Common use of Corporate Authorization; Enforceability Clause in Contracts

Corporate Authorization; Enforceability. The execution, delivery and performance by Seller of this Agreement and each of the Ancillary Agreements to which it will be a party at the Closing are, and will be at the Closing, within Seller’s corporate powers and have been duly authorized by the board of directors and sole stockholder of Seller, and no other corporate action on the part of Seller is necessary to authorize this Agreement or any of the Ancillary Agreements to which Seller will be a party at the Closing. This Agreement has been, and each of the Ancillary Agreements to which Seller will be a party at the Closing will have been, duly executed and delivered by Seller. Assuming the due execution and delivery by Purchaser of this Agreement and each of the Ancillary Agreements to which Seller will be a party at the Closing, this Agreement constitutes, and each Ancillary Agreement to which or Seller will be a party at the Closing will constitute at the Closing, valid and binding agreements of Seller, enforceable against each in accordance with their terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity).

Corporate Authorization; Enforceability. The execution, delivery and performance by Seller Purchaser of this Agreement and each of the Ancillary Agreements to which it will be a party at the Closing are, and will be at the Closing, within SellerPurchaser’s corporate powers power and have been duly authorized by the board of directors and sole stockholder of Seller, in accordance with its organizational documents and no other corporate action on the part of Seller Purchaser is necessary to authorize this Agreement or any of the Ancillary Agreements to which Seller Purchaser will be a party at the Closing. This Agreement has been, and each of the Ancillary Agreements to which Seller Purchaser will be a party at the Closing will have been, duly executed and delivered by SellerPurchaser. Assuming the due execution and delivery by Purchaser Seller of this Agreement and each of the Ancillary Agreements to which Seller Purchaser will be a party at the Closing, this Agreement constitutes, and each Ancillary Agreement to which or Seller Purchase will be a party at the Closing will constitute at the Closing, valid and binding agreements of SellerPurchaser, enforceable against each Purchaser in accordance with their terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity).

Corporate Authorization; Enforceability. The execution, delivery and performance by Seller Purchaser of this Agreement and each of the Ancillary Agreements to which it will be a party at the Closing are, and will be at the Closing, within Seller’s Purchaser's corporate powers power and have been duly authorized by the board of directors and sole stockholder of Seller, Purchaser and no other corporate action on the part of Seller Purchaser is necessary to authorize this Agreement or any of the Ancillary Agreements to which Seller Purchaser will be a party at the Closing. This Agreement has been, and each of the Ancillary Agreements to which Seller Purchaser will be a party at the Closing will have been, duly executed and delivered by SellerPurchaser. Assuming the due execution and delivery by Purchaser the Stockholder and Seller of this Agreement and each of the Ancillary Agreements to which Seller Purchaser will be a party at the Closing, this Agreement constitutes, and each Ancillary Agreement to which or Seller Purchase will be a party at the Closing will constitute at the Closing, valid and binding agreements of SellerPurchaser, enforceable against each Purchaser in accordance with their terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors’ ' rights generally and by general principles of equity (whether applied in a proceeding at law or in equity).

Corporate Authorization; Enforceability. The execution, delivery and performance by Seller Purchaser of this Agreement and each of the Ancillary Agreements to which it will be a party at the Closing are, and will be at the Closing, within SellerPurchaser’s corporate powers power and have been duly authorized by the board of directors and sole stockholder of Seller, Purchaser and no other corporate action on the part of Seller Purchaser is necessary to authorize this Agreement or any of the Ancillary Agreements to which Seller Purchaser will be a party at the Closing. This Agreement has been, and each of the Ancillary Agreements to which Seller Purchaser will be a party at the Closing will have been, duly executed and delivered by SellerPurchaser. Assuming the due execution and delivery by Purchaser Seller of this Agreement and each of the Ancillary Agreements to which Seller Purchaser will be a party at the Closing, this Agreement constitutes, and each Ancillary Agreement to which or Seller Purchase will be a party at the Closing will constitute at the Closing, valid and binding agreements of SellerPurchaser, enforceable against each Purchaser in accordance with their terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity).

Corporate Authorization; Enforceability. The execution, delivery and performance by Seller the Buyers of this Agreement and each of the Ancillary Agreements to which it they will be a party at the Closing are, and will be at the Closing, within Seller’s their corporate powers and have been duly authorized by the board of directors and sole stockholder of Seller, and no other corporate action on the part of Seller any of the Buyers is necessary to authorize this Agreement or any of the Ancillary Agreements to which Seller the Buyers will be a party at the Closing. This Agreement has been, and each of the Ancillary Agreements to which Seller any of the Buyers will be a party at the Closing will have been, duly executed and delivered by Sellereach of the Buyers. Assuming the due execution and delivery by Purchaser of this Agreement and each of the Ancillary Agreements to which Seller any of the Buyers will be a party at the ClosingClosing by the Sellers, this Agreement constitutes, and each Ancillary Agreement to which or Seller any of the Buyers will be a party at the Closing will constitute at the Closing, valid and binding agreements of Sellereach of the Buyers, enforceable against each them in accordance with their terms, except as such enforcement to the extent that their enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other and similar laws affecting the enforcement of creditors’ ' rights generally and by general principles of equity (whether applied in a proceeding at law or in equity)equitable principles.

Corporate Authorization; Enforceability. The execution, delivery and performance by Seller Purchaser of this Agreement and each of the Ancillary Agreements to which it will be a party at the Closing are, and will be at the Closing, within SellerPurchaser’s corporate powers power and have been duly authorized by the board of directors and sole stockholder of Seller, Purchaser and no other corporate action on the part of Seller Purchaser is necessary to authorize this Agreement or any of the Ancillary Agreements to which Seller Purchaser will be a party at the Closing. This Agreement has been, and each of the Ancillary Agreements to which Seller Purchaser will be a party at the Closing will have been, duly executed and delivered by SellerPurchaser. Assuming the due execution and delivery by Purchaser DS LLC, BCCM and Sellers of this Agreement and each of the Ancillary Agreements to which Seller Purchaser will be a party at the Closing, this Agreement constitutes, and each Ancillary Agreement to which or Seller Purchaser will be a party at the Closing will constitute at the Closing, valid and binding agreements of SellerPurchaser, enforceable against each Purchaser in accordance with their terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity).

Corporate Authorization; Enforceability. The execution, delivery and performance by Seller Purchaser of this Agreement and each of the Ancillary Agreements to which it will be a party at the Closing are, and will be at the Closing, within Seller’s Purchaser's corporate powers power and have been duly authorized by the board of directors and sole stockholder of Seller, Purchaser and no other corporate action on the part of Seller Purchaser is necessary to authorize this Agreement or any of the Ancillary Agreements to which Seller Purchaser will be a party at the Closing. This Agreement has been, and each of the Ancillary Agreements to which Seller Purchaser will be a party at the Closing will have been, duly executed and delivered by SellerPurchaser. Assuming the due execution and delivery by Purchaser the Companies and Sellers of this Agreement and each of the Ancillary Agreements to which Seller Purchaser will be a party at the Closing, this Agreement constitutes, and each Ancillary Agreement to which or Seller Purchaser will be a party at the Closing will constitute at the Closing, valid and binding agreements of SellerPurchaser, enforceable against each Purchaser in accordance with their terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors’ ' rights generally and by general principles of equity (whether applied in a proceeding at law or in equity).

Corporate Authorization; Enforceability. The execution, delivery and performance by Seller Purchaser of this Agreement and each of the Ancillary Agreements to which it will be a party at the Closing are, and will be at the Closing, within SellerPurchaser’s corporate powers power and have been duly authorized by the board of directors and sole stockholder of Seller, Purchaser and no other corporate action on the part of Seller Purchaser is necessary to authorize this Agreement or any of the Ancillary Agreements to which Seller Purchaser will be a party at the Closing. This Agreement has been, and each of the Ancillary Agreements to which Seller Purchaser will be a party at the Closing will have been, duly executed and delivered by SellerPurchaser. Assuming the due execution and delivery by Purchaser the Sellers of this Agreement and the parties to each of the Ancillary Agreements to which Seller Purchaser will be a party at the Closing, this Agreement constitutes, and each Ancillary Agreement to which or Seller Purchaser will be a party at the Closing will constitute at the Closing, valid and binding agreements of SellerPurchaser, enforceable against each Purchaser in accordance with their terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity).