has the requisite full Entity power and authority to execute and deliver this Agreement and the other Collateral Agreements to which Purchaser it is or will be a party, to perform its obligations hereunder and thereunder party and to consummate the Contemplated Transactions. (b) The executionSubject to receipt of Stockholder Approval, the execution and delivery and performance by Purchaser the Company of this Agreement and the other Collateral Agreements to which Purchaser it is or will be a party and the consummation by Purchaser of the Contemplated Transactions, have been duly authorized by all necessary limited liability company Entity action on the part of Purchaserthe Company, and no other action on the part of Purchaser the Company is or will be necessary to authorize the execution, delivery and performance of this Agreement and the other Collateral Agreements to which Purchaser it is or will be a party and the Contemplated TransactionsTransactions (other than the filing of the Certificate of Merger with the Secretary of State as required by the DGCL). (c) This Agreement has been, and each of the other Collateral Agreements to which Purchaser the Company is or will be a party will behave been, duly executed and delivered by Purchaserthe Company. This Agreement, and the other Collateral Agreements to which the Company is or will be a party will, assuming due authorization, execution and delivery of this Agreement constitutes, and each of the other Collateral Agreements to which Purchaser is a party will constituteby each of the other parties thereto, constitute the legal, valid and binding obligation of Purchaserthe Company, enforceable against Purchaser it in accordance with their its terms, except to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and to general equitable principles.

Authority; Execution and Delivery; Enforceability. (a) Purchaser Shareholder has the all requisite power and authority to execute and deliver this Agreement and each of the Collateral Agreements Related Documents to which Purchaser Shareholder is or will be a party, to perform its obligations hereunder and thereunder party and to consummate the Contemplated Transactions. (b) transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Purchaser Shareholder of this Agreement has been, and in the Collateral Agreements case of the Related Documents to which Purchaser is or Shareholder will be a party will be when delivered, and the consummation by Purchaser of the Contemplated Transactionstransactions contemplated hereby has been, have been and the consummation of the transactions contemplated by the Related Documents to which Shareholder will be a party will be when delivered, duly authorized by all necessary limited liability company requisite action on the part of Purchaser, and no other action on the part of Purchaser is or will be necessary to authorize the execution, delivery and performance of this Agreement and the Collateral Agreements to which Purchaser is or will be a party and the Contemplated Transactions. (c) Shareholder. This Agreement has been, and upon its execution and delivery each of the Collateral Agreements Related Documents to which Purchaser is Shareholder will be a party will be, duly and validly executed and delivered by PurchaserShareholder. This Agreement constitutes, and upon its execution and delivery each of the Collateral Agreements Related Documents to which Purchaser is Shareholder will be a party will constitute, assuming that this Agreement and each of the legalRelated Documents to which the Parent or Merger Sub, as applicable will be a party have been duly authorized, executed and delivered by the Parent and/or Merger Sub, as applicable, a valid and binding obligation of PurchaserShareholder, enforceable against Purchaser Shareholder in accordance with their its terms, except to the extent that their enforceability may be in each case subject to applicable bankruptcy, insolvency, reorganization, moratorium or other and similar laws Laws affecting the enforcement of creditors’ rights and remedies generally and subject to general equitable principlesprinciples of equity (regardless of whether enforceability is considered in a proceeding at law or equity).

Authority; Execution and Delivery; Enforceability. (ai) Purchaser has the all requisite limited liability company power and authority to execute and deliver this Agreement and the Collateral Agreements other Transaction Documents to which Purchaser it is or will be a partyparty to, to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactionstransactions contemplated hereby and thereby. (bii) The execution, execution and delivery and performance by Purchaser of this Agreement and the Collateral Agreements other Transaction Documents to which Purchaser it is or will be a party to and the consummation by Purchaser of the Contemplated Transactionstransactions contemplated hereby and thereby have, have or at Closing will have, been duly authorized by all necessary limited liability company action on the part of by Purchaser, and no . (iii) No other action limited liability company proceedings on the part of Purchaser is or will be necessary to authorize the executionauthorize, delivery and performance of adopt or approve this Agreement and or the Collateral Agreements other Transaction Documents to which Purchaser it is or will be a party and or to consummate the Contemplated Transactionstransactions contemplated hereby or thereby. (civ) This Agreement has beenPurchaser has, and each of the Collateral Agreements to which Purchaser is a party or at Closing will behave, duly executed and delivered by Purchaser. This this Agreement constitutes, and each of the Collateral Agreements other Transaction Documents to which Purchaser it is a party and, assuming the due authorization, execution and delivery by the other parties thereto, each of this Agreement and such other Transaction Documents constitutes, or will constitute, the a legal, valid and binding obligation of Purchaserobligation, enforceable against Purchaser in accordance with their its terms, except to the extent that their enforceability as enforcement may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws Laws affecting the enforcement of creditors’ rights generally and to by general equitable principlesprinciples of equity.

Authority; Execution and Delivery; Enforceability. (a) Purchaser has the all requisite power and authority to execute and deliver this Agreement and the Collateral Agreements each Transaction Document to which Purchaser it is or will is contemplated to be a party, to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactions. (b) . The execution, delivery and performance by Purchaser of this Agreement and the Collateral Agreements each Transaction Document to which Purchaser it is or will is contemplated to be a party and the consummation by Purchaser of the Contemplated Transactions, Transactions have been duly authorized by all necessary limited liability company requisite corporate action on the part of Purchaser, and no other action on the part of . Purchaser is or will be necessary to authorize the execution, delivery and performance of this Agreement and the Collateral Agreements to which Purchaser is or will be a party and the Contemplated Transactions. (c) This Agreement has been, and each of the Collateral Agreements to which Purchaser is a party will be, duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by Purchaser. This the other parties hereto, this Agreement constitutes, and each of the Collateral Agreements to which Purchaser is a party will constitute, the constitutes its legal, valid and binding obligation of Purchaserobligation, enforceable against Purchaser in accordance with their terms, its terms (except to the extent that their insofar as such enforceability may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws affecting the enforcement of creditors’ rights generally generally, or by principles governing the availability of equitable remedies). At or prior to the Closing, Purchaser will have duly executed and delivered each other Transaction Document to general which it is or is contemplated to be a party, and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, or by principles governing the availability of equitable principlesremedies).

Authority; Execution and Delivery; Enforceability. (a) Purchaser The Company has the all requisite power and authority to execute and deliver this Agreement and each of the Collateral Agreements Related Documents to which Purchaser the Company is or will be a party, to perform its obligations hereunder and thereunder party and to consummate the Contemplated Transactions. (b) transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Purchaser the Company of this Agreement has been, and in the Collateral Agreements case of the Related Documents to which Purchaser is or the Company will be a party will be when delivered, and the consummation by Purchaser of the Contemplated Transactionstransactions contemplated hereby has been, have been and the consummation of the transactions contemplated by the Related Documents to which the Company will be a party will be when delivered, duly authorized by all necessary limited liability company requisite action on the part of Purchaser, and no other action on the part of Purchaser is or will be necessary to authorize the execution, delivery and performance of this Agreement and the Collateral Agreements to which Purchaser is or will be a party and the Contemplated Transactions. (c) Company. This Agreement has been, and upon its execution and delivery each of the Collateral Agreements Related Documents to which Purchaser is the Company will be a party will be, duly and validly executed and delivered by Purchaserthe Company. This Agreement constitutes, and upon its execution and delivery each of the Collateral Agreements Related Documents to which Purchaser is the Company will be a party will constitute, assuming that this Agreement and each of the legalRelated Documents to which the Purchaser will be a party have been duly authorized, executed and delivered by the Company, a valid and binding obligation of Purchaserthe Company, enforceable against Purchaser the Company in accordance with their its terms, except to the extent that their enforceability may be in each case subject to applicable bankruptcy, insolvency, reorganization, moratorium or other and similar laws Laws affecting the enforcement of creditors’ rights and remedies generally and subject to general equitable principlesprinciples of equity (regardless of whether enforceability is considered in a proceeding at law or equity).

Authority; Execution and Delivery; Enforceability. (a) Purchaser has the requisite full Entity power and authority to execute and deliver this Agreement and the Collateral Agreements to which Purchaser is or will be a party, to perform its obligations hereunder and thereunder party and to consummate the Contemplated Transactions. (b) . The execution, execution and delivery and performance by Purchaser of this Agreement and the Collateral Agreements to which Purchaser is or will be a party and the consummation by Purchaser of the Contemplated Transactions, have been duly authorized by all necessary limited liability company action on the part of PurchaserEntity action, and no other action on the part of Purchaser is or will be necessary to authorize the execution, delivery and performance of this Agreement and the Collateral Agreements to which Purchaser is or will be a party and the Contemplated Transactions. (cb) This Agreement has beenand each of the Collateral Agreements to which Purchaser is or will be a party have been or will be duly executed and delivered with this Agreement. This Agreement, and each of the Collateral Agreements to which Purchaser is or will be a party will beparty, duly executed and delivered by Purchaser. This Agreement constitutes, and each of the Collateral Agreements to which Purchaser is a party will constitute, constitute the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with their its terms, except to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and to general equitable principles.

Authority; Execution and Delivery; Enforceability. (a) The Purchaser has the all requisite corporate power and authority to execute and deliver this Agreement and each of the Collateral Agreements Related Documents to which it will be a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Purchaser is or of this Agreement has been and, in the case of the Related Documents to which it will be a party, to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactions. (b) The executionwill be when delivered, delivery and performance by Purchaser of this Agreement and the Collateral Agreements consummation of the transactions contemplated hereby has been and the consummation of the transactions contemplated by the Related Documents to which Purchaser is or it will be a party and the consummation by Purchaser of the Contemplated Transactionswill be when delivered, have been duly authorized by all necessary limited liability company requisite corporate action on the part of the Purchaser, and no other action on the part of Purchaser is or will be necessary to authorize the execution, delivery and performance of this Agreement and the Collateral Agreements to which Purchaser is or will be a party and the Contemplated Transactions. (c) . This Agreement has been, and upon its execution and delivery each of the Collateral Agreements Related Documents to which the Purchaser is will be a party will be, duly and validly executed and delivered by the Purchaser. This Agreement constitutes, and upon its execution and delivery each of the Collateral Agreements Related Documents to which the Purchaser is will be a party will constitute, assuming that this Agreement and each of the legalRelated Documents to which the Company, the Sellers and/or the DINZE Member will be a party have been duly authorized, executed and delivered by such parties, as applicable, a valid and binding obligation of the Purchaser, enforceable against Purchaser it in accordance with their its terms, except to the extent that their enforceability may be in each case subject to applicable bankruptcy, insolvency, reorganization, moratorium or other and similar laws Laws affecting the enforcement of creditors’ rights and remedies generally and subject to general equitable principlesprinciples of equity (regardless of whether enforceability is considered in a proceeding at law or equity).

Authority; Execution and Delivery; Enforceability. (a) Purchaser Such Buyer Party has the requisite all necessary corporate or similar power and authority to execute and deliver this Agreement Agreement, and the Collateral Agreements such Buyer Party has all necessary corporate or similar power and authority to execute and deliver any other Transaction Document to which Purchaser it is, or is or will be specified to be, a party, and to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactions. (b) Transactions to be consummated by it. The execution, delivery and performance by Purchaser such Buyer Party of this Agreement Agreement, and the Collateral Agreements execution, delivery and performance by such Buyer Party of any other Transaction Document to which Purchaser it is, or is or will be specified to be, a party party, and the consummation by Purchaser of the Contemplated TransactionsTransactions to be consummated by it, have been duly authorized by all necessary limited liability company corporate or similar action on the part of Purchaser, and no other action on the part of Purchaser is or will be necessary to authorize the execution, delivery and performance of this Agreement and the Collateral Agreements to which Purchaser is or will be a party and the Contemplated Transactions. (c) by such Buyer Party. This Agreement has been, and each of the Collateral Agreements other Transaction Document to which Purchaser such Buyer Party is, or is specified to be, a party will will, at or prior to the Closing, be, duly executed and delivered by Purchasersuch Buyer Party. This Assuming the due authorization, execution and delivery by the other parties thereto, this Agreement constitutes, and each of the Collateral Agreements other Transaction Document to which Purchaser such Buyer Party is, or is specified to be, a party will constitute, the a legal, valid and binding obligation of Purchaser, such Buyer Party enforceable against Purchaser such Buyer Party in accordance with their its terms, except to the extent that their enforceability as enforcement thereof may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting limited by the enforcement of creditors’ rights generally and to general equitable principlesEnforceability Exceptions.

Authority; Execution and Delivery; Enforceability. (a) Purchaser Seller has the requisite all necessary power and authority to execute the Transaction Documents to which it is, or is specified to be, a party and deliver to consummate the Transaction and the other transactions contemplated hereby. The execution and delivery by Seller of this Agreement and the Collateral Agreements consummation by Seller of the Transaction and the other transactions contemplated hereby have been duly authorized by all necessary corporate or other actions of Seller. Seller has duly executed and delivered this Agreement, and assuming due authorization, execution and delivery by the other Party, this Agreement will constitute its valid and binding obligation, enforceable against it in accordance with its terms, subject to the effect of any Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in an Action in equity or at law) (collectively, the “Enforceability Exceptions”). Upon the execution and delivery by Seller of the other Transaction Documents to which Purchaser it is or will be a party, to perform its obligations hereunder and thereunder assuming the due authorization, execution and to consummate delivery thereof by the Contemplated Transactions. (b) The executionother parties thereto, delivery and performance by Purchaser of this Agreement and the Collateral Agreements to which Purchaser is or such other Transaction Documents will be a party and the consummation by Purchaser of the Contemplated Transactions, have been duly authorized by all necessary limited liability company action on the part of Purchaser, and no other action on the part of Purchaser is or will be necessary to authorize the execution, delivery and performance of this Agreement and the Collateral Agreements to which Purchaser is or will be a party and the Contemplated Transactions. (c) This Agreement has been, and each of the Collateral Agreements to which Purchaser is a party will be, duly executed and delivered by Purchaser. This Agreement constitutes, and each of the Collateral Agreements to which Purchaser is a party will constitute, constitute the legal, valid and binding obligation obligations of Purchaser, Seller enforceable against Purchaser Seller in accordance with their terms, except subject to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and to general equitable principlesEnforceability Exceptions.

Authority; Execution and Delivery; Enforceability. (a) Purchaser has the requisite power and authority to execute and deliver this Agreement and the Collateral Agreements to which Purchaser is or will be a party, to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactions. (b) The execution, delivery and performance by Purchaser Seller of this Agreement and the Collateral Agreements to which Purchaser is or will be a party and the consummation by Purchaser the Selling Entities of the Contemplated Transactions, transactions contemplated hereby have been duly authorized by all necessary limited liability company action on corporate or other organizational action. Seller has duly executed and delivered this Agreement, and this Agreement, assuming the part due authorization, execution and delivery of this Agreement by Purchaser, constitutes its legal, valid and no binding obligation, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other action on Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a Proceeding in equity or at Law) (the part of Purchaser is or will be necessary to authorize the “Bankruptcy Exceptions”). The execution, delivery and performance by the Selling Entities of this each other Transaction Agreement and the Collateral Agreements to which Purchaser it is or will be a party and the Contemplated Transactions. (c) This Agreement has consummation by the Selling Entities of the Transactions have been, and each of or will be at the Collateral Agreements to which Purchaser is a party Closing, duly authorized by all necessary corporate or other organizational action. Each Selling Entity has, or will behave at the Closing, duly executed and delivered by Purchaser. This each other Transaction Agreement constitutesto which it is or will be party, and each such Transaction Agreement, assuming the due authorization, execution and delivery of the Collateral Agreements to which each such Transaction Agreement by Purchaser is a party or its Affiliate, constitutes or will constitute, the constitute its legal, valid and binding obligation of Purchaserobligation, enforceable against Purchaser it in accordance with their its terms, except subject to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and to general equitable principlesBankruptcy Exceptions.

Authority; Execution and Delivery; Enforceability. (a) Purchaser has the all requisite power and authority to execute and deliver this Agreement and each of the Collateral Agreements Related Documents to which Purchaser is or will be a party, to perform its obligations hereunder and thereunder party and to consummate the Contemplated Transactions. (b) transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Purchaser of this Agreement has been, and in the Collateral Agreements case of the Related Documents to which Purchaser is or will be a party will be when delivered, and the consummation by Purchaser of the Contemplated Transactionstransactions contemplated hereby has been, have been and the consummation of the transactions contemplated by the Related Documents to which Purchaser will be a party will be when delivered, duly authorized by all necessary limited liability company requisite action on the part of Purchaser, and no other action on the part of Purchaser is or will be necessary to authorize the execution, delivery and performance of this Agreement and the Collateral Agreements to which Purchaser is or will be a party and the Contemplated Transactions. (c) . This Agreement has been, and upon its execution and delivery each of the Collateral Agreements Related Documents to which Purchaser is will be a party will be, duly and validly executed and delivered by Purchaser. This Agreement constitutes, and upon its execution and delivery each of the Collateral Agreements Related Documents to which Purchaser is will be a party will constitute, assuming that this Agreement and each of the legalRelated Documents to which the Seller Parties will be a party have been duly authorized, executed and delivered by the Seller Parties, a valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with their its terms, except to the extent that their enforceability may be in each case subject to applicable bankruptcy, insolvency, reorganization, moratorium or other and similar laws Laws affecting the enforcement of creditors’ rights and remedies generally and subject to general equitable principlesprinciples of equity (regardless of whether enforceability is considered in a proceeding at law or equity).

Authority; Execution and Delivery; Enforceability. (a) Purchaser Seller has the all requisite corporate power and authority to execute and deliver this Agreement and the Collateral Ancillary Agreements to which Purchaser it is or will be a party, to perform its obligations hereunder consummate the Acquisition and thereunder the other transactions contemplated hereby and thereby and to consummate comply with the Contemplated Transactions. (b) provisions hereof and thereof. The execution, execution and delivery and performance by Purchaser Seller of this Agreement and the Collateral Ancillary Agreements to which Purchaser it is or will be a party and party, the consummation by Purchaser Seller of the Contemplated Transactions, Acquisition and the other transactions contemplated hereby and thereby and the compliance by Seller with the provisions hereof and thereof have been duly authorized by all necessary limited liability company action on corporate action. The Board of Directors has declared that it is in the part commercial interests of Purchaserthe Seller to enter into the Acquisition and approved the Acquisition and the terms of, and no other action on the part of Purchaser transactions contemplated by, this Agreement. Seller has duly executed and delivered this Agreement and each Ancillary Agreement to which it is or will be necessary to authorize a party, and, assuming the executiondue authorization, execution and delivery and performance of by Buyer, this Agreement and the Collateral Ancillary Agreements to which Purchaser is or will be a party and the Contemplated Transactions. (c) This Agreement has been, and each of the Collateral Agreements to which Purchaser Seller is a party will be, duly executed and delivered by Purchaser. This Agreement constitutes, and each of the Collateral Agreements to which Purchaser is a party will constitute, the constitute its legal, valid and binding obligation of Purchaserobligation, enforceable against Purchaser it in accordance with their terms, except to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and to general equitable principles.