Common use of Corporate Authorization; Validity of Agreement; Necessary Action Clause in Contracts

Corporate Authorization; Validity of Agreement; Necessary Action. Each of Parent and Merger Sub has the requisite corporate or limited liability company power and corporate or limited liability company authority to execute and deliver this Agreement, to perform its respective obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by each of Parent and Merger Sub of this Agreement and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the board of directors of Parent and the sole member of Merger Sub and no other corporate or limited liability company proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery by each of Parent and Merger Sub of this Agreement, and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement constitutes a valid and binding obligation of the Stockholder, constitutes a valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Corporate Authorization; Validity of Agreement; Necessary Action. (a) Each of Parent and Merger Sub has the requisite full corporate or limited liability company power and corporate or limited liability company authority to execute and deliver this Agreement, to perform its respective obligations hereunder Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by each of Parent and Merger Sub of this Agreement and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the board their respective boards of directors of Parent and the sole member of Merger Sub directors, and no other corporate action or limited liability company proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery by each of Parent and Merger or Sub of this Agreement, Agreement and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement constitutes a valid and binding obligation of the StockholderCompany, constitutes a valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, fraudulent conveyance, moratorium or other similar Lawslaws, now or hereafter in effect, affecting creditors’ ' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor therefore may be brought. (b) The Boards of Directors of each of Parent and Sub have duly and validly approved and taken all corporate action required to be taken by each of them for the consummation of the transactions contemplated by this Agreement, including having determined that this Agreement and the transactions contemplated hereby, taken together, are fair to and in the best interests of Parent.

Corporate Authorization; Validity of Agreement; Necessary Action. Each of Parent the Buyer and Merger the Transitory Sub has the requisite all necessary corporate or limited liability company power and corporate or limited liability company authority to execute and deliver this Agreement, to perform its respective obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by each of Parent the Buyer and Merger the Transitory Sub of this Agreement and the consummation by each of Parent and Merger Sub them of the transactions contemplated hereby have been duly and validly authorized by the board of directors of Parent and the sole member of Merger Sub all necessary corporate action and no other corporate or limited liability company proceedings on the part of Parent the Buyer or Merger the Transitory Sub are necessary to authorize the execution and delivery by each of Parent and Merger Sub them of this Agreement, Agreement and the consummation by each of Parent and Merger Sub them of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Parent the Buyer and Merger the Transitory Sub, andand constitutes the legal, assuming this Agreement constitutes a valid and binding obligation of the Stockholder, constitutes a valid Buyer and binding obligation of each of Parent and Merger Transitory Sub, enforceable against each of Parent and Merger Sub them in accordance with its terms. Neither the execution, except that delivery or performance of this Agreement by the Buyer or the Transitory Sub nor the consummation by them of the transactions contemplated hereby nor compliance by them with any of the provisions hereof will violate or conflict with (iA) such enforcement any provision of the charter, by-laws or other organizational document of the Buyer or the Transitory Sub, (B) any agreement, arrangement or understanding to which the Buyer or the Transitory Sub is a party or (C) any Governmental Regulation or any order, injunction, writ or decree to which the Buyer or the Transitory Sub may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtsubject.

Corporate Authorization; Validity of Agreement; Necessary Action. Each of Parent and Merger Sub has the requisite full corporate or limited liability company power and corporate or limited liability company authority to execute and deliver this Agreement, and, subject to perform its respective obligations hereunder and obtaining any necessary approval of Parent's stockholders as contemplated by Section 1.6(b) hereof with respect to the Merger, to consummate the transactions contemplated hereby. The execution, delivery and performance by each of Parent and Merger Sub of this Agreement and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by their respective Boards of Directors and by Sub's sole stockholder and, except in the board case of directors obtaining any necessary approval of Parent and the sole member of Merger Sub and Parent's stockholders as contemplated by Section 1.6(b) hereof, no other corporate action or limited liability company proceedings on the part of Parent or Merger and Sub are necessary to authorize the execution and delivery by each of Parent and Merger Sub of this Agreement, Agreement and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement constitutes a valid and binding obligation obligations of the StockholderCompany, constitutes a valid and binding obligation obligations of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Lawslaws, now or hereafter in effect, affecting creditors’ ' rights generally generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Parent Common Stock issued pursuant to the Merger will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

Corporate Authorization; Validity of Agreement; Necessary Action. Each of Parent and Merger Sub has the requisite full corporate or limited liability company power and corporate or limited liability company authority to execute and deliver this Agreement, the Stock Option Agreement and the ▇▇▇▇/Chilmark Stockholder Agreement and, subject in the case of this Agreement to perform its respective obligations hereunder and obtaining any necessary approval of Parent's stockholders as contemplated by Section 1.7(b) hereof with respect to the Merger, to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by each of Parent and Merger Sub of this Agreement and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by their respective Boards of Directors and by Sub's sole stockholder and, except in the board case of directors obtaining any necessary approval of Parent and the sole member of Merger Sub and Parent's stockholders as contemplated by Section 1.7(b) hereof, no other corporate action or limited liability company proceedings on the part of Parent or Merger and Sub are necessary to authorize the execution and delivery by each of Parent and Merger Sub of this Agreement, Agreement and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement constitutes a valid and binding obligation obligations of the StockholderCompany, constitutes a valid and binding obligation obligations of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Lawslaws, now or hereafter in effect, affecting creditors’ ' rights generally generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Parent Common Stock issued pursuant to the Merger, if any, will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

Corporate Authorization; Validity of Agreement; Necessary Action. Each of Parent and Merger Sub has the requisite full corporate or limited liability company power and corporate or limited liability company authority to execute and deliver this Agreement, to perform its respective obligations hereunder Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by each of Parent and Merger Sub of this Agreement and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the its board of directors of Parent and the sole member of Merger Sub directors, and no other corporate action or limited liability company proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery by each of Parent and or Merger Sub of this Agreement, and the consummation by each of Parent and or Merger Sub of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement constitutes a valid and binding obligation of the StockholderShareholders, constitutes a valid and binding obligation of each obligations of Parent and Merger Sub, enforceable against each of Parent and Merger Sub them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Lawslaws, now or hereafter in effect, affecting creditors’ ' rights generally generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Corporate Authorization; Validity of Agreement; Necessary Action. (a) Each of Parent and Merger Sub has the requisite full corporate or limited liability company power and corporate or limited liability company authority to execute and deliver this Agreement, to perform its respective obligations hereunder Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by each of Parent and Merger Sub of this Agreement Agreement, and the consummation by each of Parent and Merger Sub it of the transactions contemplated hereby hereby, have been been, duly and validly authorized by the board their respective boards of directors of Parent and the sole member of Merger Sub and no other corporate action or limited liability company proceedings on the part of the part of Parent or Merger Sub are necessary to authorize the execution and delivery by each of Parent and or Merger Sub of this Agreement, Agreement and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement constitutes a valid and binding obligation of the StockholderCompany, constitutes a valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, fraudulent conveyance, moratorium or other similar Lawslaws, now or hereafter in effect, affecting creditors’ ' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) The Boards of Directors of each of Parent and Merger Sub have duly and validly approved and taken all corporate action required to be taken by each of them for the consummation of the transactions contemplated by this Agreement, including, but not limited to, having determined that this Agreement, and the transactions contemplated hereby, taken together, are advisable and in the best interests of the stockholders of Parent.

Corporate Authorization; Validity of Agreement; Necessary Action. Each of Parent and Merger Sub has the requisite full corporate or limited liability company power and corporate or limited liability company authority to execute and deliver this Agreement, the Stock Option Agreement and the Zell/▇▇▇lmark Stockholder Agreement and, subject in the case of this Agreement to perform its respective obligations hereunder and obtaining any necessary approval of Parent's stockholders as contemplated by Section 1.7(b) hereof with respect to the Merger, to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by each of Parent and Merger Sub of this Agreement and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by their respective Boards of Directors and by Sub's sole stockholder and, except in the board case of directors obtaining any necessary approval of Parent and the sole member of Merger Sub and Parent's stockholders as contemplated by Section 1.7(b) hereof, no other corporate action or limited liability company proceedings on the part of Parent or Merger and Sub are necessary to authorize the execution and delivery by each of Parent and Merger Sub of this Agreement, Agreement and the 0139329.08-01S2a 40 45 consummation by each of Parent and Merger Sub of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub, and, assuming this Agreement constitutes a valid and binding obligation obligations of the StockholderCompany, constitutes a valid and binding obligation obligations of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub them in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Lawslaws, now or hereafter in effect, affecting creditors’ ' rights generally generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Parent Common Stock issued pursuant to the Merger, if any, will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.