Common use of Due Authorization and Enforceability Clause in Contracts

Due Authorization and Enforceability. (a) Each of the Transaction Documents: (i) has been (or, in the case of Transaction Documents other than this Agreement, will be on the Closing Date) duly authorized, executed and delivered by Parent and each of its Subsidiaries (to the extent each is a party thereto), and (ii) constitutes (or, in the case of Transaction Documents other than this Agreement, will constitute on the Closing Date) a valid and binding obligation of Parent and each of its Subsidiaries (to the extent each is a party thereto) enforceable against each such Person in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforceability of creditors' rights generally and by general principles of equity (whether arising under a proceeding at law or in equity). (b) The Loans have been duly authorized by the Borrower and each of the Guaranties have been duly authorized by each Guarantor. Each of the Loans and the Guaranties will be valid and binding obligations of the Borrower and each Guarantor, as applicable, enforceable against it in accordance with their terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforceability of creditors' rights generally and by general principles of equity (whether arising under a proceeding at law or in equity). (i) The provisions of each of the Collateral Documents are effective to create in favor of the Security Trustee for the benefit of itself and the Lenders, a legal, valid and enforceable first priority security interest in all right, title and interest of each Guarantor, the Borrower and Holdco in the collateral described therein, subject only to any Permitted Liens. (ii) Each Collateral Document when delivered and registered (if necessary) will be effective to grant to the Security Trustee for the benefit of itself and the Lenders a legal, valid and enforceable Lien on all the right, title and interest of the mortgagor under such Collateral Document in the mortgaged property described therein and is first ranking in terms of priority in relation to all such property (subject only to statutory priorities and any other interests affecting that property which take priority by operation of law or which the Administrative Agent agrees has priority). (d) All actions required under the Collateral Documents to extend the benefit of the collateral security thereunder to the Loan Liabilities at all times have been duly and effectually taken and completed.

Due Authorization and Enforceability. (a) Each of the Transaction Documents: (i) has been duly authorized (or, or in the case of Transaction Documents other than this the U.K. Tax Sharing Agreement, prior to the date of execution thereof, will be on the Closing Date) duly authorized, executed and delivered ) by Parent Newco and each of its Subsidiaries (to the extent each is a party thereto), thereto and (ii) constitutes upon the execution and delivery thereof by Newco and its Subsidiaries (orto the extent each is a party thereto) (and, in the case of Transaction Documents other than this the U.K. Tax Sharing Agreement, subject to complying with any required procedures set out in Sections 155 to 158 of the Companies Act) will constitute on the Closing Date) a valid and binding obligation of Parent Newco and each of its Subsidiaries (to the extent each is a party thereto) enforceable against each such Person in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforceability of creditors' rights generally and by general principles of equity (whether arising under a proceeding at law or in equity). (b) The Loans and the Bridge Notes have been duly authorized by the Borrower and each of the Guaranties have Guarantee has been duly authorized by Newco. When the Bridge Notes have been executed and delivered pursuant to the terms of this Agreement, each Guarantor. Each of the Loans Loans, the Bridge Notes, and the Guaranties Guarantee will be valid and binding obligations of the Borrower and each Guarantoror Newco, as applicable, enforceable against it in accordance with their terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforceability of creditors' rights generally and by general principles of equity (whether arising under a proceeding at law or in equity). (ic) The provisions of each of the Collateral Documents are effective to create in favor of the Security Trustee for the benefit of itself and the Lenders, a legal, valid and enforceable first priority security interest in all right, title and interest of each Guarantor, the Borrower and Holdco in the collateral described therein, subject only to any Permitted Liens. (ii) Each Collateral Document when delivered and registered (if necessary) will be effective to grant to the Security Trustee for the benefit of itself and the Lenders a legal, valid and enforceable Lien on all the right, title and interest of the mortgagor under such Collateral Document in the mortgaged property described therein and is first ranking in terms of priority in relation to all such property (subject only to statutory priorities and any other interests affecting that property which take priority by operation of law or which the Administrative Agent agrees has priority). (d) All actions required under the Collateral Documents to extend the benefit of the collateral security thereunder to the Loan Liabilities at all times Escrowed Shares have been duly authorized and effectually taken upon delivery to the Escrow Account in accordance with the terms of the Escrow Agreement will be validly issued, and completedupon release from the Escrow Account in accordance with the terms of the Escrow Agreement will be fully paid and nonassessable.

Due Authorization and Enforceability. Seller has full corporate power and authority to execute and deliver this Agreement and the ▇▇▇▇ of Sale (a) Each as hereinafter defined), the Assignment and Assumption Agreement (as hereinafter defined), the Patent Assignment (as hereinafter defined), the Trademark Assignment (as hereinafter defined), the Lease and the Escrow Agreement, and the other documents, instruments and agreements to which it is a party and which are to be delivered to Purchaser upon the Closing Date pursuant to this Agreement (collectively, the “Related Agreements”), and to consummate the transactions contemplated hereby and thereby. Parent has full corporate power and authority to execute and deliver this Agreement. The execution and delivery of this Agreement and the Related Agreements to which it is a party by Seller, and the execution and delivery of this Agreement by Parent, and the consummation of the Transaction Documents: (i) transactions contemplated hereby and thereby has been duly authorized by all necessary corporate actions of Seller and Parent, respectively, including votes of the directors and of the shareholder of Seller, and no other corporate action or proceeding on the part of Seller or Parent is necessary to authorize the execution and delivery of this Agreement or the Related Agreements, or the consummation by Seller or Parent (or, in as the case may be) of Transaction Documents other than the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by Seller and Parent, and this Agreement, will be on Agreement and the Related Agreements to which Seller is a party (when executed and delivered to Purchaser at the Closing Date) duly authorizedare or will be legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their terms. This Agreement (when executed and delivered by Parent and each of its Subsidiaries (to the extent each is a party thereto), and (ii) constitutes (or, in the case of Transaction Documents other than this Agreement, will constitute on Purchaser at the Closing Date) a will be the legal, valid and binding obligation of Parent and each of its Subsidiaries (to the extent each is a party thereto) enforceable against each such Person in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforceability of creditors' rights generally and by general principles of equity (whether arising under a proceeding at law or in equity). (b) The Loans have been duly authorized by the Borrower and each of the Guaranties have been duly authorized by each Guarantor. Each of the Loans and the Guaranties will be valid and binding obligations of the Borrower and each Guarantor, as applicableParent, enforceable against it in accordance with their its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforceability of creditors' rights generally and by general principles of equity (whether arising under a proceeding at law or in equity). (i) The provisions of each of the Collateral Documents are effective to create in favor of the Security Trustee for the benefit of itself and the Lenders, a legal, valid and enforceable first priority security interest in all right, title and interest of each Guarantor, the Borrower and Holdco in the collateral described therein, subject only to any Permitted Liens. (ii) Each Collateral Document when delivered and registered (if necessary) will be effective to grant to the Security Trustee for the benefit of itself and the Lenders a legal, valid and enforceable Lien on all the right, title and interest of the mortgagor under such Collateral Document in the mortgaged property described therein and is first ranking in terms of priority in relation to all such property (subject only to statutory priorities and any other interests affecting that property which take priority by operation of law or which the Administrative Agent agrees has priority). (d) All actions required under the Collateral Documents to extend the benefit of the collateral security thereunder to the Loan Liabilities at all times have been duly and effectually taken and completed.

Due Authorization and Enforceability. The Company has the requisite power and authority to (i) enter into and perform its obligations under (a) Each of the Transaction Documents: (i) has been (or, in the case of Transaction Documents other than this Agreement, will be on the Closing DateNotes, the Indenture and each of the other agreements entered into by the Company in connection with the transactions contemplated by this Agreement or the Indenture (collectively, the “Transaction Documents”) and (b) any documents or agreements entered into by the Company in connection with the Exchange and the transactions contemplated thereby (collectively, the “Exchange Transaction Documents”) and (ii) issue the Securities in accordance with the terms hereof and thereof. The Indenture has been duly authorizedqualified under the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder (the “Trust Indenture Act”) and complies as to form in all material respects with the requirements of the Trust Indenture Act. The execution and delivery of any Transaction Documents or Exchange Transaction Documents executed and delivered by Parent the Company and each the consummation by the Company of its Subsidiaries the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes and the reservation for issuance and issuance of Common Stock issuable upon the conversion of the Notes and the Exchange, have been duly authorized by the Company’s Board of Directors and (to the extent each is a party theretoother than as set forth in Section 3(p) below), and (ii) constitutes (or, assuming the accuracy of the representations and warranties of the Buyer set forth in the case Section 2 of Transaction Documents other than this Agreement, no further filing, consent, or authorization is required by the Company, its Board of Directors or its shareholders in connection with any Transaction Documents, Exchange Transaction Documents or the transactions contemplated thereby. This Agreement and the other Transaction Documents and Exchange Transaction Documents to be executed by the Company have been, or will be, when executed and delivered, duly executed and delivered by the Company, and constitute, or will constitute on when executed and delivered, and as to the Closing Date) a Notes, when authenticated by the Trustee in accordance with the Indenture, the legal, valid and binding obligation obligations of Parent and each of its Subsidiaries (to the extent each is a party thereto) Company, enforceable against each such Person the Company in accordance with its their respective terms, except as enforcement rights to indemnity hereunder may be limited by federal or state securities laws and except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium and other moratorium, reorganization or similar laws affecting the enforceability rights of creditors' rights ’, generally and or by general equitable principles (regardless of equity (whether arising under enforcement is considered in a proceeding in equity or at law or in equitylaw). (b) The Loans have been duly authorized by the Borrower and each of the Guaranties have been duly authorized by each Guarantor. Each of the Loans and the Guaranties will be valid and binding obligations of the Borrower and each Guarantor, as applicable, enforceable against it in accordance with their terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforceability of creditors' rights generally and by general principles of equity (whether arising under a proceeding at law or in equity). (i) The provisions of each of the Collateral Documents are effective to create in favor of the Security Trustee for the benefit of itself and the Lenders, a legal, valid and enforceable first priority security interest in all right, title and interest of each Guarantor, the Borrower and Holdco in the collateral described therein, subject only to any Permitted Liens. (ii) Each Collateral Document when delivered and registered (if necessary) will be effective to grant to the Security Trustee for the benefit of itself and the Lenders a legal, valid and enforceable Lien on all the right, title and interest of the mortgagor under such Collateral Document in the mortgaged property described therein and is first ranking in terms of priority in relation to all such property (subject only to statutory priorities and any other interests affecting that property which take priority by operation of law or which the Administrative Agent agrees has priority). (d) All actions required under the Collateral Documents to extend the benefit of the collateral security thereunder to the Loan Liabilities at all times have been duly and effectually taken and completed.

Due Authorization and Enforceability. (a) Each of The Company has the Transaction Documents: (i) has been (or, in the case of Transaction Documents other than requisite power and authority to enter into and perform its obligations under this Agreement, will be on the Closing DateNotes, the Registration Rights Agreement by and between the Buyer and the Company entered into as of the date of this Agreement (the “Registration Rights Agreement”) duly authorizedand each of the other agreements entered into by the Company in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of any Transaction Documents executed and delivered by Parent the Company and each the consummation by the Company of its Subsidiaries the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes and the reservation for issuance and issuance of Common Stock issuable upon the conversion of the Notes, have been duly authorized by the Company’s Board of Directors and (to the extent each is a party theretoother than as set forth in Section 10(h) below), and (ii) constitutes (or, assuming the accuracy of the representations and warranties of the Buyer set forth in the case Section 9 of Transaction Documents other than this Agreement, no further filing, consent, or authorization is required by the Company, its Board of Directors or its shareholders in connection with any Transaction Documents or the transactions contemplated thereby. This Agreement and the other Transaction Documents to be executed by the Company have been, or will be, when executed and delivered, duly executed and delivered by the Company, and constitute, or will constitute on when executed and delivered, and as to the Closing Date) a Notes, the legal, valid and binding obligation obligations of Parent and each of its Subsidiaries (to the extent each is a party thereto) Company, enforceable against each such Person the Company in accordance with its their respective terms, except as enforcement rights to indemnity hereunder may be limited by federal or state securities laws and except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium and other moratorium, reorganization or similar laws affecting the enforceability rights of creditors' rights ’, generally and or by general equitable principles (regardless of equity (whether arising under enforcement is considered in a proceeding in equity or at law or in equitylaw). (b) The Loans have been duly authorized by the Borrower and each of the Guaranties have been duly authorized by each Guarantor. Each of the Loans and the Guaranties will be valid and binding obligations of the Borrower and each Guarantor, as applicable, enforceable against it in accordance with their terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforceability of creditors' rights generally and by general principles of equity (whether arising under a proceeding at law or in equity). (i) The provisions of each of the Collateral Documents are effective to create in favor of the Security Trustee for the benefit of itself and the Lenders, a legal, valid and enforceable first priority security interest in all right, title and interest of each Guarantor, the Borrower and Holdco in the collateral described therein, subject only to any Permitted Liens. (ii) Each Collateral Document when delivered and registered (if necessary) will be effective to grant to the Security Trustee for the benefit of itself and the Lenders a legal, valid and enforceable Lien on all the right, title and interest of the mortgagor under such Collateral Document in the mortgaged property described therein and is first ranking in terms of priority in relation to all such property (subject only to statutory priorities and any other interests affecting that property which take priority by operation of law or which the Administrative Agent agrees has priority). (d) All actions required under the Collateral Documents to extend the benefit of the collateral security thereunder to the Loan Liabilities at all times have been duly and effectually taken and completed.

Due Authorization and Enforceability. (a) Each of the Transaction Documents: (i) Each Definitive Document has been (orduly authorized by each Credit Party party thereto, in and, assuming due authorization, execution and delivery by the case of Transaction Documents other than this Agreementparties thereto, will be on the Closing Date) duly authorized, when executed and delivered by Parent and each of its Subsidiaries (to the extent each is a Credit Parties party thereto), and (ii) constitutes (or, in the case of Transaction Documents other than this Agreement, will constitute on the Closing Date) a valid and legal, valid, binding obligation of Parent and each of its Subsidiaries (to the extent each is a party thereto) instrument enforceable against the each such Person Credit Party party thereto in accordance with its terms, except as enforcement may be limited by terms (subject to applicable bankruptcy, reorganization, insolvency, reorganizationmoratorium, moratorium and fraudulent conveyance or other similar laws affecting the enforceability of creditors' ’ rights generally and by from time to time in effect, to general principles of equity (whether arising under considered in a proceeding in equity or at law or law)) (collectively, the “Enforceability Limitations”); (ii) each of the New First Lien Notes Indenture and the Second Lien Subordinated Notes Indenture (including, in equityeach case, with respect to the Guarantors, the guarantees contained therein) has been duly authorized by the Credit Parties party thereto and, assuming due authorization, execution and delivery thereof by the Trustee and the Second Lien Subordinated Notes Indenture Trustee, respectively, when executed and delivered by the Credit Parties party thereto, will constitute a legal, valid, binding instrument enforceable against each Credit Party party thereto in accordance with its terms (subject to the Enforceability Limitations). ; (biii) The Loans the New First Lien Notes and the Second Lien Subordinated Notes have been duly authorized by the Borrower Issuer, and each (if applicable), when executed and authenticated in accordance with the provisions of the Guaranties New First Lien Notes Indenture and the Second Lien Subordinated Notes Indenture, as applicable, and delivered to and paid for pursuant to the Definitive Documents, will have been duly executed and delivered by the Issuer and will constitute the legal, valid and binding obligations of the Issuer enforceable against it in accordance with their terms and entitled to the benefits of the New First Lien Notes Indenture and the Second Lien Subordinated Notes Indenture, as applicable (subject, in each case, to the Enforceability Limitations); (iv) the guarantees under the New First Lien Notes Indenture and the Second Lien Subordinated Notes Indenture have been duly authorized by each Guarantor. Each of , and, when the Loans New First Lien Notes Indenture and the Guaranties Second Lien Subordinated Notes Indenture have been executed and authenticated in accordance with the provisions thereof and delivered to and paid for pursuant to the Definitive Documents, will be constitute the legal, valid and binding obligations of the Borrower and each Guarantor, as applicable, Guarantor enforceable against it each Guarantor in accordance with their termsterms and entitled to the benefits of the New First Lien Notes Indenture and the Second Lien Subordinated Notes Indenture, except as enforcement thereof may be limited by applicable bankruptcy(subject, insolvencyin each case, reorganization, moratorium and other similar laws affecting to the enforceability of creditors' rights generally and by general principles of equity (whether arising under a proceeding at law or in equityEnforceability Limitations). (i) The provisions of each of the Collateral Documents are effective to create in favor of the Security Trustee for the benefit of itself and the Lenders, a legal, valid and enforceable first priority security interest in all right, title and interest of each Guarantor, the Borrower and Holdco in the collateral described therein, subject only to any Permitted Liens. (ii) Each Collateral Document when delivered and registered (if necessary) will be effective to grant to the Security Trustee for the benefit of itself and the Lenders a legal, valid and enforceable Lien on all the right, title and interest of the mortgagor under such Collateral Document in the mortgaged property described therein and is first ranking in terms of priority in relation to all such property (subject only to statutory priorities and any other interests affecting that property which take priority by operation of law or which the Administrative Agent agrees has priority). (d) All actions required under the Collateral Documents to extend the benefit of the collateral security thereunder to the Loan Liabilities at all times have been duly and effectually taken and completed.

Due Authorization and Enforceability. Seller has full corporate power and authority to execute and deliver this Agreement and the ▇▇▇▇ of Sale (a) Each as hereinafter defined), the Assignment and Assumption Agreement (as hereinafter defined), the Patent Assignment (as hereinafter defined), the Trademark Assignment (as hereinafter defined), the Lease and the Escrow Agreement, and the other documents, instruments and agreements to which it is a party and which are to be delivered to Purchaser upon the Closing Date pursuant to this Agreement (collectively, the “Related Agreements”), and to consummate the transactions contemplated hereby and thereby. Parent has full corporate power and authority to execute and deliver this Agreement. The execution and delivery of this Agreement and the Related Agreements to which it is a party by Seller, and the execution and delivery of this Agreement by Parent, and the consummation of the Transaction Documents: (i) transactions contemplated hereby and thereby has been duly authorized by all necessary corporate actions of Seller and Parent, respectively, including votes of the directors and of the shareholder of Seller, and no other corporate action or proceeding on the part of Seller or Parent is necessary to authorize the execution and delivery of this Agreement or the Related Agreements, or the consummation by Seller or Parent (or, in as the case may be) of Transaction Documents other than the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by Seller and Parent, and this Agreement, will be on Agreement and the Related Agreements to which Seller is a party (when executed and delivered to Purchaser at the Closing Date) duly authorized, executed and delivered by Parent and each of its Subsidiaries (to the extent each is a party thereto), and (ii) constitutes (or, in the case of Transaction Documents other than this Agreement, will constitute on the Closing Date) a valid and binding obligation of Parent and each of its Subsidiaries (to the extent each is a party thereto) enforceable against each such Person in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforceability of creditors' rights generally and by general principles of equity (whether arising under a proceeding at law are or in equity). (b) The Loans have been duly authorized by the Borrower and each of the Guaranties have been duly authorized by each Guarantor. Each of the Loans and the Guaranties will be legal, valid and binding obligations of the Borrower and each Guarantor, as applicableSeller, enforceable against it Seller in accordance with their terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforceability of creditors' rights generally and by general principles of equity (whether arising under a proceeding at law or in equity). (i) The provisions of each of the Collateral Documents are effective to create in favor of the Security Trustee for the benefit of itself and the Lenders, a legal, valid and enforceable first priority security interest in all right, title and interest of each Guarantor, the Borrower and Holdco in the collateral described therein, subject only to any Permitted Liens. (ii) Each Collateral Document when delivered and registered (if necessary) will be effective to grant to the Security Trustee for the benefit of itself and the Lenders a legal, valid and enforceable Lien on all the right, title and interest of the mortgagor under such Collateral Document in the mortgaged property described therein and is first ranking in terms of priority in relation to all such property (subject only to statutory priorities and any other interests affecting that property which take priority by operation of law or which the Administrative Agent agrees has priority). (d) All actions required under the Collateral Documents to extend the benefit of the collateral security thereunder to the Loan Liabilities at all times have been duly and effectually taken and completed.their