Common use of Authority and Approval; Enforceability Clause in Contracts

Authority and Approval; Enforceability. Each Seller has full corporate power and authority or limited liability company power and authority, as the case may be, to execute and deliver this Agreement and the Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby and to perform all of the terms and conditions hereof and thereof to be performed by each of them. The execution and delivery of this Agreement and the Transaction Documents, the consummation of the transactions contemplated hereby and thereby and the performance of all of the terms and conditions hereof and thereof to be performed have been duly authorized and approved by all requisite corporate action or limited liability company action, as the case may be, of such Seller. This Agreement and each of the Transaction Documents to which a Seller is a party, or when executed will be, duly executed and delivered by it, and, assuming this Agreement and each of the Transaction Documents have been duly authorized, executed and delivered by Buyer and its Affiliates, constitute the valid and legally binding obligation of such Seller, enforceable against it, be, in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a proceeding at law or in equity).

Authority and Approval; Enforceability. Each Seller Buyer has full corporate power and authority or limited liability company power and authority, as the case may be, authority to execute and deliver this Agreement and the Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby and to perform all of the terms and conditions hereof and thereof to be performed by each of themit. The execution and delivery by Buyer of this Agreement and the Transaction DocumentsDocuments to which it is a party, the consummation of the transactions contemplated hereby and thereby and the performance of all of the terms and conditions hereof and thereof to be performed have by Buyer has been duly authorized and approved by all requisite corporate action or limited liability company action, as action on the case may be, part of such SellerBuyer. This Agreement and each of the Transaction Documents to which a Seller Buyer is a partyparty have been, or when executed will be, duly executed and delivered by it, Buyer and, assuming this Agreement and each of the Transaction Documents to which Buyer is a party have been duly authorized, executed and delivered by Buyer the Sellers and its Affiliatestheir respective Affiliates who are parties thereto, constitute the valid and legally binding obligation of such SellerBuyer, enforceable against it, be, Buyer in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a proceeding at law or in equity).

Authority and Approval; Enforceability. Each Seller of Parent and HS has full corporate power and authority or limited liability company power and authority, as the case may be, to execute and deliver this Agreement and the Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby and to perform all of the terms and conditions hereof and thereof to be performed by each of them. The execution and delivery of this Agreement and the Transaction Documents, the consummation of the transactions contemplated hereby and thereby and the performance of all of the terms and conditions hereof and thereof to be performed have been duly authorized and approved by all requisite corporate action or limited liability company action, as the case may be, of each such Sellerentity. This Agreement and each of the Transaction Documents to which a Seller each such entity is a partyparty is, or when executed will be, duly executed and delivered by iteach such entity, and, assuming this Agreement and each of the Transaction Documents to which each such entity is a party have been duly authorized, executed and delivered by Buyer the KM Parties and its their Affiliates, constitute the valid and legally binding obligation of each such Sellerentity, as the case may be, enforceable against iteach such entity, as the case may be, in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a proceeding at law or in equity).

Authority and Approval; Enforceability. Each Seller (a) JVP has full corporate power and authority or limited liability company power and authority, as the case may be, authority to execute and deliver this Agreement and the Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby and to perform all of the terms and conditions hereof and thereof to be performed by each of themit. The execution and delivery by JVP of this Agreement and the Transaction DocumentsDocuments to which it is a party, the consummation of the transactions contemplated hereby and thereby and the performance of all of the terms and conditions hereof and thereof to be performed have by JVP has been duly authorized and approved by all requisite corporate action or limited liability company action, as action on the case may be, part of such SellerJVP. This Agreement and each of the Transaction Documents to which a Seller JVP is a partyparty have been, or when executed will be, duly executed and delivered by it, JVP and, assuming this Agreement and each of the Transaction Documents to which JVP is a party have been duly authorized, executed and delivered by Buyer HS, Parent and its Affiliatestheir respective Affiliates who are parties thereto, constitute the valid and legally binding obligation of such SellerJVP, enforceable against it, be, JVP in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a proceeding at law or in equity).

Authority and Approval; Enforceability. (a) Each Seller of the JVP and KEG has full corporate power and authority or limited liability company power and authority, as the case may be, authority to execute and deliver this Agreement and the Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby and to perform all of the terms and conditions hereof and thereof to be performed by each of themit. The execution and delivery of this Agreement and the Transaction Documents, the consummation of the transactions contemplated hereby and thereby and the performance of all of the terms and conditions hereof and thereof to be performed have has been duly authorized and approved by all requisite corporate action or limited liability company action, as action on the case may be, part of such Sellereach of JVP and KEG. This Agreement and each of the Transaction Documents to which a Seller each such entity is a partyparty have been, or when executed will be, duly executed and delivered by it, each such entity and, assuming this Agreement and each of the Transaction Documents to which each such entity is a party have been duly authorized, executed and delivered by Buyer HS, Parent and its Affiliatestheir respective Affiliates who are parties thereto, constitute the valid and legally binding obligation of each such Sellerentity, enforceable against it, be, each such entity in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a proceeding at law or in equity).

Authority and Approval; Enforceability. Each Seller of Parent and HS has full corporate power and authority or limited liability company power and authority, as the case may be, to execute and deliver this Agreement and the Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby and to perform all of the terms and conditions hereof and thereof to be performed by each of them. The execution and delivery of this Agreement and the Transaction Documents, the consummation of the transactions contemplated hereby and thereby and the performance of all of the terms and conditions hereof and thereof to be performed have been duly authorized and approved by all requisite corporate action or limited liability company action, as the case may be, of such SellerParent and HS. This Agreement and each of the Transaction Documents to which a Seller Parent or HS is a party, or when executed will be, duly executed and delivered by itHS or Parent, as the case may be, and, assuming this Agreement and each of the Transaction Documents to which Parent or HS is a party have been duly authorized, executed and delivered by Buyer JVP and its Affiliates, constitute the valid and legally binding obligation of such SellerParent or HS, as the case may be, enforceable against itParent or HS, as the case may be, in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a proceeding at law or in equity).