Common use of Execution and Delivery; Enforceability Clause in Contracts

Execution and Delivery; Enforceability. This Agreement and each Seller Ancillary Agreement has been duly executed and delivered by Seller and constitutes the legal, valid and binding obligation of Seller, enforceable in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights or by principles of equity (the “Enforceability Exceptions”).

Execution and Delivery; Enforceability. This Agreement and each Seller Ancillary Agreement has been duly executed and delivered by such Seller and constitutes constitute the legal, valid and binding obligation of such Seller, enforceable in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights or by principles of equity (equity. Such Seller is not a party to, subject to, or bound by any Order, or any Contract which would prevent the “Enforceability Exceptions”)execution or delivery of this Agreement by such Seller, or the sale of the Shares to Buyer.

Execution and Delivery; Enforceability. This Agreement has been, and each Seller Ancillary Agreement has been upon delivery will be, duly executed and delivered by Seller Sellers and constitutes constitutes, or upon such delivery will constitute, the legal, valid and binding obligation of SellerSellers, enforceable in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights or by principles of equity (the “Enforceability Exceptions”).

Execution and Delivery; Enforceability. This Agreement and each other document, instrument or agreement to be executed and delivered by Seller Ancillary Agreement in connection herewith has been duly executed and delivered by Seller and constitutes the legal, valid and binding obligation of Seller, enforceable in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ ' rights or by principles of equity (the “Enforceability Exceptions”)equity.

Execution and Delivery; Enforceability. This Agreement has been, and each Seller Ancillary Agreement has been will upon delivery be, duly executed and delivered by Seller and constitutes constitutes, or will upon such delivery constitute, the legal, valid and binding obligation of Seller, enforceable in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws Laws of general application affecting enforcement of creditors’ rights or by principles of equity (the “Enforceability Exceptions”).

Execution and Delivery; Enforceability. This Agreement has been, and each Seller Ancillary Agreement has been upon delivery will be, duly executed and delivered by Seller Parties and constitutes constitutes, or upon such delivery will constitute, the legal, valid and binding obligation of SellerSeller Parties, enforceable in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights or by principles of equity (the “Enforceability Exceptions”).

Execution and Delivery; Enforceability. This Agreement and each Seller Ancillary Agreement has been duly executed and delivered by Seller and constitutes the legal, valid and binding obligation of Seller, enforceable in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvencysimilar laws relating to debtor relief, reorganization, moratorium or other laws of and general application affecting enforcement of creditors’ rights or by principles of equity (equity. Seller is not a party to, subject to, or bound by any Order or any Contract which would prevent the “Enforceability Exceptions”)execution or delivery of this Agreement or any Seller Ancillary Agreement by Seller or the sale or contribution of the Stock to Buyer.

Execution and Delivery; Enforceability. This Agreement and each Seller Ancillary Agreement has been duly and validly executed and delivered by Seller Seller, and constitutes constitutes, if duly and validly executed by the legalcounterparties hereto, the valid and binding obligation of Seller, enforceable against the Seller in accordance with its terms, except as such enforcement may be limited by applicable terms subject to (i) bankruptcy, insolvency, reorganization, moratorium and other similar Laws now or other laws of general application hereafter in effect relating to or affecting enforcement of creditors’ rights or by generally, and (ii) general principles of equity (the “Enforceability Exceptions”regardless of whether considered in a proceeding at Law or in equity).

Execution and Delivery; Enforceability. This Agreement has been, and each Seller Ancillary Agreement has been upon delivery will be, duly executed and delivered by such Seller and constitutes constitutes, or upon such delivery will constitute, the legal, valid and binding obligation of such Seller, enforceable in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights or by principles of equity (the “Enforceability Exceptions”).

Execution and Delivery; Enforceability. This Agreement and each Seller Ancillary Agreement has been duly executed and delivered by such Seller and constitutes constitute the legal, valid and binding obligation of such Seller, enforceable in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights or by principles of equity (equity. Such Seller is not a party to, subject to, or bound by any Order, or any Contract which would prevent the “Enforceability Exceptions”)execution or delivery of this Agreement by such Seller, the sale of the Membership Interests to Buyer by the Company, or the sale of the Purchased Assets to Buyer by the Asset Seller.

Execution and Delivery; Enforceability. This Agreement has been, and each Related Agreement to be executed and delivered by Seller Ancillary Agreement has been will upon such delivery be, duly executed and delivered by Seller and constitutes constitutes, or will upon such delivery constitute, the legal, valid and binding obligation of Seller, enforceable in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights or by principles of equity (the “Enforceability Exceptions”)equity.

Execution and Delivery; Enforceability. This Agreement and each Seller Ancillary Agreement has the Related Agreements have been duly and validly executed and delivered by Seller and constitutes constitute the legal, valid and binding obligation obligations of Seller, enforceable against Seller in accordance with its their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights or by principles of equity (such exceptions collectively the “Enforceability Exceptions”), and are effective to transfer the Shares to Buyer.