Common use of Authorization and Effect of Agreement Clause in Contracts

Authorization and Effect of Agreement. The Seller Stockholders and the Seller Representative have all requisite right, power, capacity and authority to execute and deliver each Seller Agreement and to perform their obligations under each Seller Agreement and to consummate the transactions contemplated by each Seller Agreement. The execution and delivery of each Seller Agreement by the Seller Stockholders and the Seller Representative and the performance by the Seller Stockholders and the Seller Representative of their obligations under each Seller Agreement and the consummation of the transactions contemplated by each Seller Agreement have been duly and validly authorized by all requisite action on the part of the Seller Stockholders and the Seller Representative and no other action on the part of the Seller Stockholders and the Seller Representative is necessary to authorize the execution, delivery and performance by the Seller Stockholders and the Seller Representative of each Seller Agreement or the consummation of the transactions contemplated by each Seller Agreement. This Agreement has been, and each other Seller Agreement upon execution and delivery thereof will be, duly and validly executed and delivered by the Seller Stockholders and the Seller Representative, and this Agreement constitutes, and each other Seller Agreement upon execution and delivery thereof will constitute, a legal, valid and binding obligation of the Seller Stockholders and the Seller Representative, enforceable against the Seller Stockholders and the Seller Representative in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally. With respect to each Seller Stockholder that is not a natural person, such Seller Stockholder is a legal entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization.

Authorization and Effect of Agreement. The Seller Stockholders and Each of the Seller Representative have and each of its Subsidiaries has all requisite right, power, capacity power and authority to execute and deliver each Seller Company Agreement and to perform their its obligations under each Seller Company Agreement and to consummate the transactions contemplated by under each Seller Company Agreement. The execution and delivery of each Seller Company Agreement by the Seller Stockholders and the Seller Representative its Subsidiaries and the performance by the Seller Stockholders and the Seller Representative its Subsidiaries of their obligations under each Seller Company Agreement and the consummation of the transactions contemplated by under each Seller Company Agreement have been duly and validly authorized by all requisite action on the part of the Seller Stockholders and the Seller Representative action, and no other action on the part of the Seller Stockholders and the Seller Representative (corporate, shareholder or otherwise) is necessary to authorize the execution, delivery and performance by the Seller Stockholders and the Seller Representative its Subsidiaries of each Seller Company Agreement or the consummation of the transactions contemplated under each Company Agreement. In accordance with applicable Law and the Seller’s Organizational Documents, the board of directors of the Seller has unanimously deemed this Agreement and the Ancillary Agreements and the transactions contemplated by each this Agreement and the Ancillary Agreements to be expedient and in the best interests of the Seller Agreementand has unanimously approved this Agreement and the Ancillary Agreements and the transactions contemplated by this Agreement and the Ancillary Agreements, and the Seller Stockholders have unanimously authorized and approved this Agreement and the Ancillary Agreements and the transactions contemplated by this Agreement and the Ancillary Agreements. This Agreement has and the Lenexa Purchase Agreement have been, and each other Seller Company Agreement upon execution and delivery thereof will be, duly and validly executed and delivered by the Seller Stockholders and the Seller Representativeits Subsidiaries, and this Agreement constitutesand the Lenexa Purchase Agreement constitute, and each other Seller Company Agreement upon execution and delivery thereof will constitute, a legal, valid and binding obligation of the Seller Stockholders and the Seller Representativeits Subsidiaries, enforceable against the Seller Stockholders and the Seller Representative its Subsidiaries in accordance with their its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally. With respect to each Seller Stockholder that is not a natural person, such Seller Stockholder is a legal entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization.

Authorization and Effect of Agreement. The (a) Each Seller Stockholders and the Seller Representative have Entity has all requisite rightcorporate (or other entity type, power, capacity if applicable) power and authority to execute and deliver each Seller Agreement and the Acquisition Agreements to which it is a party, to perform their its obligations under each Seller Agreement hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller Agreement. The execution and delivery Entity of each Seller Agreement by the Seller Stockholders and the Seller Representative and the performance by the Seller Stockholders and the Seller Representative of their obligations under each Seller Agreement Acquisition Agreements to which it is a party, and the consummation by each such Seller Entity of the transactions contemplated by each Seller Agreement hereby and thereby, have been duly and validly authorized by all requisite necessary corporate or limited liability company action on the part of such Seller Entity (other than the Seller Stockholders and the Seller Representative and no other action on the part of the Seller Stockholders and the Seller Representative is necessary to authorize the execution, delivery and performance by the Seller Stockholders and the Seller Representative of each Seller Agreement or the consummation requisite approval of the transactions contemplated hereby by each the shareholders of Seller Agreementin accordance with Seller's Organizational Documents and the NYBCL). This Agreement has been, and each other of the Acquisition Agreements, when executed and delivered by each Seller Agreement upon execution Entity that is a party hereto and delivery thereof thereto, will behave been, duly and validly executed and delivered by the such Seller Stockholders and the Seller Representative, and this Agreement constitutes, Entity and each other Seller Agreement upon execution and delivery thereof constitutes or will constitute, constitute a legal, valid and binding obligation of the such Seller Stockholders and the Seller RepresentativeEntity, enforceable against the such Seller Stockholders and the Seller Representative Entity in accordance with their its terms, subject to except as the same may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or similar Laws affecting creditors’ relating to creditors rights generally, and remedies generally. With respect subject to each general principles of equity. (b) The Seller Stockholder Board, by resolutions duly adopted at a meeting duly called and held (the "SELLER BOARD APPROVAL"), has (i) determined that is not a natural person, such Seller Stockholder is a legal entity duly organized, validly existing this Agreement and the transactions contemplated hereby are advisable and in good standing under the Laws best interests of the Seller and its jurisdiction shareholders, (ii) approved the transactions contemplated by this Agreement, including the Transfer, and (iii) recommended that the shareholders of organizationthe Company adopt this Agreement and the Transfer.