Common use of Authorization and Validity of Agreement Clause in Contracts

Authorization and Validity of Agreement. The execution, delivery and performance by Buyer of this Agreement and any other agreements contemplated hereby and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by its Board of Directors. No other corporate or stockholder action is necessary for the authorization, execution, delivery and performance by Buyer of this Agreement and any other agreement contemplated hereby and the consummation by Buyer of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by Buyer and constitutes a valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Buyer will be a valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

Authorization and Validity of Agreement. The execution, delivery and performance by Buyer Seller of this Agreement and any other agreements contemplated hereby and the consummation by Buyer it of the transactions contemplated hereby and thereby have been duly and validity authorized by its Board all necessary corporate action on the part of Directors. No other corporate or stockholder action is necessary for the authorization, execution, delivery and performance by Buyer of this Agreement and any other agreement contemplated hereby and the consummation by Buyer of the transactions contemplated hereby or therebySeller. This Agreement has been duly executed and delivered by Buyer Seller and constitutes a valid and legally binding obligation of BuyerSeller, enforceable against Buyer Seller in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Buyer will be a valid and legally binding obligation of BuyerSeller, enforceable against Buyer Seller in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

Authorization and Validity of Agreement. The execution, delivery and performance by Buyer Seller of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by Buyer each of the transactions contemplated hereby and thereby have been duly authorized by its the Board of DirectorsDirectors of Seller. No other corporate or stockholder action is necessary for the authorization, execution, delivery and performance by Buyer Seller of this Agreement and by each of Seller and each Subsidiary of any other agreement agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by Buyer Seller and the Subsidiaries of the transactions contemplated hereby or thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Date. This Agreement has been duly executed and delivered by Buyer Seller and constitutes a valid and legally binding obligation of BuyerSeller, enforceable against Buyer it in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Buyer Seller or any Subsidiary will be a valid and legally binding obligation of BuyerSeller or such Subsidiary (to the extent a party thereto), enforceable against Buyer Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

Authorization and Validity of Agreement. The executionCompany has the requisite limited liability company power and authority to execute, deliver and perform its obligations under this Agreement and each Ancillary Agreement and, subject to, in the case of the consummation of the Merger, adoption of this Agreement by the affirmative vote or consent of the holders of a majority of the outstanding Common Shares (the “Required Company Vote”), to consummate the transactions contemplated hereby. The execution and delivery and performance by Buyer of this Agreement and any other agreements contemplated hereby each Ancillary Agreement by the Company and the performance by the Company of its obligations hereunder and the consummation by Buyer the Company of the transactions contemplated hereby and thereby have been duly authorized and approved by its the Board of Directors. No Directors of the Company and all other necessary limited liability company action on the part of the Company, subject only, in the case of consummation of the Merger, to the receipt of the Required Company Vote, and no other corporate or stockholder action is proceedings on the part of the Company (subject only, in the case of consummation of the Merger, to the receipt of the Required Company Vote) are necessary for the authorization, execution, delivery and performance by Buyer of to authorize this Agreement and any other agreement contemplated hereby each Ancillary Agreement and the consummation by Buyer of the transactions contemplated hereby or and thereby. This Agreement has been and each Ancillary Agreement is, or when executed will be, duly and validly executed and delivered by Buyer the Company and, assuming due execution and constitutes delivery by Parent and Merger Sub, shall constitute a legal, valid and legally binding obligation of Buyerthe Company, enforceable against Buyer it in accordance with its terms, subject to (a) the effects effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws Laws relating to or affecting the enforcement of creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Buyer will be a valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' ’ rights generally, (iib) general equitable principles (whether considered in a proceeding in equity or at law) and (iiic) an implied covenant of good faith and fair dealing.

Authorization and Validity of Agreement. The execution, delivery and performance by Buyer of this Agreement and any other agreements contemplated hereby hereby, the delivery and issuance of the Note and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by its Board of Directors. No other corporate or stockholder action is necessary for the authorization, execution, delivery and performance by Buyer of this Agreement and any other agreement agreements contemplated hereby hereby, the issuance of the Note and the consummation by Buyer of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by Buyer and constitutes a valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, 49 39 moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, Agreement and each other agreement contemplated hereby to be executed and delivered by Buyer and the Note will be a valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

Authorization and Validity of Agreement. The execution, delivery and performance by Buyer of this Agreement and any other agreements contemplated hereby hereby, the delivery and issuance of the Note and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by its Board of Directors. No other corporate or stockholder action is necessary for the authorization, execution, delivery and performance by Buyer of this Agreement and any other agreement agreements contemplated hereby hereby, the issuance of the Note and the consummation by Buyer of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by Buyer and constitutes a valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, Agreement and each other agreement contemplated hereby to be executed and delivered by Buyer and the Note will be a valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

Authorization and Validity of Agreement. The execution, delivery Acquiror has the requisite corporate power and performance by Buyer of authority to execute and deliver this Agreement and any other agreements contemplated hereby the Registration Rights Agreement and the consummation by Buyer of to consummate the transactions contemplated hereby and thereby have been in accordance with the terms hereof and thereof. The Board of Directors of Acquiror has duly authorized by its Board of Directors. No other corporate or stockholder action is necessary for the authorization, execution, delivery and performance by Buyer of each of this Agreement and any the Registration Rights Agreement by Acquiror and no other agreement contemplated hereby and corporate proceedings on the consummation by Buyer part of Acquiror are necessary to authorize this Agreement or the Registration Rights Agreement or the transactions contemplated hereby or therebythereby (including, without limitation, the authorization and approval of the Certificate of Designations in substantially the form attached hereto as Exhibit D and the issuance and delivery of the Series B Preferred Stock at the Closing). This Agreement has been been, and at the Closing the Registration Rights Agreement will be, duly executed and delivered by Buyer Acquiror and, assuming this Agreement constitutes, and constitutes a at the Closing the Registration Rights Agreement will constitute, the legal, valid and legally binding obligation of Buyerthe Company, this Agreement constitutes, and at the Closing the Registration Rights Agreement will constitute, the legal, valid and binding obligation of Acquiror, enforceable against Buyer Acquiror in accordance with its their respective terms, subject to the effects of except as enforceability may be limited by any bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and moratorium, fraudulent conveyance or other similar laws relating to or affecting the enforcement of creditors' rights generally, generally or by general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Buyer will be a valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing).