Common use of Corporate Authorization; Enforceability Clause in Contracts

Corporate Authorization; Enforceability. The execution, delivery and performance by LTC of this Agreement, the Interim Agreements and each of the Ancillary Closing Agreements to which it will be a party are within LTC's corporate powers and have been duly authorized by the board of directors of LTC and, subject to the approval by the shareholders of LTC, no other corporate action on the part of LTC is necessary to authorize this Agreement, the Interim Agreements or any of the Ancillary Closing Agreements to which LTC will be a party at the Closing. This Agreement, the Bridge Loan Financing Agreements, each of the Ancillary Closing Agreements and Interim Agreements to which LTC will be a party will be duly executed and delivered by LTC Assuming the due execution and delivery of this Agreement and each of the Ancillary Closing Agreements and Interim Agreements to which LTC will be a party and assuming approval by the shareholders of LTC, this Agreement constitutes, and each Ancillary Closing Agreements and Interim Agreements to which LTC will be a party will constitute, valid and binding agreements of LTC, enforceable against LTC in accordance with their terms, except to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general principles of equity.

Corporate Authorization; Enforceability. The execution, delivery and performance by LTC of this Agreement, the Interim Agreements Agreement and each of the Ancillary Closing Agreements to which it will be a party are within LTC's corporate powers and have been duly authorized by the board Board of directors Directors of LTC and, subject to the approval by the shareholders of LTC, and no other corporate action on the part of LTC is necessary to authorize this Agreement, the Interim Agreements Agreement or any of the Ancillary Closing Agreements to which LTC will be a party at the Closing. This AgreementAgreement has been, the Bridge Loan Financing Agreements, and each of the Ancillary Closing Agreements and Interim Agreements to which LTC will be a party will be be, duly executed and delivered by LTC LTC. Assuming the due execution and delivery of this Agreement and each of the Ancillary Closing Agreements and Interim Agreements to which LTC will be a party and assuming approval by the shareholders of LTCparty, this Agreement constitutes, and each Ancillary Closing Agreements and Interim Agreements to which LTC will be a party will constitute, the valid and binding agreements agreement of LTC, enforceable against LTC in accordance with their its terms, except to the extent that their its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general principles of equity.

Corporate Authorization; Enforceability. The execution, delivery and performance by LTC the Company and IACNA of this Agreement, the Interim Agreements Agreement and each of the Ancillary Closing Agreements to which it or IACNA will be a party are at the Closing are, and will be at the Closing, within LTC's its corporate powers and have been duly authorized by the board of directors of LTC and, subject to the approval by the shareholders of LTC, and no other corporate action on the part of LTC the Company or IACNA, as applicable, is necessary to authorize this Agreement, the Interim Agreements Agreement or any of the Ancillary Closing Agreements to which LTC any of them will be a party at the Closing. This AgreementAgreement has been, the Bridge Loan Financing Agreements, and each of the Ancillary Closing Agreements and Interim Agreements to which LTC the Company and IACNA will be a party at the Closing will be have been, duly executed and delivered by LTC the Company and IACNA, as applicable. Assuming the due execution and delivery of this Agreement and each of the Ancillary Closing Agreements and Interim Agreements to which LTC the Company or IACNA will be a party at the Closing by Lear, its affiliates and assuming approval by the shareholders of LTCSale Companies, this Agreement constitutes, and each Ancillary Closing Agreements and Interim Agreements Agreement to which LTC the Company or IACNA will be a party at the Closing will constituteconstitute at the Closing, valid and binding agreements of LTCthe Company or IACNA, enforceable against LTC them in accordance with their terms, except to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' ’ rights generally and by general principles of equityequitable principles.

Corporate Authorization; Enforceability. The execution, delivery and performance by LTC each of the Sellers and Sale Companies of this Agreement, the Interim Agreements Agreement and each of the Ancillary Closing Agreements to which it will be a party are at the Closing are, and will be at the Closing, within LTC's their corporate powers and have been duly authorized by the board of directors of LTC and, subject to the approval by the shareholders of LTC, and no other corporate action on the part of LTC any of the Sellers or the Sale Companies is necessary to authorize this Agreement, the Interim Agreements Agreement or any of the Ancillary Closing Agreements to which LTC the Sellers and Sale Companies will be a party at the Closing. This AgreementAgreement has been, the Bridge Loan Financing Agreements, and each of the Ancillary Closing Agreements and Interim Agreements to which LTC any of the Sellers and the Sale Companies will be a party at the Closing will be have been, duly executed and delivered by LTC each of the Sellers and the Sale Companies. Assuming the due execution and delivery by IAC and the Buyers of this Agreement and each of the Ancillary Closing Agreements and Interim Agreements to which LTC any of the Sellers and the Sale Companies will be a party and assuming approval by at the shareholders of LTCClosing, this Agreement constitutes, and each Ancillary Closing Agreements and Interim Agreements Agreement to which LTC any of the Sellers or the Sale Companies will be a party at the Closing will constituteconstitute at the Closing, valid and binding agreements of LTCeach of the Sellers and the Sale Companies, enforceable against LTC them in accordance with their terms, terms except to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general principles of equityequitable principles.