Common use of Authority and Due Execution Clause in Contracts

Authority and Due Execution. Each of the Pioneer Parties has the requisite power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated herein and therein. The execution, delivery and performance of this Agreement and the other Transaction Documents by Pioneer Parent and Pioneer Investment and the consummation by Pioneer Parent and Pioneer Investment of the transactions contemplated herein or therein have been duly authorized by all necessary corporate action or stockholder action on the part of Pioneer Parent and Pioneer Investment, respectively. The execution, delivery and performance of this Agreement and the other Transaction Documents by Merger Sub and the consummation by Merger Sub of the transactions contemplated herein or therein have been duly authorized by all necessary limited liability company action or member action on the part of Merger Sub. No other proceedings on the part of the Pioneer Parties are necessary to approve and authorize the execution and delivery of this Agreement or the other Transaction Documents contemplated hereby to which it is a party and the consummation of the transactions contemplated hereby and thereby. This Agreement and the other Transaction Documents to which each of the Pioneer Parties is or will be a party have been, or upon execution and delivery by each of the Pioneer Parties will be, duly and validly executed and delivered by the Pioneer Parties and, assuming that this Agreement and the other Transaction Documents constitute the valid and binding agreement of the other Parties hereto and thereto, constitute, or upon execution and delivery will constitute, the valid and binding obligations of the Pioneer Parties, enforceable against each of the Pioneer Parties in accordance with their respective terms and conditions, except that the enforcement hereof and thereof may be limited by Creditors’ Rights.

Authority and Due Execution. Each of the Pioneer Parties The Company has the requisite limited liability company power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated herein and therein. The Upon the receipt of the Company Member Consent, as contemplated herein, the execution, delivery and performance of this Agreement and the other Transaction Documents by Pioneer Parent and Pioneer Investment the Company and the consummation by Pioneer Parent and Pioneer Investment the Company of the transactions contemplated herein or therein have been duly authorized by all necessary corporate action or stockholder action on the part of Pioneer Parent and Pioneer Investment, respectively. The execution, delivery and performance of this Agreement and the other Transaction Documents by Merger Sub and the consummation by Merger Sub of the transactions contemplated herein or therein will have been duly authorized by all necessary limited liability company action or member action on the part of Merger Subthe Company. No other proceedings on the part of the Pioneer Parties Company are necessary to approve and authorize the execution and delivery of this Agreement or the other Transaction Documents contemplated hereby to which it is a party and the consummation of the transactions contemplated hereby and thereby. This Agreement and each of the other Transaction Documents to which each of the Pioneer Parties Company is or will be a party have has been, or upon execution and delivery by each of the Pioneer Parties thereof will be, duly and validly executed and delivered by the Pioneer Parties Company and, assuming that this Agreement and the other Transaction Documents to which the Company is a party constitute the valid and binding agreement of the other Parties parties hereto and thereto, constitute, or upon execution and delivery will constitute, the valid and binding obligations of the Pioneer PartiesCompany, enforceable against each of the Pioneer Parties Company in accordance with their respective terms and conditions, except that the enforcement hereof and thereof may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity) (collectively, “Creditors’ Rights”).

Authority and Due Execution. Each of the Pioneer Parties The Company has the requisite corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated herein and therein. The Upon the receipt of the Stockholder Approval, as contemplated herein, the execution, delivery and performance of this Agreement and the other Transaction Documents by Pioneer Parent and Pioneer Investment the Company and the consummation by Pioneer Parent and Pioneer Investment the Company of the transactions contemplated herein or therein will have been duly authorized by all necessary corporate action or stockholder action on the part of Pioneer Parent and Pioneer Investment, respectively. The execution, delivery and performance of this Agreement and the other Transaction Documents by Merger Sub and the consummation by Merger Sub of the transactions contemplated herein or therein have been duly authorized by all necessary limited liability company action or member action on the part of Merger Sub. No other proceedings on the part of the Pioneer Parties are necessary Company. The Stockholder Approval is the only vote or consent of the holders of any class or series of the Company’s capital stock required to approve and authorize the execution and delivery of adopt this Agreement or and approve the Transaction Documents, approve the Merger and consummate the Merger and the other Transaction Documents contemplated hereby to which it is a party and the consummation of the transactions contemplated hereby and therebyhereby. This Agreement and each of the other Transaction Documents to which each of the Pioneer Parties Company is or will be a party have has been, or upon execution and delivery by each of the Pioneer Parties thereof will be, duly and validly executed and delivered by the Pioneer Parties Company and, assuming that this Agreement and the other Transaction Documents to which the Company is a party constitute the valid and binding agreement of the other Parties parties hereto and theretothereto (subject to the exceptions in (a) and (b) immediately below), constitute, or upon execution and delivery will constitute, the valid and binding obligations of the Pioneer PartiesCompany, enforceable against each of the Pioneer Parties Company in accordance with their respective terms and conditions, except that the enforcement hereof and thereof may be limited by Creditors(a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors’ Rightsrights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The board of directors of the Company, via unanimous written consent, duly and unanimously adopted resolutions (i) determining that the terms of this Agreement, the Merger and the other transactions contemplated hereby are fair to, and in the best interests of, the Stockholders, (ii) approving and declaring advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) directing that this Agreement be submitted to the Stockholders for adoption and (iv) resolving to recommend that the Stockholders vote in favor of the adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.

Authority and Due Execution. Each of the Pioneer Parties Parent and Merger Sub has the requisite power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated herein and therein. The execution, delivery and performance of this Agreement and the other Transaction Documents by Pioneer each of Parent and Pioneer Investment Merger Sub and the consummation by Pioneer Parent and Pioneer Investment Merger Sub of the transactions contemplated herein or therein have been duly authorized by all necessary corporate action or stockholder action on the part of Pioneer Parent and Pioneer Investment, respectively. The execution, delivery and performance of this Agreement and the other Transaction Documents by Merger Sub and the consummation by Merger Sub of the transactions contemplated herein or therein have been duly authorized by all necessary limited liability company action or member action on the part of Merger Sub. No other proceedings on the part of the Pioneer Parties are necessary to approve and authorize the execution and delivery of this Agreement or the other Transaction Documents contemplated hereby to which it is a party and the consummation of the transactions contemplated hereby and thereby. This Agreement and the other Transaction Documents to which each of the Pioneer Parties Parent and Merger Sub is or will be a party have been, or upon execution and delivery by each of the Pioneer Parties Parent and Merger Sub will be, duly and validly executed and delivered by the Pioneer Parties Parent and Merger Sub and, assuming that this Agreement and the other Transaction Documents constitute the valid and binding agreement of the other Parties parties hereto and thereto, constitute, or upon execution and delivery will constitute, the valid and binding obligations of the Pioneer PartiesParent and Merger Sub, enforceable against each of the Pioneer Parties Parent and Merger Sub in accordance with their respective terms and conditions, except that the enforcement hereof and thereof may be limited by Creditorsapplicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors’ Rightsrights generally and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).