Common use of Authorization; Validity of Agreement Clause in Contracts

Authorization; Validity of Agreement. The Purchaser has the requisite corporate power and authority to execute and deliver this Agreement and the documents and agreements attached hereto as exhibits to be executed and delivered by Purchaser (such documents and exhibits, the "Purchaser Transaction Documents"). The execution and delivery by the Purchaser of this Agreement and the Purchaser Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of the Purchaser, and no other corporate proceedings on the part of the Purchaser are necessary to authorize the execution and delivery of this Agreement and the Purchaser Transaction Documents by the Purchaser and the consummation of the transactions contemplated hereby and thereby. This Agreement and the Purchaser Transaction Documents have been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery of this Agreement and the Purchaser Transaction Documents by the parties thereto other than the Purchaser, are valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, except to the extent such enforcement may be subject to or limited by (i) bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally and (ii) 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. (a) The Purchaser Selling Stockholder has the requisite corporate power and authority to execute and deliver this Agreement Agreement, the Side Letter and the documents and agreements attached hereto as exhibits to be executed and delivered by Purchaser Registration Rights Agreement (such documents and exhibits, collectively the "Purchaser Selling Stockholder Transaction Documents")) and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Purchaser Selling Stockholder of this Agreement and the Purchaser Selling Stockholder Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of the Purchaser, Selling Stockholder and no other corporate proceedings on the part of the Purchaser Selling Stockholder are necessary to authorize the execution and delivery of this Agreement and the Purchaser Selling Stockholder Transaction Documents by the Purchaser Selling Stockholder and the consummation of the transactions contemplated hereby and thereby. This Agreement and the Purchaser The Selling Stockholder Transaction Documents have been duly executed and delivered by the Purchaser Selling Stockholder and, assuming due authorization, execution and delivery of this Agreement and the Purchaser Selling Stockholder Transaction Documents by the parties thereto hereto other than the PurchaserSelling Stockholder, are valid and binding obligations of the PurchaserSelling Stockholder, enforceable against the Purchaser Selling Stockholder in accordance with their respective terms, except to the extent such enforcement may be subject to or limited by (i) bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally and (ii) 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. (a) The Purchaser Company has the requisite corporate power and authority to execute and deliver this Agreement and and, subject to approval of its stockholders as contemplated by Section 5.6 hereof, to consummate the documents and agreements attached hereto as exhibits to be executed and delivered by Purchaser (such documents and exhibits, the "Purchaser Transaction Documents")transactions contemplated hereby. The execution and delivery by the Purchaser Company of this Agreement and the Purchaser Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly approved and authorized by the Board of Directors of the PurchaserCompany (the "Board") and, and other than adoption of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock, no other corporate proceedings on the part of the Purchaser Company are necessary to approve and authorize the execution and delivery of this Agreement and approval of the Purchaser Transaction Documents Charter Amendment by the Purchaser Company and the consummation by it of the transactions contemplated hereby and therebyhereby. This Agreement and the Purchaser Transaction Documents have has been duly executed and delivered by the Purchaser Company and, assuming due authorization, execution and delivery of this Agreement by Merger Company and the Purchaser Transaction Documents by the parties thereto other than the PurchaserFinance Company, are is a valid and binding obligations obligation of the Purchaser, Company enforceable against the Purchaser Company in accordance with their respective its terms, except to the extent that such enforcement may be subject to or limited by (i) bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally generally, and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (b) The Board has adopted such resolutions as are necessary so that the provisions of Section 203 of the DGCL are inapplicable to the transactions contemplated by this Agreement.

Authorization; Validity of Agreement. The Purchaser Each of the Purchasers has the requisite corporate or limited liability company power and authority to execute execute, deliver and deliver perform this Agreement and each of the documents and agreements attached hereto as exhibits other Transaction Documents to be executed and delivered by Purchaser (such documents and exhibits, the "Purchaser Transaction Documents"). The execution and delivery by the Purchaser of Person pursuant to this Agreement and the Purchaser Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of the PurchaserAgreement, and no other corporate proceedings on the part of the Purchaser are necessary to authorize the execution assume and delivery of this Agreement perform any obligations hereunder and the Purchaser Transaction Documents by the Purchaser thereunder and the consummation of to consummate the transactions contemplated hereby and thereby. This Agreement has been and each of the Purchaser other Transaction Documents have been duly to be executed and delivered by the Purchaser such Person pursuant to this Agreement will at Closing be, duly authorized, executed and delivered by such Person and, assuming the due authorization, execution and delivery by Honeywood, constitutes a legal, valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles. No corporate or limited liability company proceedings on the part of the Purchasers or any of their stockholders or members are necessary to authorize this Agreement and the Purchaser Transaction Documents by or to consummate the parties thereto transactions contemplated hereby or thereby, including the Merger, other than the Purchaser, are valid and binding obligations filing of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, except Certificate of Merger pursuant to the extent such enforcement may be subject to or limited by (i) bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity)CA Code.

Authorization; Validity of Agreement. The Each of Purchaser and Sub has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the documents and agreements attached hereto as exhibits to be executed and delivered by Purchaser (such documents and exhibits, the "Purchaser Transaction Documents")transactions contemplated hereby. The execution and delivery by the Purchaser and Sub of this Agreement and the Purchaser Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board respective boards of Directors directors of Purchaser and Sub, and by Purchaser as the Purchasersole stockholder of Sub, and no other corporate proceedings on the part of the Purchaser or Sub are necessary to authorize the execution and delivery of this Agreement by Purchaser and the Purchaser Transaction Documents by the Purchaser Sub and the consummation of the transactions contemplated hereby and therebyhereby. This Agreement and the Purchaser Transaction Documents have has been duly executed and delivered by the Purchaser and Sub and, assuming due authorization, execution and delivery of this Agreement and the Purchaser Transaction Documents by the parties thereto other than the PurchaserCompany, are is a valid and binding obligations obligation of the Purchasereach of Purchaser and Sub, enforceable against the Purchaser each of them in accordance with their respective its terms, except to the extent as such enforcement enforceability may be subject to or limited by (i) bankruptcy, insolvency insolvency, reorganization or other similar laws, now or hereafter in effect, affecting the enforcement of creditors' rights generally and (ii) generally, except that the effect availability of general principles equitable remedies, including specific performance, may be subject to the discretion 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. The Purchaser Buyer has the requisite corporate power and authority to execute execute, deliver and deliver perform this Agreement and the documents and agreements attached hereto as exhibits each other agreement executed or to be executed and delivered by Purchaser it pursuant to the terms of this Agreement (such documents and exhibitscollectively, the "Purchaser Transaction DocumentsBuyer Agreements")) and to consummate the transactions contemplated hereby and thereby. The execution execution, delivery and delivery performance by the Purchaser Buyer of this Agreement and the Purchaser Transaction Documents other Buyer Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of the PurchaserBuyer, and no other corporate proceedings on the part of the Purchaser Buyer are necessary to authorize the execution execution, delivery and delivery performance of this Agreement and the Purchaser Transaction Documents by other Buyer Agreements to which the Purchaser Buyer is a party and the consummation of the transactions contemplated hereby and thereby. This Agreement and each other Buyer Agreement to which the Purchaser Transaction Documents have Buyer is a party has been duly executed and delivered by the Purchaser Buyer and, assuming due authorization, execution and delivery of this Agreement and the Purchaser Transaction Documents each other Buyer Agreement by the parties thereto other than Seller and the PurchaserParent party thereto, are is a valid and binding obligations obligation of the PurchaserBuyer, enforceable against the Purchaser Buyer in accordance with their respective its terms, except to the extent as such enforcement enforceability may be subject to or limited by (i) applicable bankruptcy, insolvency insolvency, reorganization, or other similar laws, now or hereafter in effect, affecting the enforcement of creditors' rights generally and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity)generally.

Authorization; Validity of Agreement. The Purchaser Each of the Purchasers has the requisite corporate or limited liability company power and authority to execute execute, deliver and deliver perform this Agreement and each of the documents and agreements attached hereto as exhibits other Transaction Documents to be executed and delivered by Purchaser (such documents and exhibits, the "Purchaser Transaction Documents"). The execution and delivery by the Purchaser of Person pursuant to this Agreement and the Purchaser Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of the PurchaserAgreement, and no other corporate proceedings on the part of the Purchaser are necessary to authorize the execution assume and delivery of this Agreement perform any obligations hereunder and the Purchaser Transaction Documents by the Purchaser thereunder and the consummation of to consummate the transactions contemplated hereby and thereby. This Agreement has been and each of the Purchaser other Transaction Documents have been duly to be executed and delivered by the Purchaser such Person pursuant to this Agreement will at Closing be, duly authorized, executed and delivered by such Person and, assuming the due authorization, execution and delivery by each of Parent and Pilus, constitute a legal, valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles. No corporate or limited liability company proceedings on the part of the Purchasers or any of their stockholders or members are necessary to authorize this Agreement and the Purchaser Transaction Documents by or to consummate the parties thereto transactions contemplated hereby or thereby, including the Merger, other than the Purchaser, are valid and binding obligations filing of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, except Certificate of Merger pursuant to the extent such enforcement may be subject to or limited by (i) bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity)ORC.