Common use of Authorization; Validity of Agreement Clause in Contracts

Authorization; Validity of Agreement. Seller has the requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby, and to cause SUSA and STEL to consummate the Transfers and other transactions contemplated hereby. The execution, delivery and performance by Seller of this Agreement and the consummation by Seller of the transactions contemplated hereby have been duly authorized by the board of directors of Seller and no other proceedings on the part of Seller is necessary to authorize the execution and delivery of this Agreement by Seller and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller and, assuming due authorization, execution and delivery of this Agreement by Purchaser, is a valid and binding obligation of Seller enforceable against it in accordance with its terms, except that such enforcement may be subject to or limited by (a) bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (b) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authorization; Validity of Agreement. Seller (a) The Buyer has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, and to cause SUSA and STEL to consummate the Transfers and other transactions contemplated hereby. The execution, delivery and performance by Seller the Buyer of this Agreement and the consummation by Seller the Buyer of the transactions contemplated hereby have been duly authorized by the board of directors of Seller and no Buyer Board. No other corporate proceedings on the part of Seller is the Buyer are necessary to authorize the execution execution, delivery and delivery performance of this Agreement by Seller the Buyer and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller the Buyer and, assuming due authorization, execution and delivery of this Agreement by Purchaserthe Company, is a valid and binding obligation of Seller the Buyer enforceable against it in accordance with its terms, except that such enforcement may be subject to or limited by (ai) bankruptcy, insolvency insolvency, reorganization or other similar lawsLaws, now or hereafter in effect, affecting creditors' ’ rights generally, and (bii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law Law or in equity). (b) The Buyer Board has taken all actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a “business combination” (as defined in Section 203 of the DGCL) shall not apply to this Agreement or the consummation of the Merger or the other transactions contemplated hereby, and, accordingly, no such restrictions nor other anti-takeover or similar statute or regulation in any jurisdiction applies or purports to apply to this Agreement or the consummation of the Merger or the other transactions contemplated hereby.

Authorization; Validity of Agreement. Each of Seller and Parent has the requisite full power and authority to execute, execute and deliver and perform this Agreement and to consummate the transactions contemplated hereby, and to cause SUSA and STEL to consummate the Transfers and other transactions contemplated hereby. The execution, delivery and performance by Seller and Parent of this Agreement Agreement, and the consummation by Seller each of them of the transactions contemplated hereby have hereby, has been duly authorized by the board of directors of Seller all necessary corporate action, and no other proceedings corporate action on the part of Seller or Parent is necessary to authorize the execution and delivery by Seller or Parent of this Agreement by Seller and the consummation by either of them of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller and, and Parent and (assuming due and valid authorization, execution and delivery of this Agreement hereof by Purchaser, Purchaser and Universal) is a valid and binding obligation of Seller and Parent enforceable against it Seller and Parent in accordance with its terms, except that (i) such enforcement may be subject to or limited by (a) applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (bii) the effect remedy of general principles specific performance and injunctive and other forms of equity (regardless equitable relief may be subject to equitable defenses and to the discretion of whether enforceability is considered in a the court before which any proceeding at law or in equity)therefor may be brought.

Authorization; Validity of Agreement. Seller Buyer has the requisite full corporate power and authority to execute, execute and deliver and perform this Agreement and the Collateral Agreements to which it is a party and to consummate the transactions contemplated hereby, hereby and to cause SUSA and STEL to consummate the Transfers and other transactions contemplated herebythereby. The execution, delivery and performance by Seller Buyer of this Agreement and the Collateral Agreements, and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly authorized by the board its Board of directors of Seller Directors and no other proceedings corporate action on the part of Seller Buyer is necessary to authorize the execution and delivery by Buyer of this Agreement by Seller or the Collateral Agreements and the consummation by it of the transactions contemplated herebyhereby or thereby. This Agreement has been (and the Collateral Agreements will be) duly executed and delivered by Seller Buyer, and, assuming due and valid authorization, execution and delivery of thereof by Seller, this Agreement by Purchaserconstitutes (and the Collateral Agreements when executed and delivered will constitute) the legal, is a valid and binding obligation of Seller Buyer, enforceable against it Buyer in accordance with its their respective terms, except that (i) such enforcement may be subject to or limited by (a) applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar lawsLaws, now or hereafter in effect, affecting creditors' ’ rights generally, generally and (bii) the effect remedy of general principles specific performance and injunctive and other forms of equity (regardless equitable relief may be subject to equitable defenses and to the discretion of whether enforceability is considered in a the court before which any proceeding at law or in equity)therefor may be brought.

Authorization; Validity of Agreement. Seller Each of Parent, Purchaser and Merger Sub has the requisite corporate power and authority to execute, execute and deliver and perform this Agreement and to consummate the transactions contemplated hereby, and to cause SUSA and STEL to consummate the Transfers and other transactions contemplated hereby. The execution, execution and delivery by Purchaser and performance by Seller Merger Sub of this Agreement and the consummation by Seller Purchaser and Merger Sub of the transactions contemplated hereby have been duly authorized by the board respective boards of directors of Seller Purchaser and Merger Sub, Purchaser has approved and adopted this Agreement and the Merger and has caused the sole shareholder of Merger Sub to approve and adopt this Agreement, and no other corporate proceedings on the part of Seller is Purchaser or Merger Sub are necessary to authorize the execution and delivery of this Agreement by Seller Purchaser or Merger Sub and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller each of Purchaser and Merger Sub and, assuming due authorization, execution and delivery of this Agreement by Purchaserthe Company, is a valid and binding obligation of Seller each of Purchaser and Merger Sub enforceable against it each of them in accordance with its terms, except that such enforcement may be subject to or limited by (ai) bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' ’ rights generally, and (bii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authorization; Validity of Agreement. Seller (a) MergerCo has the requisite corporate power and authority to execute, execute and deliver and perform this Agreement and to consummate the transactions contemplated hereby, and to cause SUSA and STEL to consummate the Transfers and other transactions contemplated hereby. The execution, delivery and performance by Seller MergerCo of this Agreement and the consummation by Seller MergerCo of the transactions contemplated hereby have been duly authorized by its Board of Directors and, other than the board approval and adoption of directors this Agreement by the stockholders of Seller and MergerCo, no other corporate proceedings on the part of Seller is MergerCo are necessary to authorize the execution and delivery of this Agreement by Seller and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller MergerCo and, assuming due authorization, execution and delivery of this Agreement by Purchaserthe Company, is a valid and binding obligation of Seller MergerCo enforceable against it in accordance with its terms, except that such enforcement may be subject to or limited by (ai) - bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' creditors rights generally, and (bii) the effect of general principles -- of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (b) MergerCo has previously delivered to the Company a letter from Fund, addressed to the Company, confirming Fund's agreement to vote to approve and adopt this Agreement, in its capacity as a stockholder of MergerCo, upon its purchase of MergerCo Common Stock.

Authorization; Validity of Agreement. Seller Purchaser has the requisite corporate power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby, and to cause SUSA and STEL to consummate the Transfers and other transactions contemplated herebyClosing. The execution, delivery and performance by Seller Purchaser of this Agreement and the consummation by Seller Purchaser of the transactions contemplated hereby Closing have been duly authorized by the board Board of directors Directors of Seller Purchaser, and no other proceedings corporate action on the part of Seller Purchaser is necessary to authorize the execution execution, delivery and delivery performance by Purchaser of this Agreement by Seller and or the consummation by Purchaser of the transactions contemplated herebyClosing. This Agreement has been duly executed and delivered by Seller Purchaser, and, assuming due and valid authorization, execution and delivery of this Agreement hereof by PurchaserSeller, is a valid and binding obligation of Seller Purchaser, enforceable against it Purchaser in accordance with its terms, except that (i) such enforcement may be subject to or limited by (a) applicable bankruptcy, insolvency insolvency, reorganization, moratorium, fraudulent transfer or other similar lawsLaw, now or hereafter in effect, affecting relating to or limiting creditors' ’ rights generally, generally and (bii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the effect discretion of general principles of equity (regardless of whether enforceability is considered in a the court before which any proceeding at law or in equity)therefor may be brought.

Authorization; Validity of Agreement. Seller The Buyer has the requisite ------------------------------------ corporate power and authority to execute, deliver and perform this Agreement and each other agreement executed or to be executed by the Buyer pursuant to the terms of this Agreement (collectively, the "MedSource Agreements") and to consummate the transactions contemplated hereby, hereby and to cause SUSA and STEL to consummate the Transfers and other transactions contemplated herebythereby. The execution, delivery and performance by Seller the Buyer of this Agreement and the MedSource Agreements and the consummation by Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by the board Board of directors Directors of Seller the Buyer, and no other corporate proceedings on the part of Seller is the Buyer are necessary to authorize the execution execution, delivery and delivery performance of this Agreement and the MedSource Agreements by Seller the Buyer and the consummation of the transactions contemplated hereby. This Agreement and each MedSource Agreement has been duly executed and delivered by Seller the Buyer and, assuming due authorization, execution and delivery of this Agreement by Purchaserthe Seller and each Shareholder, is a valid and binding obligation of Seller the Buyer enforceable against it the Buyer in accordance with its terms, except that as such enforcement enforceability may be subject to or limited by (a) applicable bankruptcy, insolvency insolvency, reorganization, or other similar laws, now or hereafter in effect, affecting the enforcement of creditors' rights generally, and (b) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authorization; Validity of Agreement. Seller Each of the Acquiror Companies has the requisite full corporate power and authority to executeexecute and deliver this Agreement, deliver and to perform this Agreement all of its obligations hereunder and to consummate the transactions contemplated hereby, and to cause SUSA and STEL to consummate the Transfers and other transactions contemplated hereby. The execution, delivery and performance by Seller each of the Acquiror Companies of this Agreement Agreement, and the consummation by Seller of the transactions contemplated hereby hereby, have been duly authorized by the board boards of directors of Seller each of the Acquiror Companies and the stockholders of Merger Sub and no other proceedings corporate action on the part of Seller either of the Acquiror Companies is necessary to authorize the execution and delivery of this Agreement by Seller and the consummation by either of the Acquiror Companies of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller the Acquiror Companies and, assuming due and valid authorization, execution and delivery of this Agreement hereof by Purchaserthe Company, is a valid and binding obligation of Seller each of the Acquiror Companies, enforceable against it each of them in accordance with its terms, except that (i) such enforcement may be subject to or limited by (a) applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' ’ rights generally, generally and (bii) the effect remedy of general principles specific performance and injunctive and other forms of equity (regardless equitable relief may be subject to equitable defenses and to the discretion of whether enforceability is considered in a the court before which any proceeding at law or in equity)therefor may be brought.

Authorization; Validity of Agreement. Seller has the requisite full power and authority to execute, execute and deliver and perform this Agreement and to consummate the transactions contemplated hereby, and to cause SUSA and STEL to consummate the Transfers and other transactions contemplated hereby. The execution, delivery and performance by Seller of this Agreement Agreement, and the consummation by Seller it of the transactions contemplated hereby hereby, have been duly authorized by the board of directors of Seller and no other corporate proceedings on the part of Seller is are necessary to authorize the execution and delivery by Seller of this Agreement by Seller and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller and, and (assuming due and valid authorization, execution and delivery hereof by Purchaser and upon receipt of this Agreement by Purchaser, any required approval of the Bankruptcy Court) is a valid and binding obligation of Seller enforceable against it Seller in accordance with its terms, except that (i) such enforcement may be subject to or limited by (a) applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally, generally and (bii) the effect remedy of general principles specific performance and injunctive and other forms of equity (regardless equitable relief may be subject to equitable defenses and to the discretion of whether enforceability is considered in a the court before which any proceeding at law or in equity)therefor may be brought.

Authorization; Validity of Agreement. Seller has the requisite full ------------------------------------ corporate power and authority to execute, execute and deliver and perform this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby, hereby and to cause SUSA and STEL to consummate the Transfers and other transactions contemplated herebythereby. The execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements to which it is a party, and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly authorized by the board of directors of Seller and no other corporate proceedings on the part of Seller is are necessary to authorize the execution and delivery by Seller of this Agreement by Seller or the Ancillary Agreements and the consummation of the transactions contemplated herebyhereby and thereby. This Agreement has been been, and upon execution thereof, each Ancillary Agreement executed by it will be, duly executed and delivered by Seller and, and (assuming due and valid authorization, execution and delivery of this Agreement hereof and thereof by Purchaser, ) is a valid and binding obligation of Seller enforceable against it Seller in accordance with its terms, except that (a) such enforcement may be subject to or limited by (a) applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally, generally and (b) the effect remedy of general principles specific performance and injunctive and other forms of equity (regardless equitable relief may be subject to equitable defenses and to the discretion of whether enforceability is considered in a the court before which any proceeding at law or in equity)therefor may be brought.

Authorization; Validity of Agreement. Each of Seller and HSI has the requisite power and authority to execute, execute and deliver and perform this Agreement and to consummate the transactions contemplated hereby, and to cause SUSA and STEL to consummate the Transfers and other transactions contemplated hereby. The execution, delivery and performance by Seller and HSI of this Agreement Agreement, and the consummation by Seller them of the transactions contemplated hereby hereby, have been duly authorized by their respective Boards of Directors, and except for the board adoption of directors this Agreement by the requisite votes of the respective stockholders of Seller and HSI, no other proceedings corporate action on the part of Seller and HSI is necessary to authorize the execution and delivery by Seller and HSI of this Agreement by Seller and the consummation by them of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller and HSI and, assuming due and valid authorization, execution and delivery of this Agreement hereof by Purchaser, is this Agreement constitutes a valid and binding obligation of Seller and HSI, enforceable against it Seller and HSI in accordance with its terms, except that (a) such enforcement may be subject to or limited by (a) applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and generally and; (b) the effect remedy of general principles specific performance and injunctive and other forms of equity (regardless equitable relief may be subject to equitable defenses and to the discretion of whether enforceability is considered in a the court before which any proceeding at law or in equity)therefor may be brought.

Authorization; Validity of Agreement. Seller Purchaser has the requisite full corporate power and authority to execute, execute and deliver and perform this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby, hereby and to cause SUSA and STEL to consummate the Transfers and other transactions contemplated herebythereby. The execution, delivery and performance by Seller Purchaser of this Agreement and the Ancillary Agreements, and the consummation by Seller of the transactions contemplated contem- plated hereby and thereby, have been duly authorized by the board its Board of directors of Seller Directors and no other proceedings corporate action on the part of Seller Purchaser is necessary to authorize the execution and delivery by Purchaser of this Agreement by Seller and the Ancillary Agreements and the consummation by it of the transactions contemplated herebyhereby and thereby. This Agreement has been been, and upon execution thereof, each Ancillary Agreement will be, duly executed and delivered by Seller and, Purchaser and (assuming due and valid authorization, execution and delivery of this Agreement hereof and thereof by Purchaser, the applicable Seller) is a valid and binding obligation of Seller Purchaser enforceable against it in accordance with its terms, except that (a) such enforcement may be subject to or limited by (a) applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally, generally and (b) the effect remedy of general principles specific performance and injunctive and other forms of equity (regardless equitable relief may be subject to equitable defenses and to the discretion of whether enforceability is considered in a the court before which any proceeding at law or in equity)therefor may be brought.

Authorization; Validity of Agreement. Seller The Company has the requisite corporate power and authority to execute, execute and deliver and perform this Agreement and to consummate the transactions contemplated hereby, and subject, with respect to cause SUSA and STEL the consummation of the Merger, to consummate receipt of the Transfers and other transactions contemplated herebyCompany Required Vote. The execution, delivery and performance by Seller the Company of this Agreement and the consummation by Seller the Company of the transactions contemplated hereby have been duly authorized by the board Company Board. The Company Board has directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders for approval and adoption at a meeting of directors of Seller and such stockholders and, except for the Company Required Vote, no other corporate proceedings on the part of Seller is the Company are necessary to authorize the execution execution, delivery and delivery performance of this Agreement by Seller the Company and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller the Company and, assuming due authorization, execution and delivery of this Agreement by PurchaserParent and Merger Sub, is a valid and binding obligation of Seller the Company enforceable against it the Company in accordance with its terms, except that such enforcement may be subject to or limited by (ai) bankruptcy, insolvency or other similar lawsLaws, now or hereafter in effect, affecting creditors' ’ rights generally, and (bii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law Law or in equity).

Authorization; Validity of Agreement. (a) Seller has the requisite all necessary corporate power and authority to executeexecute and deliver this Agreement, deliver and to perform this Agreement its obligations hereunder and to consummate the transactions contemplated hereby, and to cause SUSA and STEL to consummate the Transfers and other transactions contemplated hereby. The execution, delivery and performance by Seller of this Agreement and the consummation by Seller of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the board part of directors of Seller Seller, and no other proceedings corporate action on the part of Seller is necessary to authorize the execution execution, delivery and delivery performance of this Agreement or the consummation by Seller and the consummation of the transactions contemplated hereby. . (b) This Agreement has been duly executed and delivered by Seller and, assuming due and valid authorization, execution execution, and delivery of this Agreement by Purchaser, is this Agreement constitutes a legal, valid and binding obligation of Seller Seller, enforceable against it Seller in accordance with its terms, except that (i) such enforcement may be subject to or limited by (a) applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' ’ rights generally, generally and (bii) the effect remedy of general principles specific performance and injunctive and other forms of equity (regardless equitable relief may be subject to equitable defenses and to the discretion of whether enforceability is considered in a the court before which any proceeding at law or in equity)therefore may be brought.

Authorization; Validity of Agreement. Seller The Buyer has the requisite corporate power and authority to execute, deliver and perform this Agreement and each other agreement executed or to be executed by the Buyer pursuant to the terms of this Agreement (collectively, the "Buyer Acquisition Agreements") and to consummate the transactions contemplated hereby, hereby and to cause SUSA and STEL to consummate the Transfers and other transactions contemplated herebythereby. The execution, delivery and performance by Seller the Buyer of this Agreement and the other Buyer Acquisition Agreements and the consummation by Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by the board of directors of Seller the Buyer and no other corporate proceedings on the part of Seller is the Buyer are necessary to authorize the execution execution, delivery and delivery performance of this Agreement and the other Buyer Acquisition Agreements by Seller the Buyer, and the consummation of the transactions contemplated herebyhereby and thereby. This Each of this Agreement and each Buyer Acquisition Agreement has been duly executed and delivered by Seller andthe Buyer, assuming due authorization, execution and delivery of this Agreement by Purchaser, is a valid and binding obligation of Seller the Buyer, enforceable against it in accordance with its terms, except that such enforcement the enforceability hereof may be subject to or limited by (a) bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws, laws now or hereafter in effect, affecting effect relating to creditors' rights generally, and (b) that the effect remedy of general principles specific performance and injunctive and other forms of equity (regardless equitable relief may be subject to the equitable defenses and to the discretion of whether enforceability is considered in a the court before which any proceeding at law or in equity)therefor may be brought.

Authorization; Validity of Agreement. Seller Purchaser has the requisite full corporate power and authority to execute, execute and deliver and perform this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby, hereby and to cause SUSA and STEL to consummate the Transfers and other transactions contemplated herebythereby. The execution, delivery and performance by Seller Purchaser of this Agreement and the Ancillary Agreements, and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly authorized by the board its Board of directors of Seller Directors and no other proceedings corporate action on the part of Seller Purchaser is necessary to authorize the execution and delivery by Purchaser of this Agreement by Seller and the Ancillary Agreements and the consummation by it of the transactions contemplated herebyhereby and thereby. This Agreement has been been, and upon execution thereof, each Ancillary Agreement will be, duly executed and delivered by Seller and, Purchaser and (assuming due and valid authorization, execution and delivery of this Agreement hereof and thereof by Purchaser, the applicable Seller) is a valid and binding obligation of Seller Purchaser enforceable against it in accordance with its terms, except that (a) such enforcement may be subject to or limited by (a) applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally, generally and (b) the effect remedy of general principles specific performance and injunctive and other forms of equity (regardless equitable relief may be subject to equitable defenses and to the discretion of whether enforceability is considered in a the court before which any proceeding at law or in equity)therefor may be brought.

Authorization; Validity of Agreement. Seller Each of Parent, Purchaser and Merger Sub has the requisite corporate power and authority to execute, execute and deliver and perform this Agreement and to consummate the transactions contemplated hereby, and to cause SUSA and STEL to consummate the Transfers and other transactions contemplated hereby. The execution, execution and delivery by Purchaser and performance by Seller Merger Sub of this Agreement and the consummation by Seller Purchaser and Merger Sub of the transactions contemplated hereby have been duly authorized by the board respective boards of directors of Seller Purchaser and Merger Sub, Purchaser has approved and adopted this Agreement and the Merger and has caused the sole shareholder of Merger Sub to approve and adopt this Agreement, and no other corporate proceedings on the part of Seller is Purchaser or Merger Sub are necessary to authorize the execution and delivery of this Agreement by Seller Purchaser or Merger Sub and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller each of Purchaser and Merger Sub and, assuming due authorization, execution and delivery of this Agreement by Purchaserthe Company, is a valid and binding obligation of Seller each of Purchaser and Merger Sub enforceable against it each of them in accordance with its terms, except that such enforcement may be subject to or limited by (ai) bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (bii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authorization; Validity of Agreement. Seller Purchaser has the requisite full corporate power and authority to execute, execute and deliver and perform this Agreement and to consummate the transactions contemplated hereby, and to cause SUSA and STEL to consummate the Transfers and other transactions contemplated hereby. The execution, delivery and performance by Seller Purchaser of this Agreement Agreement, and the consummation by Seller of the transactions contemplated hereby hereby, have been duly authorized by the board its Board of directors of Seller Directors and no other proceedings corporate action on the part of Seller Purchaser is necessary to authorize the execution and delivery by Purchaser of this Agreement by Seller and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller and, Purchaser (and assuming due and valid authorization, execution and delivery hereof by Seller and approval of this Agreement by Purchaser, the Bankruptcy Court) is a valid and binding obligation of Seller Purchaser and may be, enforceable against it in accordance with its respective terms, except that (i) such enforcement may be subject to or limited by (a) applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally, generally and (bii) the effect remedy of general principles specific performance and injunctive and other forms of equity (regardless equitable relief may be subject to equitable defenses and to the discretion of whether enforceability is considered in a the court before which any proceeding at law or in equity)therefor may be brought.

Authorization; Validity of Agreement. Seller has the requisite full power and authority to execute, execute and deliver and perform this Agreement and and, except for delivery of directors' qualifying Shares, to consummate the transactions contemplated hereby, and to cause SUSA and STEL to consummate the Transfers and other transactions contemplated hereby. The execution, delivery and performance by Seller of this Agreement Agreement, and the consummation by Seller it of the transactions contemplated hereby have hereby, has been duly authorized by the board of directors of Seller all necessary corporate action, and no other proceedings corporate action on the part of Seller is necessary to authorize the execution and delivery by Seller of this Agreement by Seller and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller and, and (assuming due and valid authorization, execution and delivery of this Agreement hereof by Purchaser, ) is a valid and binding obligation of Seller enforceable against it Seller in accordance with its terms, except that (i) such enforcement may be subject to or limited by (a) applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (bii) the effect remedy of general principles specific performance and injunctive and other forms of equity (regardless equitable relief may be subject to equitable defenses and to the discretion of whether enforceability is considered in a the court before which any proceeding at law or in equity)therefor may be brought.

Authorization; Validity of Agreement. Seller (a) MergerCo has the requisite corporate power and authority to execute, execute and deliver and perform this Agreement and to consummate the transactions contemplated hereby, and to cause SUSA and STEL to consummate the Transfers and other transactions contemplated hereby. The execution, delivery and performance by Seller MergerCo of this Agreement and the consummation by Seller MergerCo of the transactions contemplated hereby have been duly authorized by its Board of Directors and, other than the board approval and adoption of directors this Agreement by the stockholders of Seller and MergerCo, no other corporate proceedings on the part of Seller is MergerCo are necessary to authorize the execution and delivery of this Agreement by Seller and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller MergerCo and, assuming due authorization, execution and delivery of this Agreement by Purchaserthe Company, is a valid and binding obligation of Seller MergerCo enforceable against it in accordance with its terms, except that such enforcement may be subject to or limited by (ai) bankruptcy, insolvency or other similar laws, now or hereafter in - effect, affecting creditors' creditors rights generally, and (bii) the effect of general -- principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (b) MergerCo has previously delivered to the Company a letter from Fund, addressed to the Company, confirming Fund's agreement to vote to approve and adopt this Agreement, in its capacity as a stockholder of MergerCo, upon its purchase of MergerCo Common Stock.

Authorization; Validity of Agreement. Each Seller has the requisite full corporate power and authority to execute, execute and deliver and perform this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby, hereby and to cause SUSA and STEL to consummate the Transfers and other transactions contemplated herebythereby. The execution, delivery and performance by each Seller of this Agreement and the consummation by Seller of the transactions contemplated hereby have been duly authorized by the board of directors of Seller and no other proceedings on the part of Seller Ancillary Agreements to which it is necessary to authorize the execution and delivery of this Agreement by Seller a party, and the consummation of the transactions contemplated herebyhereby and thereby, have been duly authorized and no other corporate proceedings on the part of such Seller are neces- sary to authorize the execution and delivery by such Seller of this Agreement or the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby. This Agreement has been been, and upon execution thereof, each Ancillary Agreement executed by it will be, duly executed and delivered by the applicable Seller and, and (assuming due and valid authorization, execution and delivery of this Agreement hereof and thereof by Purchaser, ) is a valid and binding obligation of such Seller enforceable against it such Seller in accordance with its terms, except that (a) such enforcement may be subject to or limited by (a) applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally, generally and (b) the effect remedy of general principles specific performance and injunctive and other forms of equity (regardless equitable relief may be subject to equitable defenses and to the discretion of whether enforceability is considered in a the court before which any proceeding at law or in equity)therefor may be brought.

Authorization; Validity of Agreement. Seller The Company has the requisite corporate power and authority to execute, execute and deliver and perform this Agreement and and, subject to approval of its shareholders as contemplated by Section 5.5 hereof, to consummate the transactions contemplated hereby, and to cause SUSA and STEL to consummate the Transfers and other transactions contemplated hereby. The execution, execution and delivery and performance by Seller the Company of this Agreement and the consummation by Seller of the transactions contemplated hereby have been duly approved and authorized by the board Board and, other than providing its shareholders with notice pursuant to Sections 55-7-05 and 55-13-20 of directors the NCBCA and the Company's Bylaws and approval and adoption of Seller and this Agreement by its shareholders as contemplated by Section 5.6 hereof, no other corporate proceedings on the part of Seller is the Company are necessary to approve and authorize the execution and delivery of this Agreement by Seller the Company and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller the Company and, assuming due authorization, execution and delivery of this Agreement by PurchaserParent and Merger Subsidiary, is a valid and binding obligation of Seller the Company, enforceable against it the Company in accordance with its terms, except that as such enforcement may be subject to or limited by (a) bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' the rights generally, of creditors of insurance companies or the rights of creditors generally and (b) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authorization; Validity of Agreement. Seller has the requisite full corporate power and authority to execute, execute and deliver and perform this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby, hereby and to cause SUSA and STEL to consummate the Transfers and other transactions contemplated herebythereby. The execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements to which it is a party, and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly authorized by the board of directors of Seller and no other corporate proceedings on the part of Seller is are necessary to authorize the execution and delivery by Seller of this Agreement by Seller or the Ancillary Agreements and the consummation of the transactions contemplated herebyhereby and thereby. This Agreement has been been, and upon execution thereof, each Ancillary Agreement executed by it will be, duly executed and delivered by Seller and, and (assuming due and valid authorization, execution and delivery of this Agreement hereof and thereof by Purchaser, ) is a valid and binding obligation of Seller enforceable against it Seller in accordance with its terms, except that (a) such enforcement may be subject to or limited by (a) applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally, generally and (b) the effect remedy of general principles specific performance and injunctive and other forms of equity (regardless equitable relief may be subject to equitable defenses and to the discretion of whether enforceability is considered in a the court before which any proceeding at law or in equity)therefor may be brought.

Authorization; Validity of Agreement. Seller The Buyer has the requisite corporate power and authority to execute, deliver and perform this Agreement and each other agreement executed or to be executed by the Buyer pursuant to the terms of this Agreement (collectively, the "MedSource Agreements") and to consummate the transactions contemplated hereby, hereby and to cause SUSA and STEL to consummate the Transfers and other transactions contemplated herebythereby. The execution, delivery and performance by Seller the Buyer of this Agreement and the MedSource Agreements and the consummation by Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by the board Board of directors Directors of Seller the Buyer, and no other corporate proceedings on the part of Seller is the Buyer are necessary to authorize the execution execution, delivery and delivery performance of this Agreement and the MedSource Agreements by Seller the Buyer and the consummation of the transactions contemplated hereby. This Agreement and each MedSource Agreement has been duly executed and delivered by Seller the Buyer and, assuming due authorization, execution and delivery of this Agreement by Purchaserthe Seller and each Shareholder, is a valid and binding obligation of Seller the Buyer enforceable against it the Buyer in accordance with its terms, except that as such enforcement enforceability may be subject to or limited by (a) applicable bankruptcy, insolvency insolvency, reorganization, or other similar laws, now or hereafter in effect, affecting the enforcement of creditors' rights generally, and (b) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authorization; Validity of Agreement. Seller The Buyer has the requisite corporate power and authority to execute, deliver and perform this Agreement and each other agreement executed or to be executed by the Buyer pursuant to the terms of this Agreement (collectively, the "Chatham Agreements") and to consummate the transactions contemplated hereby, hereby and to cause SUSA and STEL to consummate the Transfers and other transactions contemplated herebythereby. The execution, delivery and performance by Seller the Buyer of this Agreement and the Chatham Agreements and the consummation by Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by the board Board of directors Directors of Seller the Buyer, and no other corporate proceedings on the part of Seller is the Buyer are necessary to authorize the execution execution, delivery and delivery performance of this Agreement and the Chatham Agreements by Seller the Buyer and the consummation of the transactions contemplated hereby. This Agreement and each Chatham Agreement has been duly executed and delivered by Seller the Buyer and, assuming due authorization, execution and delivery of this Agreement by Purchaserthe Sellers and the Shareholder, is a valid and binding obligation of Seller the Buyer enforceable against it the Buyer in accordance with its terms, except that as such enforcement enforceability may be subject to or limited by (a) applicable bankruptcy, insolvency insolvency, reorganization, or other similar laws, now or hereafter in effect, affecting the enforcement of creditors' rights generally, and (b) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authorization; Validity of Agreement. Seller Buyer has the requisite full power and authority to execute, execute and deliver and perform this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby, hereby and to cause SUSA and STEL to consummate the Transfers and other transactions contemplated herebythereby. The execution, delivery and performance by Seller Buyer of this Agreement and the Ancillary Agreements, and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly authorized by the board its Board of directors of Seller Directors and no other proceedings action on the part of Seller Buyer is necessary to authorize the execution and delivery by Buyer of this Agreement by Seller or the Ancillary Agreements and the consummation by it of the transactions contemplated herebyhereby or thereby. This Agreement has been (and the Ancillary Agreements will be) duly executed and delivered by Seller Buyer, and, assuming due and valid authorization, execution and delivery of thereof by Sellers, this Agreement by Purchaserconstitutes (and the Ancillary Agreements when executed and delivered will constitute) the legal, is a valid and binding obligation of Seller Buyer, enforceable against it Buyer in accordance with its their respective terms, except that (i) such enforcement may be subject to or limited by (a) applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar lawsLaws, now or hereafter in effect, affecting creditors' ’ rights generally, generally and (bii) the effect remedy of general principles specific performance and injunctive and other forms of equity (regardless equitable relief may be subject to equitable defenses and to the discretion of whether enforceability is considered in a the court before which any proceeding at law or in equity)therefor may be brought.

Authorization; Validity of Agreement. Each Seller has the requisite full corporate power and authority to execute, execute and deliver and perform this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby, hereby and to cause SUSA and STEL to consummate the Transfers and other transactions contemplated herebythereby. The execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a party, and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly authorized by the board of directors of Seller and no other corporate proceedings on the part of such Seller is are necessary to authorize the execution and delivery by such Seller of this Agreement by Seller or the Ancillary Agreements and the consummation of the transactions contemplated herebyhereby and thereby. This Agreement has been been, and upon execution thereof, each Ancillary Agreement executed by it will be, duly executed and delivered by the applicable Seller and, and (assuming due and valid authorization, execution and delivery of this Agreement hereof and thereof by Purchaser, ) is a valid and binding obligation of such Seller enforceable against it such Seller in accordance with its terms, except that (a) such enforcement may be subject to or limited by (a) applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally, generally and (b) the effect remedy of general principles specific performance and injunctive and other forms of equity (regardless equitable relief may be subject to equitable defenses and to the discretion of whether enforceability is considered in a the court before which any proceeding at law or in equity)therefor may be brought.