Common use of Authority and Enforceability Clause in Contracts

Authority and Enforceability. Buyer has the limited liability company power and authority to execute and deliver this Agreement and the Related Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. All limited liability company actions or proceedings to be taken by or on the part of Buyer to authorize and permit the due execution and valid delivery by Buyer of this Agreement and the Related Agreements to which it is a party, the performance by Buyer of its obligations hereunder and thereunder, and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly and properly taken. This Agreement has been duly executed and delivered by Buyer and, assuming the due authorization, execution and delivery by Seller, constitutes the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Buyer is a party has been duly executed and delivered by Buyer, assuming the due authorization, execution and delivery by each other party thereto, such Related Agreement will constitute the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.

Authority and Enforceability. Buyer (i) Each of the Seller and OTH has the limited liability company corporate power and authority to execute execute, deliver and deliver this Agreement perform its obligations under and consummate the Related Agreements transactions contemplated by each of the Transaction Documents to which it is a party and the other instruments and agreements to be executed and delivered by the Seller or OTH as contemplated hereby and thereby, including the sale and transfer of the Sale Shares pursuant to this Agreement. (ii) The execution, delivery and performance of the Transaction Documents to which either the Seller or OTH is a party, and all other instruments and agreements to perform its obligations hereunder be executed and thereunder delivered by the Seller or OTH as contemplated hereby and to consummate thereby, and the consummation of the transactions contemplated hereby and thereby. All limited liability company actions , have been duly authorised by the respective directors and, to the extent required, the respective shareholders of the Seller and OTH, as relevant, and no other corporate or proceedings to be taken by or shareholder action on the part of Buyer the Seller or OTH is necessary to authorize authorise the execution, delivery and permit performance of the due execution and valid delivery by Buyer of this Agreement and the Related Agreements Transaction Documents to which it the Seller or OTH is a party, the performance by Buyer of its obligations hereunder such other instruments and thereunder, agreements contemplated hereby and thereby or the consummation by Buyer of the transactions contemplated hereby and thereby thereby. (iii) The Transaction Documents to which either the Seller or OTH is a party and all other instruments and agreements to be executed and delivered by the Seller or OTH as contemplated hereby and thereby, when delivered in accordance with the terms hereof, assuming the due execution and delivery of the Transaction Documents and each such other document by the other parties hereto and thereto, shall have been duly and properly taken. This Agreement has been duly executed and delivered by Buyer and, assuming each of the due authorization, execution Seller and delivery by Seller, constitutes the OTH and shall be valid and legally binding obligation obligations of Buyer, each of the Seller and OTH enforceable against Buyer them in accordance with its terms and conditionstheir terms, except to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganizationreorganisation, moratorium, fraudulent conveyance moratorium or other similar Laws relating to laws affecting the enforcement of creditors’ rights generally and or to general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Buyer is a party has been duly executed and delivered by Buyer, assuming the due authorization, execution and delivery by each other party thereto, such Related Agreement will constitute the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawequitable principles.

Authority and Enforceability. Buyer Parent has the limited liability company corporate power and authority to execute and deliver this Agreement and the Related Ancillary Agreements to which it is a partybe executed and delivered by Parent as contemplated hereby. Subject to the Parent Stockholders Approval, to perform its obligations hereunder Parent has the corporate power and thereunder and authority to consummate the transactions contemplated hereby and thereby. All limited liability company actions or proceedings by the Ancillary Agreements to be taken executed and delivered by or on the part of Buyer to authorize Parent as contemplated hereby. The execution, delivery and permit the due execution and valid delivery by Buyer performance of this Agreement and the Related all Ancillary Agreements to which it is a party, the performance be executed and delivered by Buyer of its obligations hereunder and thereunderParent as contemplated hereby, and the consummation by Buyer of the transactions contemplated hereby and thereby thereby, have been duly authorized by Parent’s board of directors and properly takensubject to the Parent Stockholders Approval no other corporate or stockholder action on the part of Parent or its stockholders is necessary to authorize the execution, delivery and performance of this Agreement and such Ancillary Agreements by Parent and the consummation of the transactions contemplated hereby and thereby. This Agreement has and all Ancillary Agreements to be executed and delivered by Parent as contemplated hereby, when delivered in accordance with the terms hereof and thereof, assuming the due execution and delivery of this Agreement and each other Ancillary Agreement by the other parties hereto and thereto, shall have been duly executed and delivered by Buyer and, assuming the due authorization, execution Parent and delivery by Seller, constitutes the shall be valid and legally binding obligation obligations of BuyerParent, enforceable against Buyer Parent in accordance with its terms and conditionstheir terms, except to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws relating to laws affecting the enforcement of creditors’ rights generally and to general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Buyer is a party has been duly executed and delivered by Buyer, assuming the due authorization, execution and delivery by each other party thereto, such Related Agreement will constitute the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawequitable principles.

Authority and Enforceability. Buyer (a) Seller has the limited liability company requisite corporate power and authority to execute and deliver enter into this Asset Purchase Agreement and the Related Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. All limited liability company actions or proceedings to be taken by or on the part of Buyer to authorize and permit the due The execution and valid delivery by Buyer of this Asset Purchase Agreement and the Related Agreements to which it is a party, the performance by Buyer of its obligations hereunder and thereunder, and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly and properly takenauthorized by all necessary corporate action on the part of Seller. This Agreement Seller has been duly executed and delivered by Buyer and, assuming the due authorization, execution and delivery by Seller, this Asset Purchase Agreement. This Asset Purchase Agreement constitutes the valid and legally binding obligation of BuyerSeller, enforceable against Buyer it in accordance with its terms and conditionsterms, subject to applicable except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws affecting or relating to creditors’ rights generally generally, and general principles (ii) the availability of equityinjunctive relief and other equitable remedies. (b) Seller has the requisite corporate power and authority to enter into each Ancillary Agreement and to consummate the transactions contemplated thereby. The execution and delivery by Seller of each Ancillary Agreement and the consummation of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of Seller. On or prior to the Closing, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Buyer is a party has been Seller will have duly executed and delivered by Buyer, assuming the due authorization, each Ancillary Agreement. Upon execution and delivery of the Ancillary Agreements by each other party theretoSeller, such Related Agreement the Ancillary Agreements will constitute the valid and legally binding obligation of BuyerSeller, enforceable against Buyer it in accordance with its terms and conditionsterms, subject to applicable except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws affecting or relating to creditors’ rights generally generally, and general principles (ii) the availability of equityinjunctive relief and other equitable remedies. The Ancillary Agreements will effectively vest in Buyer good, whether such enforceability is considered in a proceeding in equity or at lawvalid and marketable title to all the Purchased Assets free and clear of all Liens, other than Permitted Liens.

Authority and Enforceability. Buyer has (a) Seller (to the limited liability company extent related to the Business) and the Business Subsidiaries have all requisite corporate or other organizational power and authority to execute own, lease and operate their properties and to carry on the Business as now conducted, except where the failure to have such power and authority would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect. (b) Seller has all necessary corporate power and authority to enter into, execute, deliver and, subject to obtaining the Seller Stockholder Approval, perform its obligations under this Agreement, the Reorganization Agreement and the Related Agreements License Agreement. The execution, delivery and, subject to which it is a partyobtaining the Seller Stockholder Approval, to perform its obligations hereunder performance of this Agreement, the Reorganization Agreement and thereunder and to consummate the transactions contemplated hereby and thereby. All limited liability company actions or proceedings to be taken License Agreement by or Seller have been duly authorized by all requisite action on the part of Buyer to authorize and permit the due execution and valid delivery by Buyer of this Agreement and the Related Agreements to which it is a party, the performance by Buyer of its obligations hereunder and thereunder, and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly and properly takenSeller. This Agreement has been duly executed and delivered by Buyer Seller and, assuming the due authorization, execution and delivery of this Agreement by SellerPurchaser, constitutes the this Agreement is a legal, valid and legally binding obligation of BuyerSeller, enforceable against Buyer it in accordance with its terms and conditionsterms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or conveyance, general equity principles, other similar Laws relating to of general application affecting enforcement of creditors’ rights generally and general principles rules of equityLaw governing specific performance, whether injunctive relief and other equitable remedies (the “Enforceability Limitations”). The Reorganization Agreement and the License Agreement have been duly executed and delivered by Seller and are legal, valid and binding obligations of Seller, enforceable against it in accordance with their terms, except as such enforceability is considered in a proceeding in equity or at lawmay be limited by the Enforceability Limitations. When each Related Table of Contents (c) The Company has all necessary corporate power and authority to enter into, execute, deliver and perform its obligations under the Reorganization Agreement. The execution, delivery and performance of the Reorganization Agreement to which Buyer is a party by the Company have been duly authorized by all requisite action on the part of the Company. The Reorganization Agreement has been duly executed and delivered by Buyerthe Company and is a legal, assuming the due authorization, execution and delivery by each other party thereto, such Related Agreement will constitute the valid and legally binding obligation of Buyerthe Company, enforceable against Buyer it in accordance with its terms terms, except as such enforceability may be limited by the Enforceability Limitations. Excalibur has all necessary limited liability company power and conditionsauthority to enter into, execute, deliver and perform its obligations under the License Agreement. The execution, delivery and performance of the License Agreement by Excalibur have been duly authorized by all requisite action on the part of Excalibur. The License Agreement has been duly executed and delivered by Excalibur and is a legal, valid and binding obligation of Excalibur, enforceable against it in accordance with its terms, except as such enforceability may be limited by the Enforceability Limitations. (d) At a meeting duly called and held, the board of directors of Seller (i) determined that this Agreement, the Reorganization Agreement and the Sale and the Reorganization Transactions are expedient and for the best interests of Seller and its stockholders, (ii) approved this Agreement, the other Transaction Documents and the Transactions, (iii) resolved, subject to applicable bankruptcythe terms of this Agreement, insolvencyto recommend that the stockholders of Seller adopt a resolution authorizing the Sale and the Reorganization Transactions (the “Seller Recommendation”) (provided that any change, reorganizationmodification or rescission of such recommendation by the board of directors of Seller in accordance with Section 4.06 shall not be a breach of this Section 2.02(d)), moratoriumand (iv) directed that such matter be submitted for consideration of the stockholders of Seller at the Stockholders’ Meeting, fraudulent conveyance which resolutions, subject to Section 4.06(f), have not been rescinded, modified or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawwithdrawn.

Authority and Enforceability. Buyer (a) The Company has the limited liability company all necessary corporate power and authority to execute and deliver this Agreement and the Related Agreements to which it is a party, party and each certificate and other instrument required hereby to be executed and delivered by the Company pursuant hereto and to perform its obligations hereunder and thereunder and to consummate the Acquisition and the other transactions contemplated hereby and thereby. All limited liability company actions or proceedings to be taken The execution, delivery and performance by or on the part of Buyer to authorize and permit the due execution and valid delivery by Buyer Company of this Agreement and Agreement, the Related Agreements to which it the Company is a party and each certificate and other instrument required to be executed and delivered by the Company pursuant hereto and the consummation by the Company of the Acquisition and the other transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part of the Company. The Board of Directors of the Company has unanimously approved this Agreement, the Related Agreements to which the Company is a party, the performance by Buyer of its obligations hereunder and thereunder, Acquisition and the consummation by Buyer of the other transactions contemplated hereby and thereby have been duly and properly taken. This Agreement has been duly and, other than the Shareholder Consent, no other corporate proceedings on the part of the Company or the Company Shareholders are necessary to authorize this Agreement, the Related Agreements to which the Company is a party or any certificate or other instrument required to be executed and delivered by Buyer the Company pursuant hereto or to consummate the Acquisition or any other transactions contemplated hereby or thereby. None of such actions by the Board of Directors of the Company have been amended, rescinded or modified. This Agreement, the Related Agreements to which the Company is a party and each certificate and other instrument required to be executed and delivered by the Company pursuant hereto has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Seller, constitutes the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms the Company Shareholders, the Escrow Agent (if applicable) the Representative, and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Buyer is a party has been duly executed and delivered by Buyer, assuming the due authorization, execution and delivery by each other party thereto, such Related Agreement will constitute the constitutes a legal, valid and legally binding obligation of Buyerthe Company, enforceable against Buyer the Company in accordance with its terms and conditionstheir respective terms, subject to applicable bankruptcy, insolvency, reorganizationreorganization or similar laws of general application affecting the rights and remedies of creditors, moratoriumand to general equity principles. (b) The Shareholder Consent delivered to Buyer is correct and complete and represents the approval by all Company Shareholders of the adoption of this Agreement and performance by the Company hereunder upon the terms and subject to the conditions set forth in this Agreement, fraudulent conveyance in accordance with, and as required by, the Company Organizational Documents. The Shareholder Consent is the only approvals by the Company Securityholders (in their capacity as such) necessary for the Company to adopt this Agreement and perform its obligations hereunder and consummate the transactions contemplated hereby, and no further vote or other similar Laws relating approval on the part of any Company Securityholders (in their capacity as such) is or will be required for the Company to creditors’ rights generally approve or adopt this Agreement or the Related Agreements to which the Company is a party, perform its obligations hereunder or thereunder or consummate the transactions contemplated hereby or thereby. (c) The information furnished on or in any document mailed, delivered or otherwise furnished to the Company Shareholders in connection with this Agreement and general principles the Acquisition did not contain, at or prior to the Closing, any untrue statement of equitya material fact necessary in order to make the statements made therein, whether such enforceability is considered in a proceeding in equity or at lawlight of the circumstances under which made, not misleading.

Authority and Enforceability. Buyer (i) Each of the Seller and OTH has the limited liability company corporate power and authority to execute execute, deliver and deliver this Agreement perform its obligations under and consummate the Related Agreements transactions contemplated by each of the Transaction Documents to which it is a party and the other instruments and agreements to be executed and delivered by the Seller or OTH as contemplated hereby and thereby, including the sale and transfer of the Sale Shares pursuant to this Agreement. (ii) The execution, delivery and performance of the Transaction Documents to which either the Seller or OTH is a party, and all other instruments and agreements to perform its obligations hereunder be executed and thereunder delivered by the Seller or OTH as contemplated hereby and to consummate thereby, and the consummation of the transactions contemplated hereby and thereby. All limited liability company actions , have been duly authorised by the respective directors and, to the extent required, the respective shareholders of the Seller and OTH, as relevant, and no other corporate or proceedings to be taken by or shareholder action on the part of Buyer the Seller or OTH is necessary to authorize authorise the execution, delivery and permit performance of the due execution and valid delivery by Buyer of this Agreement and the Related Agreements Transaction Documents to which it the Seller or OTH is a party, the performance by Buyer of its obligations hereunder such other instruments and thereunder, agreements contemplated hereby and thereby or the consummation by Buyer of the transactions contemplated hereby and thereby thereby. (iii) The Transaction Documents to which either the Seller or OTH is a party and all other instruments and agreements to be executed and delivered by the Seller or OTH as contemplated hereby and thereby, when delivered in accordance with the terms hereof, assuming the due execution and delivery of the Transaction Documents and each such other document by the other parties hereto and thereto, shall have been duly and properly taken. This Agreement has been duly executed and delivered by Buyer and, assuming each of the due authorization, execution Seller and delivery by Seller, constitutes the OTH and shall be valid and legally binding obligation obligations of Buyer, each of the Seller and OTH enforceable against Buyer them in accordance with its terms and conditionstheir terms, except to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganizationreorganisation, moratorium, fraudulent conveyance moratorium or other similar Laws relating to laws affecting the enforcement of creditors’ ' rights generally and or to general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Buyer is a party has been duly executed and delivered by Buyer, assuming the due authorization, execution and delivery by each other party thereto, such Related Agreement will constitute the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawequitable principles.

Authority and Enforceability. Buyer Such Seller has the limited liability company requisite power and authority to execute and deliver this Agreement and the Related Agreements to which it is a partyInstrument of Assignment, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby hereby. The execution, delivery and thereby. All limited liability company actions or proceedings to be taken performance by or on the part of Buyer to authorize and permit the due execution and valid delivery by Buyer such Seller of this Agreement and the Related Agreements to which it is a party, the performance by Buyer Instrument of its obligations hereunder and thereunderAssignment, and the consummation by Buyer such Seller of the transactions contemplated hereby and thereby thereby, have been duly authorized by all necessary action on the part of such Seller, and properly takenno other action is necessary on the part of such Seller to authorize this Agreement or the Instrument of Assignment or to consummate the transactions contemplated hereby or thereby. This Agreement has been (and at Closing, the Instrument of Assignment will have been) duly executed and delivered by Buyer such Seller and, assuming the due authorization, execution and delivery by Sellereach other Party hereto, this Agreement constitutes (and at Closing, the Instrument of Assignment will constitute) a legal, valid and legally binding obligation of Buyersuch Seller, enforceable against Buyer such Seller in accordance with its terms and conditionsterms, subject to applicable except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawLaw. When each Related Agreement to which Buyer Highstar Capital Fund II, L.P. also represents and warrants that the Power of Attorney is a party has been duly executed and delivered by Buyerlegal, assuming the due authorization, execution and delivery by each other party thereto, such Related Agreement will constitute the valid and legally binding and has not been revoked and remains in full force and effect and provides Highstar Capital XX XX, L.P. with sufficient authority to execute and deliver this Agreement, and the Instrument of Assignment, and to consummate the transactions contemplated hereby and thereby, in each case on behalf of American General Life Insurance Company such that this Agreement is, and at the Closing the Instrument of Assignment will be, a legal, valid and binding obligation of BuyerAmerican General Life Insurance Company, enforceable against Buyer American General Life Insurance Company in accordance with its terms and conditionsterms, subject to applicable except as limited by (A) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (B) general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawLaw.

Authority and Enforceability. Buyer Each Seller has the limited liability company corporate power and authority to execute and deliver this Agreement and the Related Agreements other Transaction Documents to which it is a party, to perform its obligations hereunder be executed and thereunder delivered by such Seller as contemplated hereby. Each Seller has the corporate power and authority to consummate the transactions contemplated hereby and thereby. All limited liability company actions or proceedings by the other Transaction Documents to be taken executed and delivered by or on the part of Buyer to authorize such Seller as contemplated hereby. The execution, delivery and permit the due execution and valid delivery by Buyer performance of this Agreement and the Related Agreements other Transaction Documents to which it is a party, the performance be executed and delivered by Buyer of its obligations hereunder and thereundersuch Seller as contemplated hereby, and the consummation by Buyer of the transactions contemplated hereby and thereby thereby, have been duly authorized by such Seller's Board of Directors and properly takenno other corporate action on the part of such Seller is necessary to authorize the execution, delivery and performance of this Agreement and such other Transaction Documents by such Seller and the consummation of the transactions contemplated hereby and thereby. This Agreement has and the other Transaction Documents to be executed and delivered by each Seller as contemplated hereby, when delivered in accordance with the terms hereof, assuming the due execution and delivery of this Agreement and each such other Transaction Document by the other parties hereto and thereto (other than either of the Sellers), shall have been duly executed and delivered by Buyer and, assuming the due authorization, execution such Seller and delivery by Seller, constitutes the shall be valid and legally binding obligation obligations of Buyersuch Seller, enforceable against Buyer such Seller in accordance with its terms and conditionstheir terms, except to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws relating to or affecting the enforcement of creditors’ ' rights generally and to general equitable principles (regardless of equity, whether such the issue of enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Buyer is a party has been duly executed and delivered by Buyer, assuming the due authorization, execution and delivery by each other party thereto, such Related Agreement will constitute the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law).

Authority and Enforceability. (a) Buyer has the limited liability company all necessary corporate power and authority to execute and deliver this Agreement and Agreement, the Related Agreements to which it Buyer is a party, party and each certificate and other instrument required to be executed and delivered by it pursuant hereto and to perform its obligations hereunder and thereunder and to consummate the Acquisition and the other transactions contemplated hereby and thereby. All limited liability company actions or proceedings The execution, delivery and performance by Buyer of this Agreement, the Related Agreements to which it is a party and each certificate and other instrument required to be taken executed and delivered by or Buyer pursuant hereto and the consummation by Buyer of the Acquisition and the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Buyer. The Board of Directors (or the appropriate committee thereof) of Buyer to authorize (i) have determined that this Agreement, the Acquisition and permit the due execution other transactions contemplated hereby are desirable and valid delivery by in the best interests of Buyer of and its shareholders and (ii) have approved this Agreement and Agreement, the Related Agreements to which it is a party, the performance Acquisition and the other transactions contemplated hereby. No other corporate proceedings on the part of Buyer are necessary to authorize this Agreement, the Related Agreements to which it is a party or any certificate or other instrument required to be executed and delivered by Buyer of its obligations hereunder and thereunder, and pursuant hereto or to consummate the consummation by Buyer of the Acquisition or any other transactions contemplated hereby and thereby or thereby. None of such actions have been amended, rescinded or modified. (b) Each of this Agreement, the Related Agreements to which Buyer is a party and each certificate and other instrument required to be executed and delivered by Buyer pursuant hereto has been (or will be prior to or at the Closing) duly and properly taken. This Agreement has been duly validly executed and delivered by Buyer and, assuming the due authorization, execution and delivery by Sellerthe Company, the Company Shareholders and the Representative, constitutes the a legal, valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditionstheir respective terms, subject to applicable bankruptcy, insolvency, reorganizationreorganization or similar laws of general application affecting the rights and remedies of creditors, moratorium, fraudulent conveyance or other similar Laws relating and to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Buyer is a party has been duly executed and delivered by Buyer, assuming the due authorization, execution and delivery by each other party thereto, such Related Agreement will constitute the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawprinciples.

Authority and Enforceability. Buyer (a) The Seller has the limited liability company all requisite corporate power and authority to execute and deliver this Agreement and the Related Agreements each Ancillary Agreement to which it the Seller is a party, party and to perform its obligations hereunder under this Agreement and thereunder each such Ancillary Agreement. The execution, delivery and to consummate the transactions contemplated hereby and thereby. All limited liability company actions or proceedings to be taken by or on the part of Buyer to authorize and permit the due execution and valid delivery by Buyer performance of this Agreement and the Related Agreements to which it is a party, the performance by Buyer of its obligations hereunder and thereunder, each Ancillary Agreement and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the shareholders of Seller. The Seller has duly and properly takenvalidly executed and delivered this Agreement and, on or prior to the Closing, the Seller will have duly and validly executed and delivered each Ancillary Agreement to which it is a party. This Agreement has been duly executed constitutes, and delivered by Buyer and, assuming the due authorization, upon execution and delivery by Sellereach Ancillary Agreement to which the Seller is a party will constitute, constitutes the valid and legally binding obligation of Buyerthe Seller, enforceable against Buyer the Seller in accordance with its terms and conditionsterms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other moratorium and similar Laws relating to laws affecting creditors’ rights generally and remedies generally, and subject, as to enforceability, to general principles of equity, equity (regardless of whether such enforceability enforcement is considered sought in a proceeding at law or in equity or at law. When equity). (b) Each Shareholder has all requisite power, authority and legal capacity to execute and deliver this Agreement and each Related Ancillary Agreement to which Buyer such Shareholder is a party and to perform its respective obligations under this Agreement and each such Ancillary Agreement. Each Shareholder has been duly and validly executed and delivered by Buyerthis Agreement and, assuming on or prior to the due authorizationClosing, each Shareholder will have duly and validly executed and delivered each Ancillary Agreement to which it is a party. This Agreement constitutes, and upon execution and delivery by of each other Ancillary Agreement to which a Shareholder is a party will constitute, the valid and binding obligation of the Shareholder that is party thereto, such Related Agreement will constitute the valid and legally binding obligation of Buyer, enforceable against Buyer such Shareholder in accordance with its terms and conditionsterms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other moratorium and similar Laws relating to laws affecting creditors’ rights generally and remedies generally, and subject, as to enforceability, to general principles of equity, equity (regardless of whether such enforceability enforcement is considered sought in a proceeding at law or in equity or at lawequity).

Authority and Enforceability. (a) Each Buyer has the all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and Agreement, the Related other Transaction Agreements to which it such Buyer is or will be a partyparty and each certificate and other instrument required by this Agreement or any other Transaction Agreements to be executed and delivered by Buyers pursuant hereto or thereto, to perform its their obligations hereunder and thereunder and to consummate the Transactions and the other transactions contemplated hereby and thereby. All limited liability company actions or proceedings to be taken The execution, delivery and performance by or on the part of Buyer to authorize and permit the due execution and valid delivery by each Buyer of this Agreement and Agreement, the Related other Transaction Agreements to which it such Buyer is or will be a partyparty and each certificate and other instrument required to be executed and delivered by such Buyer pursuant hereto or thereto, the performance by such Buyer of its obligations hereunder and thereunder, thereunder and the consummation by such Buyer of the Transactions and the other transactions contemplated hereby and thereby thereby, have been duly and properly takenvalidly authorized by all necessary corporate or limited liability company action on the part of such Buyer. The board of directors of each Buyer has approved this Agreement, the other Transaction Agreements to which such Buyer is or will be a party and the Transactions and the other transactions contemplated hereby and thereby, and no other corporate or limited liability company proceedings on the part of such Buyer or any of its Subsidiaries are necessary to authorize this Agreement or any other Transaction Agreements to which such Buyer is or will be a party or to consummate the Transactions on the terms set forth herein and therein. (b) This Agreement has been duly Agreement, the other Transaction Agreements to which any Buyer is or will be a party and each certificate and other instrument required to be executed and delivered by such Buyer pursuant hereto or thereto has been (or will be) duly and validly executed and delivered by such Buyer and, assuming the due authorization, execution and delivery by Seller, constitutes the (or will constitute) a legal, valid and legally binding obligation of such Buyer, enforceable against such Buyer in accordance with its terms and conditionsrespective terms, subject in each case to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance reorganization or other similar Laws relating of general application affecting the rights and remedies of creditors, and to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Buyer is a party has been duly executed and delivered by Buyer, assuming the due authorization, execution and delivery by each other party thereto, such Related Agreement will constitute the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.

Authority and Enforceability. Buyer (a) The Company has the limited liability company all requisite corporate power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and the Related Agreements each Ancillary Agreement to which it is a party. The execution, to perform its obligations hereunder delivery and thereunder and to consummate the transactions contemplated hereby and thereby. All limited liability company actions or proceedings to be taken by or on the part of Buyer to authorize and permit the due execution and valid delivery by Buyer performance of this Agreement and the Related Agreements to which it is a party, the performance by Buyer of its obligations hereunder and thereunder, each Ancillary Agreement and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company. The Company has duly and properly takenvalidly executed and delivered this Agreement and, on or prior to the Closing, the Company will have duly and validly executed and delivered each Ancillary Agreement to which it is a party. This Agreement has been duly executed constitutes, and delivered by Buyer and, assuming the due authorization, upon execution and delivery by Sellereach Ancillary Agreement to which the Company is a party will constitute, constitutes the valid and legally binding obligation of Buyerthe Company, enforceable against Buyer the Company in accordance with its terms terms. (b) The Seller has all requisite power, authority and conditionscapacity to execute, subject deliver and perform his obligations under this Agreement and each Ancillary Agreement to which he is a party. The execution, delivery and performance of this Agreement and each Ancillary Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Seller. The Seller has duly and validly executed and delivered this Agreement. This Agreement constitutes, and upon execution and delivery each Ancillary Agreement to which the Seller is a party will constitute, the valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws relating to laws affecting creditors’ rights generally and by general principles of equity, equity (regardless of whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Buyer is a party has been duly executed and delivered by Buyer, assuming the due authorization, execution and delivery by each other party thereto, such Related Agreement will constitute the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawLaw).

Authority and Enforceability. Buyer (a) The Company has the limited liability company all necessary corporate power and authority to execute and deliver this Agreement and the Related Agreements Agreement to which it is a party, the Escrow Agreement and each certificate and other instrument required hereby to be executed and delivered by the Company pursuant hereto and to perform its obligations hereunder and thereunder and to consummate the Acquisition and the other transactions contemplated hereby and thereby. All limited liability company actions or proceedings The execution, delivery and performance by the Company of this Agreement, the Escrow Agreement and each certificate and other instrument required to be taken executed and delivered by or on the part of Buyer to authorize and permit the due execution and valid delivery by Buyer of this Agreement and the Related Agreements to which it is a party, the performance by Buyer of its obligations hereunder and thereunder, Company pursuant hereto and the consummation by Buyer the Company of the Acquisition and the other transactions contemplated hereby and thereby have been duly and properly takenvalidly authorized by all necessary corporate action on the part of the Company. This The Board of Directors of the Company has unanimously approved this Agreement, the Escrow Agreement, the Acquisition and the other transactions contemplated hereby and thereby, and no other corporate proceedings on the part of the Company or the Company Shareholders are necessary to authorize this Agreement, the Escrow Agreement has been duly or any certificate or other instrument required to be executed and delivered by Buyer the Company pursuant hereto or to consummate the Acquisition or any other transactions contemplated hereby or thereby. None of such actions by the Board of Directors of the Company have been amended, rescinded or modified. This Agreement, the Escrow Agreement and each certificate and other instrument required to be executed and delivered by the Company pursuant hereto has been (or will be) duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by SellerParent, Buyer and the Representative, constitutes the (or will constitute) a legal, valid and legally binding obligation of Buyerthe Company, enforceable against Buyer the Company in accordance with its terms and conditionsterms, subject to applicable bankruptcy, insolvency, reorganizationreorganization or similar laws of general application affecting the rights and remedies of creditors, moratoriumand to general equity principles. (b) The Company has received (and delivered to Buyer) correct and complete copies of the Shareholder Consent approving the Company’s adoption of this Agreement upon the terms and subject to the conditions set forth in this Agreement. The Shareholder Consent was delivered by the holders of at least a majority of the outstanding Company Shares voting as a single class and on an as-converted to Company Ordinary Shares basis. The Shareholder Consent is the only approval of the Company Shareholders (in their capacity as such) necessary for the Company to adopt this Agreement, fraudulent conveyance and no further vote or approval on the part of any Company Shareholders (in their capacity as such) will be required for the Company to approve or adopt this Agreement, the Escrow Agreement and each certificate and other similar Laws relating instrument required hereby to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Buyer is a party has been duly be executed and delivered by Buyer, assuming the due authorization, execution and delivery by each other party thereto, such Related Agreement will constitute the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawCompany.

Authority and Enforceability. Buyer has the limited liability company power and authority to execute and deliver this Agreement and the Related Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. All limited liability company actions or proceedings to be taken by or on the part of Buyer to authorize and permit the due execution and valid delivery by Buyer of this Agreement and the Related Agreements to which it is a party, the performance by Buyer of its obligations hereunder and thereunder, and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly and properly taken. This Agreement has been duly executed and delivered by Buyer Xxxxx and, assuming the due authorization, execution and delivery by Seller, constitutes the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Buyer Xxxxx is a party has been duly executed and delivered by BuyerXxxxx, assuming the due authorization, execution and delivery by each other party thereto, such Related Agreement will constitute the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.

Authority and Enforceability. (a) Buyer has the all necessary limited liability company power and authority to execute and deliver this Agreement, the other Transaction Agreements and each certificate and other instrument required by this Agreement and the Related or any other Transaction Agreements to which it is a partybe executed and delivered by Buyer pursuant hereto or thereto, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby Transactions. The execution, delivery and thereby. All limited liability company actions or proceedings to be taken by or on the part of Buyer to authorize and permit the due execution and valid delivery performance by Buyer of this Agreement and the Related Agreements to which it is a partyAgreement, the performance other Transaction Agreements and each certificate and other instrument required to be executed and delivered by Buyer of its obligations hereunder and thereunderpursuant hereto or thereto, and the consummation by Buyer of the transactions contemplated hereby and thereby Transactions, have been duly and properly takenvalidly authorized by all necessary limited liability company action on the part of Buyer. The board of managers of Buyer has approved this Agreement, the other Transaction Agreements and the Transactions, and no other limited liability company proceedings on the part of Buyer are necessary to authorize this Agreement or any other Transaction Agreements or to consummate the Transactions on the terms set forth herein and therein. (b) This Agreement Agreement, the other Transaction Agreements and each certificate and other instrument required to be executed and delivered by Buyer pursuant hereto or thereto has been (or will be) duly and validly executed and delivered by Buyer and, assuming the due authorization, execution and delivery by Seller, constitutes the (or will constitute) a legal, valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditionsrespective terms, subject in each case to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance reorganization or other similar Laws relating of general application affecting the rights and remedies of creditors, and to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Buyer is a party has been duly executed and delivered by Buyer, assuming the due authorization, execution and delivery by each other party thereto, such Related Agreement will constitute the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.

Authority and Enforceability. Buyer Seller has the limited liability company full corporate power and authority to execute and deliver this Agreement and the Related Agreements other Seller Delivered Documents and to which it is a partyconsummate the transactions contemplated by this Agreement and the other Seller Delivered Documents and otherwise to comply with and perform Seller’s obligations under this Agreement and the other Seller Delivered Documents. The execution and delivery by Seller of this Agreement and the other Seller Delivered Documents, to perform the performance by Seller of its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. All limited liability company actions or proceedings to be taken by or on the part of Buyer to authorize and permit the due execution and valid delivery by Buyer of this Agreement and the Related Agreements to which it is a party, the performance by Buyer of its obligations hereunder and thereunder, and the consummation by Buyer Seller of the transactions contemplated on its part hereby and thereby have been duly authorized by all requisite corporate action in accordance with the terms of its Governing Documents, including approval from its board of directors and properly takensole stockholder. No approval from the holders of outstanding commmon stock of Parent or any other action on the part of Seller, its Affiliates or their respective equityholders is necessary to authorize the execution and delivery of this Agreement anny of the Seller Delivered Documents, the performance by Seller of its obligations under this Agreement or any of the Seller Delivered Documents or the consummation by Seller of the transactions contemplated by this Agreement or any of the Seller Delivered Documents. This Agreement has been duly executed and delivered by Buyer andSeller, and (assuming the due authorization, execution and delivery by SellerBuyer) this Agreement constitutes a legal, constitutes the valid and legally binding obligation of Buyer, Seller enforceable against Buyer Seller in accordance with its terms and conditionsterms, subject to applicable except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance insolvency or other similar Laws and court decisions relating to or affecting the enforcement of creditors’ rights generally and general (including statutory or other Laws regarding fraudulent transfers) or by equitable principles of equity(the “Enforceability Exceptions”). The other Seller Delivered Documents will, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Buyer is a party has been duly when executed and delivered by BuyerSeller, assuming the due authorization, execution and delivery by each other party thereto, such Related Agreement will constitute the Seller’s valid and legally binding obligation of Buyer, obligations enforceable against Buyer it in accordance with its terms and conditionstheir terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether except as such enforceability is considered in a proceeding in equity or at lawenforcement may be limited by the Enforceability Exceptions.

Authority and Enforceability. Buyer Each of Seller and Parent has the limited liability company all necessary corporate power and authority to execute and deliver this Agreement and the Related Agreements any other Subject Agreement to which it is or will be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyContemplated Transactions. All limited liability company actions or proceedings to be taken by or on the part of Buyer to authorize and permit the due The execution and valid delivery by Buyer of this Agreement and the Related Agreements any other Subject Agreement by Seller or Parent to which it Seller or Parent is or will be a party, the performance by Buyer of its obligations hereunder and thereunder, and the consummation by Buyer Seller and Parent of the transactions contemplated hereby and thereby Contemplated Transactions have been duly and properly takenauthorized by all necessary action on the part of Seller. This Agreement has been duly executed and delivered by Buyer andSeller and Parent, and (assuming the due authorization, execution and delivery by Sellerthe other parties hereto) constitutes a legal, constitutes the valid and legally binding obligation of BuyerSeller and Parent, enforceable against Buyer Seller and Parent in accordance with its terms and conditionsterms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance liquidation or other similar Laws Legal Requirements relating to to, or affecting generally the enforcement of, creditors’ rights generally and general remedies or by other equitable principles of equity, whether such enforceability is considered in a proceeding in equity or at lawgeneral application. When each Related Agreement to which Buyer is a party has been duly executed and delivered by Buyer, assuming Upon the due authorization, execution and delivery by each Seller or Parent, as applicable, of the Subject Agreements to which Seller or Parent is or will be a party, and assuming due execution and delivery by the other party parties thereto, each such Related Subject Agreement will constitute the valid legal, valid, and legally binding obligation of BuyerSeller or Parent, as applicable, enforceable against Buyer Seller or Parent, as applicable, in accordance with its terms and conditionsterms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance liquidation or other similar Laws Legal Requirements relating to to, or affecting generally the enforcement of, creditors’ rights generally and general remedies or by other equitable principles of equitygeneral application. Each of Seller and Parent has the necessary power, whether such enforceability authority, and capacity to execute and deliver, and to perform its obligations under, this Agreement and each Subject Agreement to which it is considered in or will be a proceeding in equity or at lawparty.

Authority and Enforceability. Buyer (a) The Company has the limited liability company all requisite corporate power and authority to execute and deliver this Agreement and the each Related Agreements Agreement to which it the Company is a party, party and to perform fully its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebythereunder. All limited liability company actions or proceedings to be taken by or on the part of Buyer to authorize and permit the due The execution and valid delivery by Buyer of this Agreement and the Related Agreements to which it is a party, the performance by Buyer of its obligations hereunder and thereunder, party and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly and properly takenauthorized by all necessary corporate action on the part of the Company. This Agreement and each of the Related Agreements to which it is a party has been duly executed and delivered by Buyer the Company and, assuming the due authorization, execution this Agreement and delivery by Seller, constitutes such Related Agreements constitute the valid and legally binding obligation agreement of Buyerthe other parties hereto and thereto, this Agreement and such Related Agreements constitute the legal, valid and binding obligations of the Company, enforceable against Buyer the Company in accordance with its terms and conditionstheir respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws laws now or hereafter in effect relating to creditors’ ' rights and remedies generally and subject, as to enforceability, to general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity or at law. When equity). (b) Each Shareholder has all requisite legal right, power and authority to enter into this Agreement and each Related Agreement to which Buyer he is a party and to agree to the transactions contemplated hereby and thereby and to perform all of his obligations hereunder and thereunder. This Agreement and each of the Related Agreements to which each Shareholder is a party has been duly executed and delivered by Buyersuch Shareholder and, assuming this Agreement and each of the due authorization, execution and delivery by each other Related Agreements to which such Shareholder is a party thereto, such Related Agreement will constitute the valid and legally binding obligation agreement of Buyerthe other parties hereto and thereto, this Agreement and each of the Related Agreements constitute the legal, valid and binding obligations of such Shareholder, enforceable against Buyer him in accordance with its terms and conditionstheir respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws laws now or hereafter in effect relating to creditors’ ' rights and remedies generally and subject, as to enforceability, to general principles of equity, equity (regardless of whether such enforceability is considered in a proceeding at law or in equity or at lawequity).

Authority and Enforceability. Buyer Such Stockholder has the limited liability company requisite power and authority to execute and deliver this Agreement and any agreement to be executed pursuant hereto (including the Related Agreements to which it is a party, to perform its obligations hereunder and thereunder Release contemplated by Section 8.2(e) hereof) and to consummate the transactions contemplated hereby and thereby. All limited liability company actions or proceedings to be taken by or on the part of Buyer to authorize and permit the due The execution and valid delivery by Buyer such Stockholder of this Agreement and any agreement to be executed pursuant hereto (including the Related Agreements to which it is a party, the performance Release contemplated by Buyer of its obligations hereunder and thereunderSection 8.2(e) hereof), and the consummation by Buyer such Stockholder of the transactions contemplated hereby and thereby thereby, have been duly authorized by all requisite corporate or limited liability company action and properly takenno other corporate or limited liability company action on the part of such Stockholder is necessary to authorize the execution and delivery by such Stockholder of this Agreement and any agreement to be executed pursuant hereto (including the Release contemplated by Section 8.2(e) hereof) and the consummation by it of the transactions contemplated hereby and thereby. This Agreement and any agreement to be executed pursuant hereto (including the Release contemplated by Section 8.2(e) hereof) has been been, or, if to be executed after the date hereof pursuant to the terms of this Agreement, will be duly executed and delivered by Buyer and, assuming the due authorization, execution such Stockholder and delivery by Seller, constitutes the a valid and legally binding obligation agreement of Buyer, such Stockholder and is enforceable against Buyer such Stockholder in accordance with its terms and conditionsterms, subject to applicable except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws relating to laws affecting creditors’ ' rights generally and general principles limitations on the availability of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Buyer is a party has been duly executed and delivered by Buyer, assuming the due authorization, execution and delivery by each other party thereto, such Related Agreement will constitute the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawequitable remedies.

Authority and Enforceability. Each of Buyer and Merger Sub has the full corporate or limited liability company power and authority to execute and deliver this Agreement and each of the Related Ancillary Agreements to which it is will be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. All limited liability company actions or proceedings to be taken by or on the part of Buyer to authorize The execution, delivery and permit the due execution and valid delivery performance by Buyer and Merger Sub of this Agreement and each of the Related Ancillary Agreements to which it is will be a party, the performance by Buyer of its obligations hereunder and thereunder, party and the consummation by Buyer and Merger Sub of the transactions contemplated hereby and thereby have been duly and properly takenvalidly authorized by the Board of Directors or Board of Managers of Buyer and Merger Sub and by Buyer as the sole shareholder of Merger Sub. No other corporate proceedings on the part of Buyer or 505026976.1 Merger Sub are necessary to authorize this Agreement or any Ancillary Agreement or to consummate the transactions contemplated hereby or thereby. This Agreement has been been, and upon their execution each of the Ancillary Agreements to which Buyer or Merger Sub will be a party will have been, duly and validly executed and delivered by Buyer andand Merger Sub, assuming as applicable. This Agreement constitutes, and upon their execution each of the due authorizationAncillary Agreements to which Buyer or Merger Sub will be a party will constitute, execution and delivery by Sellerthe legal, constitutes the valid and legally binding obligation obligations of BuyerBuyer and Merger Sub, as applicable, enforceable against Buyer and Merger Sub, as applicable, in accordance with its terms and conditionstheir respective terms, subject to except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws relating to affecting creditors’ rights generally and by general principles of equity, equity (regardless of whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Buyer is a party has been duly executed and delivered by Buyer, assuming the due authorization, execution and delivery by each other party thereto, such Related Agreement will constitute the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law).

Authority and Enforceability. Buyer (a) The Purchaser has the limited liability company all requisite power and authority to execute and deliver this Agreement and the Related Agreements to which it is a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. All limited liability company The Purchaser has taken all requisite corporate or other actions or proceedings to be taken by or on the part of Buyer to authorize and permit the due execution and valid delivery by Buyer of this Agreement and the Related Agreements to which it is a partyAgreement, the performance by Buyer of its obligations hereunder and thereunder, and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly and properly takenhereby. This Agreement has been duly executed and delivered by Buyer the Purchaser and, assuming the due authorization, execution and delivery by Sellereach of the other parties hereto, this Agreement constitutes the valid and legally binding obligation of Buyerthe Purchaser, enforceable against Buyer the Purchaser in accordance with its terms and conditionsterms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer, preference and other similar Laws relating to laws affecting creditors’ rights generally generally, and by general principles of equity, equity (regardless of whether such enforceability enforcement is considered in a proceeding sought in equity or at law. When each Related Agreement ) (the “Enforceability Exceptions”). (b) The Purchaser and its Affiliates have all requisite power and authority to execute and deliver the Ancillary Agreements to which Buyer is it will be a party party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The Purchaser has been and its Affiliates have taken all requisite corporate or other actions to authorize the execution and delivery of the Ancillary Agreements to which it will be a party, the performance of its obligations thereunder and the consummation of the transactions contemplated thereby. Each Ancillary Agreement, if and when executed by the Purchaser or its Affiliates upon the terms and subject to the conditions set forth in this Agreement, will be duly executed and delivered by Buyerthe Purchaser or its Affiliates, and, assuming the due authorization, execution and delivery by each of the other party parties thereto, each such Related Ancillary Agreement will constitute the valid and legally binding obligation of Buyerthe Purchaser or its Affiliates, enforceable against Buyer the Purchaser or its Affiliates in accordance with its terms and conditionsterms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawthe Enforceability Exceptions.

Authority and Enforceability. For purposes of this Section 6.2, “Buyer” includes any Affiliate of Buyer designated by Buyer under Section 2.1. (a) Buyer has the limited liability company all necessary corporate power and authority to execute and deliver this Agreement and Agreement, the Related other Transaction Agreements to which it Buyer is or will be a partyparty and each certificate and other instrument required by this Agreement or any other Transaction Agreements to be executed and delivered by Buyer pursuant hereto or thereto, to perform its their obligations hereunder and thereunder and to consummate the Transactions and the other transactions contemplated hereby and thereby. All limited liability company actions or proceedings to be taken by or on the part of Buyer to authorize The execution, delivery and permit the due execution and valid delivery performance by Buyer as applicable, of this Agreement and Agreement, the Related other Transaction Agreements to which it Buyer is or will be a partyparty and each certificate and other instrument required to be executed and delivered by Buyer pursuant hereto or thereto, the performance by Buyer of its obligations hereunder and thereunder, thereunder and the consummation by Buyer of the Transactions and the other transactions contemplated hereby and thereby thereby, have been duly and properly takenvalidly authorized by all necessary corporate action on the part of Buyer. The board of directors of Buyer has approved this Agreement, the other Transaction Agreements to which Buyer is or will be a party and the Transactions and the other transactions contemplated hereby and thereby, and no other corporate proceedings on the part of Buyer or any of its Affiliates are necessary to authorize this Agreement or any other Transaction Agreements to which Buyer is or will be a party or to consummate the Transactions on the terms set forth herein and therein. (b) This Agreement Agreement, the other Transaction Agreements to which Buyer is or will be a party and each certificate and other instrument required to be executed and delivered by Buyer pursuant hereto or thereto has been (or will be) duly and validly executed and delivered by Buyer and, assuming the due authorization, execution and delivery by Seller, constitutes the (or will constitute) a legal, valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditionsrespective terms, subject in each case to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance reorganization or other similar Laws relating of general application affecting the rights and remedies of creditors, and to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Buyer is a party has been duly executed and delivered by Buyer, assuming the due authorization, execution and delivery by each other party thereto, such Related Agreement will constitute the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.

Authority and Enforceability. Buyer Seller has the limited liability company corporate power and authority to execute and deliver this Agreement and the Related Agreements to which it is a partyparty and, subject to receipt of the Seller Required Consents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. All limited liability company corporate actions or proceedings to be taken by or on the part of Buyer Seller to authorize and permit the due execution and valid delivery by Buyer Seller of this Agreement and the Related Agreements to which it is a party, the performance by Buyer Seller of its obligations hereunder and thereunder, and the consummation by Buyer Seller of the transactions contemplated hereby and thereby have been duly and properly taken. This Agreement has been duly executed and delivered by Buyer Seller and, assuming the due authorization, execution and delivery by SellerXxxxx and receipt of the Seller Required Consents, constitutes the valid and legally binding obligation of BuyerSeller, enforceable against Buyer Seller in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Buyer Seller is a party has been duly executed and delivered by BuyerSeller, assuming the due authorization, execution and delivery by each other party theretothereto and receipt of the Seller Required Consents, such Related Agreement will constitute the valid and legally binding obligation of BuyerSeller, enforceable against Buyer Seller in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.

Authority and Enforceability. Buyer has (a) Seller (to the limited liability company extent related to the Business) and the Business Subsidiaries have all requisite corporate or other organizational power and authority to execute own, lease and operate their properties and to carry on the Business as now conducted, except where the failure to have such power and authority would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect. (b) Seller has all necessary corporate power and authority to enter into, execute, deliver and, subject to obtaining the Seller Stockholder Approval, perform its obligations under this Agreement, the Reorganization Agreement and the Related Agreements License Agreement. The execution, delivery and, subject to which it is a partyobtaining the Seller Stockholder Approval, to perform its obligations hereunder performance of this Agreement, the Reorganization Agreement and thereunder and to consummate the transactions contemplated hereby and thereby. All limited liability company actions or proceedings to be taken License Agreement by or Seller have been duly authorized by all requisite action on the part of Buyer to authorize and permit the due execution and valid delivery by Buyer of this Agreement and the Related Agreements to which it is a party, the performance by Buyer of its obligations hereunder and thereunder, and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly and properly takenSeller. This Agreement has been duly executed and delivered by Buyer Seller and, assuming the due authorization, execution and delivery of this Agreement by SellerPurchaser, constitutes the this Agreement is a legal, valid and legally binding obligation of BuyerSeller, enforceable against Buyer it in accordance with its terms and conditionsterms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or conveyance, general equity principles, other similar Laws relating to of general application affecting enforcement of creditors’ rights generally and general principles rules of equityLaw governing specific performance, whether such enforceability is considered in a proceeding in equity or at lawinjunctive relief and other equitable remedies (the “Enforceability Limitations”). When each Related The Reorganization Agreement to which Buyer is a party has and the License Agreement have been duly executed and delivered by BuyerSeller and are legal, assuming the due authorization, execution and delivery by each other party thereto, such Related Agreement will constitute the valid and legally binding obligation obligations of BuyerSeller, enforceable against Buyer it in accordance with its terms and conditionstheir terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether except as such enforceability is considered in a proceeding in equity or at lawmay be limited by the Enforceability Limitations.

Authority and Enforceability. Each of Buyer and Merger Sub has the limited liability company all requisite corporate or other legal power and authority authority, as applicable, to execute and deliver enter into this Agreement and the any Related Agreements to which it is a party, to perform its obligations hereunder and thereunder party and to consummate the transactions contemplated hereby and thereby, including the Merger. All limited liability company actions or proceedings to be taken The execution and delivery by or on the part each of Buyer to authorize and permit the due execution and valid delivery by Buyer Merger Sub of this Agreement and the any Related Agreements to which it is a party, the performance by Buyer of its obligations hereunder and thereunder, party and the consummation by Buyer of the transactions contemplated hereby and thereby thereby, including the Transactions, have been duly authorized by all necessary corporate or other action, as applicable, on the part of Buyer and properly takenMerger Sub and no further corporate or other action is required on the part of Buyer and Merger Sub to authorize this Agreement and any Related Agreements to which any of Buyer and Merger Sub is a party and the transactions contemplated hereby and thereby, including the Transactions. This Agreement has and any Related Agreements to which any of Buyer and Merger Sub is a party have been duly executed and delivered by Buyer or Merger Sub, as the case may be, or, in the case of the Related Agreements executed after the Agreement Date, shall be duly executed and delivered by Buyer and Merger Sub, as the case may be, and, assuming the due authorization, execution and delivery by Sellerthe other parties hereto and thereto constitute, constitutes or (in the case of Related Agreements executed after the Agreement Date) shall constitute when executed and delivered, the valid and legally binding obligation obligations of BuyerBuyer and Merger Sub, as the case may be, enforceable against each of Buyer and Merger Sub, as the case may be, in accordance with its terms and conditionstheir respective terms, subject to applicable (a) Laws of general application relating to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or moratorium and other similar Laws laws relating to or affecting creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Buyer is a party has been duly executed and delivered by Buyer, assuming affecting the due authorization, execution and delivery by each other party thereto, such Related Agreement will constitute the valid and legally binding obligation availability of Buyer, enforceable against Buyer in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance specific performance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawequitable remedies.

Authority and Enforceability. Buyer (a) Such Target Stockholder has the limited liability company requisite power and authority to execute and deliver this Agreement Joinder. Such Target Stockholder has the requisite power and the Related Agreements to which it is a party, to perform its obligations hereunder and thereunder and authority to consummate the transactions contemplated hereby and thereby. All limited liability company actions or proceedings to be taken by or on the part of Buyer to authorize and permit the due execution and valid delivery by Buyer of this Merger Agreement and the Related Ancillary Agreements. (b) The execution, delivery and performance of this Joinder, and the Ancillary Agreements to which it is a party, be executed and delivered by such Target Stockholder as contemplated by this Joinder and the performance by Buyer of its obligations hereunder and thereunderMerger Agreement, and the consummation by Buyer of the transactions contemplated hereby and thereby thereby, have been duly authorized by such Target Stockholder’s board of directors or other comparable governing body and properly taken. by the requisite holders of capital stock or other equity interests in such Target Stockholder and no other action on the part of such Target Stockholder or any of its directors, managers, stockholders, members, partners or other Persons holding governing authority or equity interests in such Target Stockholder is necessary to authorize the execution, delivery and performance of this Joinder and the Ancillary Agreements by such Target Stockholder and the consummation of the transactions contemplated hereby and thereby. (c) This Joinder and the Ancillary Agreements to be executed and delivered by such Target Stockholder as contemplated hereby and by the Merger Agreement, when delivered in accordance with the terms hereof and thereof, assuming the due execution and delivery of this Agreement has and each other Ancillary Agreement by the other parties hereto and thereto, shall have been duly executed and delivered by Buyer and, assuming the due authorization, execution such Target Stockholder and delivery by Seller, constitutes the shall be valid and legally binding obligation obligations of Buyersuch Target Stockholder, enforceable against Buyer such Target Stockholder in accordance with its terms and conditionstheir terms, except to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws relating to laws affecting the enforcement of creditors’ rights generally and to general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Buyer is a party has been duly executed and delivered by Buyer, assuming the due authorization, execution and delivery by each other party thereto, such Related Agreement will constitute the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawequitable principles.

Authority and Enforceability. Buyer (a) The Company has the limited liability company all requisite corporate power and authority to execute and deliver enter into this Agreement and the Related Agreements Agreement, each other Transaction Document to which it the Company is or will be a party, and, subject to perform its obligations hereunder and thereunder and the receipt of Company Stockholder Approval, to consummate the transactions contemplated hereby and thereby. All limited liability company actions or proceedings to be taken by or on the part of Buyer to authorize and permit the due The execution and valid delivery by Buyer of this Agreement and the Related Agreements each other Transaction Document to which it the Company is or will be a party, the performance by Buyer of its the Company’s obligations hereunder and thereunder, and the consummation by Buyer of the transactions contemplated hereby and or thereby have been duly and properly takenauthorized by all necessary action on the part of the Company. This Agreement has been duly executed and delivered by Buyer and, the Company and constitutes (assuming the due authorization, execution execution, and delivery by Seller, constitutes the other parties hereto) the valid and legally binding obligation of Buyer, the Company enforceable against Buyer the Company in accordance with its terms terms, and conditionseach other Transaction Document to which the Company is or will be a party, after being duly executed and delivered by the Company, will (assuming due authorization, execution, and delivery by the other parties hereto) constitute a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, in each case subject only to applicable the effect, if any, of (i) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium, fraudulent conveyance or other similar Laws laws relating to or affecting the rights or remedies of creditors’ rights generally and , or (ii) general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related law (including the possible unavailability of specific performance or injunctive relief) (such laws and principles described in clauses (i) and (ii) being referred to herein as “Creditors’ Rights”). (b) The Company Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote or consent of the Company Board, has approved this Agreement, the Certificate of Merger, the Merger, and the other transactions contemplated by this Agreement, and determined that this Agreement to which Buyer is a party has been duly executed and delivered the other transactions contemplated by Buyer, assuming this Agreement are advisable and in the due authorization, execution best interests of the Company and delivery by each other party thereto, such Related Agreement will constitute the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawCompany Stockholders.

Authority and Enforceability. Buyer (a) The Company has the limited liability company all requisite corporate power and authority to execute and deliver this Agreement, the Escrow Agreement, the Paying Agent Agreement and the Related Agreements other agreements entered into in connection with the transactions contemplated hereby to which it the Company is a party, to perform its obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby and thereby. All limited liability company actions or proceedings to be taken by or on the part of Buyer to authorize and permit the due The execution and valid delivery by Buyer of this Agreement, the Escrow Agreement, the Paying Agent Agreement and the Related Agreements other agreements entered into in connection with the transactions contemplated hereby to which it the Company is a party, by the Company, its performance by Buyer of its obligations hereunder and thereunder, and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company. Each of this Agreement, the Escrow Agreement, the Paying Agent Agreement and properly taken. This Agreement the other agreements entered into in connection with the transactions contemplated hereby to which the Company is, or will be, a party has been been, or will be, duly executed and delivered by Buyer the Company and, assuming the due authorization, execution and delivery by Sellerthe other parties hereto or thereto (as applicable), constitutes the constitutes, or will constitute, a valid and legally binding obligation of Buyerthe Company, enforceable against Buyer the Company in accordance with its terms and conditions, subject to applicable except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratoriumfraudulent transfer, fraudulent conveyance preference, moratorium or other similar Laws now or hereafter in effect relating to creditors’ rights or affecting creditors generally and or by general equity principles (regardless of equity, whether such enforceability is considered in a proceeding Proceeding in equity or at law. When each Related Law) and except that 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 may be brought (the “Enforceability Limitations”). (b) The board of directors of the Company, at a meeting duly called and held or by written consent, has unanimously (i) declared that the Merger and the other transactions contemplated by this Agreement are advisable, fair to which Buyer is a party has been duly executed and delivered by Buyerin the best interests of the Company and its stockholders, assuming the due authorization, execution (ii) approved and delivery by each other party thereto, such Related declared advisable this Agreement will constitute the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms the provisions of the DGCL, (iii) submitted this Agreement and conditionsthe Merger to the stockholders of the Company for their adoption and approval by written consent and (iv) resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger. (c) The Company Stockholder Approval has been obtained pursuant to the Stockholder Consent, subject which shall become effective as of immediately after the execution of this Agreement in accordance with Section 228(c) of the DGCL. The Stockholder Consent is sufficient for the holders of the Company Capital Stock to applicable bankruptcyadopt this Agreement and approve the Merger, insolvency, reorganization, moratorium, fraudulent conveyance and no other corporate proceedings are necessary to authorize this Agreement or to consummate the Merger and the other similar Laws relating to creditors’ rights generally transactions contemplated hereby (other than the filing and general principles recordation of equity, whether the Certificate of Merger and such enforceability is considered in a proceeding in equity or at lawother documents as required by the DGCL).

Authority and Enforceability. Buyer has the limited liability company power and authority to execute and deliver this Agreement and the Related Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. All limited liability company actions or proceedings to be taken by or on the part of Buyer to authorize and permit the due execution and valid delivery by Buyer of this Agreement and the Related Agreements to which it is a party, the performance by Buyer of its obligations hereunder and thereunder, and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly and properly taken. This Agreement has been duly executed and delivered by Buyer and, assuming the due authorization, execution and delivery by Seller, constitutes the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Buyer is a party has been duly executed and delivered by Buyer, assuming the due authorization, execution and delivery by each other party thereto, such Related Agreement will constitute the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ Public Service Company of New Hampshire dba Eversource Energy Docket DE 17-124 October 12, 2017 Attachment 2 Page 51 of 159 000188 EXECUTION VERSION rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.

Authority and Enforceability. Buyer Each Seller who is a natural person has reached age of majority in the jurisdiction in which such Seller resides. TWL is a corporation duly organized, validly existing and in good standing under the federal laws of Canada, has all requisite power to own, lease and operate its properties and to carry on its business as currently conducted and as proposed to be conducted. Each Seller has the limited liability company requisite power and authority to execute and deliver enter into this Agreement, each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by such Seller in connection with the consummation of the transactions contemplated hereby and thereby (together with this Agreement, the Related Agreements to which it is a party“Seller Documents”), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. All limited liability company actions or proceedings to be taken by or on the part of Buyer to authorize and permit the due The execution and valid delivery by Buyer of this Agreement and the Related Agreements to which it is a party, the performance by Buyer of its obligations hereunder and thereunder, other Seller Documents and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly and properly takenauthorized by all necessary action on the part of each Seller. This Agreement has been been, and each of the other Seller Documents will be at or prior to the Closing, duly executed and delivered by Buyer Sellers and, assuming the due authorization, execution and delivery by SellerBuyer, constitutes this Agreement constitutes, and each of the other Seller Documents when so executed and delivered will constitute the valid and legally binding obligation of Buyereach Seller, enforceable against Buyer it/him in accordance with its terms and conditionstheir respective terms, subject to applicable except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws affecting or relating to creditors’ rights generally generally, and general principles (b) the availability of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Buyer is a party has been duly executed injunctive relief and delivered by Buyer, assuming the due authorization, execution and delivery by each other party thereto, such Related Agreement will constitute the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawequitable remedies.

Authority and Enforceability. Buyer Seller has the requisite limited liability company power and authority to execute and deliver this Agreement and the Related Agreements Seller Ancillary Documents to which it Seller is a partyparty and any other certificate, agreement, document or other instrument that this Agreement requires to perform its obligations hereunder be executed by Seller and thereunder delivered to Purchaser in connection with the Contemplated Transactions (the “Seller’s Closing Documents”) and to consummate the transactions contemplated hereby Contemplated Transactions. The execution, delivery and thereby. All limited liability company actions or proceedings performance by Seller of this Agreement, the Seller Ancillary Documents to be taken which Seller is a party and the Seller’s Closing Documents and the consummation of the Contemplated Transactions by or Seller have been duly authorized by all necessary action on the part of Buyer to authorize and permit the due execution and valid delivery by Buyer of this Agreement and the Related Agreements to which it is a party, the performance by Buyer of its obligations hereunder and thereunder, and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly and properly takenSeller. This Agreement has been duly executed and delivered by Buyer Seller and, assuming as of the due authorizationClosing, execution the Seller Ancillary Documents to which Seller is a party and delivery the Seller’s Closing Documents will have been duly executed and delivered by Seller. This Agreement, constitutes the assuming that this Agreement is a valid and legally binding obligation of BuyerPurchaser, constitutes a valid and binding obligation of Seller enforceable against Buyer Seller in accordance with its terms and conditionsthe Seller Ancillary Documents to which Seller is a party and the Seller’s Closing Documents, subject assuming that the Seller Ancillary Documents to applicable which Seller is a party and the Seller’s Closing Documents are a valid and binding obligation of the other parties thereto, are or, when executed and delivered, shall constitute a legal, valid and binding obligation of Seller enforceable against Seller in accordance with their respective terms, in each case except as enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Applicable Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity generally; or at law. When each Related Agreement to which Buyer is a party has been duly executed and delivered by Buyer, assuming the due authorization, execution and delivery by each other party thereto, such Related Agreement will constitute the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.

Authority and Enforceability. (a) Buyer has the limited liability company all necessary corporate power and authority to execute and deliver this Agreement, the other Transaction Agreements and each certificate and other instrument required by this Agreement and the Related or any other Transaction Agreements to which it is a partybe executed and delivered by the Buyer pursuant hereto or thereto, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. All limited liability company actions or proceedings to be taken by or on the part of Buyer to authorize and permit the due The execution and valid delivery by the Buyer of this Agreement Agreement, the other Transaction Agreements and each certificate and other instrument required to be executed and delivered by the Related Agreements to which it is a partyBuyer pursuant hereto or thereto, the performance by the Buyer of its obligations hereunder and thereunder, thereunder and the consummation by the Buyer of the transactions contemplated hereby and thereby Transactions, have been duly and properly taken. validly authorized by all necessary corporate action on the part of the Buyer, and no other corporate proceedings on the part of the Buyer are necessary to authorize this Agreement or any other Transaction Agreements or to consummate the Transactions on the terms set forth herein and therein. (b) This Agreement has been duly Agreement, the other Transaction Agreements and each certificate and other instrument required to be executed and delivered by the Buyer pursuant hereto or thereto has been (or will be) duly and validly executed and delivered by the Buyer and, assuming the due authorization, execution and delivery by Sellerthe other parties thereto, constitutes the (or will constitute) a legal, valid and legally binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms and conditionsrespective terms, subject in each case to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance reorganization or other similar Laws relating of general application affecting the rights and remedies of creditors, and to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Buyer is a party has been duly executed and delivered by Buyer, assuming the due authorization, execution and delivery by each other party thereto, such Related Agreement will constitute the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.

Authority and Enforceability. Buyer (a) The Company has the limited liability company full corporate power and authority to execute and deliver this Agreement and each of the Related Ancillary Agreements to which it is will be a party, party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby; provided, however, that the Company Shareholder Approval is required for the Company to consummate the Merger. All limited liability company actions or proceedings to be taken The execution, delivery and performance by or on the part of Buyer to authorize and permit the due execution and valid delivery by Buyer Company of this Agreement and each of the Related Ancillary Agreements to which it is a party, the performance by Buyer of its obligations hereunder and thereunder, Company will be party and the consummation by Buyer the Company of the transactions contemplated hereby and thereby have been duly and properly takenvalidly authorized by the Company Board. Subject to receipt of the Company Shareholder Approval, no other corporate proceedings on the part of the Acquired Companies are necessary to authorize the execution and delivery of this Agreement or any Ancillary Agreement or to consummate the transactions contemplated hereby and thereby. This Agreement has been been, and upon their execution each of the Ancillary Agreements to which the Company will be a party will have been, duly executed and delivered by Buyer andthe Company. This Agreement constitutes, assuming and upon their execution each of the due authorizationAncillary Agreements to which the Company will be a party will constitute, execution and delivery by Sellerthe legal, constitutes the valid and legally binding obligation obligations of Buyerthe Company, enforceable against Buyer the Company in accordance with its terms and conditionstheir respective terms, subject to except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws relating to laws affecting creditors’ rights generally and by general principles of equity, equity (regardless of whether such enforceability is considered in a proceeding in equity or at law. When each Related ). (b) The Company Board has unanimously adopted resolutions (i) approving this Agreement and the Ancillary Agreements and declaring their advisability, (ii) approving the Merger and the other transactions contemplated by this Agreement, (iii) determining that the Merger is fair to, and in the best interests of, the Company and the Shareholders, (iv) directing that the adoption of this Agreement be submitted to which Buyer is a party has been duly executed vote at a meeting of the Shareholders and delivered by Buyer, assuming (v) recommending that the due authorization, execution Shareholder approve and delivery by each other party thereto, such Related adopt this Agreement will constitute and the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawMerger.

Authority and Enforceability. Buyer (a) Seller has the all necessary limited liability company power and authority to execute and deliver this Agreement and Agreement, the Related other Transaction Agreements to which it Seller is a partyparty and each certificate and other instrument required by this Agreement or any other Transaction Agreements to be executed and delivered by Seller pursuant hereto or thereto, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. All limited liability company actions or proceedings to be taken by or on the part of Buyer to authorize and permit the due The execution and valid delivery by Buyer Seller of this Agreement and Agreement, the Related other Transaction Agreements to which it Seller is a partyparty and each certificate and other instrument required to be executed and delivered by Seller pursuant hereto or thereto, the performance by Buyer Seller of its obligations hereunder and thereunder, thereunder and the consummation by Buyer Seller of the transactions contemplated hereby and thereby thereby, have been duly and properly taken. validly authorized by all necessary limited liability company action on the part of Seller. (b) The member of Seller has approved this Agreement, the other Transaction Agreements to which Seller is a party and the transactions contemplated hereby and thereby, and no other limited liability company proceedings on the part of Seller are necessary to authorize this Agreement or any other Transaction Agreements to which Seller is or will be a party or to consummate the transactions contemplated hereby and thereby on the terms set forth herein and therein. (c) This Agreement has been duly Agreement, the other Transaction Agreements to which Seller is a party and each certificate and other instrument required to be executed and delivered by Buyer Seller pursuant hereto or thereto have been duly and validly executed and delivered by Seller and, assuming the due authorization, execution and delivery by SellerBuyer, constitutes the constitute legal, valid and legally binding obligation obligations of BuyerSeller, enforceable against Buyer Seller in accordance with its terms and conditionstheir respective terms, subject in each case to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance reorganization or other similar Laws relating Legal Requirements of general application affecting the rights and remedies of creditors, and to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Buyer is a party has been duly executed and delivered by Buyer, assuming the due authorization, execution and delivery by each other party thereto, such Related Agreement will constitute the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.

Authority and Enforceability. Buyer has (a) Each individual Shareholder, custodian Shareholder, and the limited liability company trustees of each Shareholder trust, each in their respective capacity of such Shareholder, have the requisite power and authority authority, and the requisite legal capacity, to execute and deliver this Agreement and the Related Ancillary Agreements to which it is they are a party, to perform its their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. All limited liability company actions For each Shareholder that is a trust, no further action or proceedings approval by such Shareholder or any of its trustee(s) is necessary in connection with the execution, delivery and performance by such Shareholder or its trustee(s) of this Agreement and each of the Ancillary Agreements to be taken which such Shareholder is a party. The execution, delivery and performance by or on the part of Buyer to authorize and permit the due execution and valid delivery by Buyer each Shareholder of this Agreement and the Related Ancillary Agreements to which it is a party, the performance by Buyer of its obligations hereunder and thereunder, party and the consummation by Buyer each Shareholder of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of such Shareholder and properly takenno other action is necessary on the part of such Shareholder to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement and each Ancillary Agreement to which it is a party has been duly executed and delivered by Buyer and, assuming the each Shareholder. Assuming due authorization, execution and delivery by Sellerthe Buyer and each other party thereto, this Agreement and each of the Ancillary Agreements constitutes the a legal, valid and legally binding obligation of Buyereach Shareholder, enforceable against Buyer each Shareholder in accordance with its terms and conditionsterms, subject to applicable except as limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (ii) general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawLaw. (b) Holdco has the requisite power and authority, and the requisite legal capacity, to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. When each Related The execution, delivery and performance by Xxxxxx of this Agreement and the Ancillary Agreements to which it is a party and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of Holdco and no other action is necessary on the part of Holdco to authorize this Agreement or any Ancillary Agreement to which Buyer it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement and each Ancillary Agreement to which Holdco is a party has been duly executed and delivered by Buyer, assuming the Xxxxxx. Assuming due authorization, execution and delivery by the Buyer and each other party thereto, such Related this Agreement will constitute and each of the Ancillary Agreements constitutes a legal, valid and legally binding obligation of BuyerHoldco, enforceable against Buyer Holdco in accordance with its terms and conditionsterms, subject to applicable except as limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (ii) general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawLaw.

Authority and Enforceability. Buyer Each of Acquiror and Merger Sub has the limited liability company all requisite corporate power and authority to execute and deliver enter into this Agreement and Agreement, each of the Related Agreements other agreements contemplated hereby to which it Acquiror or Merger Sub is or will be a party, to perform its obligations hereunder and thereunder party and to consummate the transactions contemplated hereby and therebyhereby. All limited liability company actions or proceedings to be taken by or on the part of Buyer to authorize and permit the due The execution and valid delivery by Buyer of this Agreement and Agreement, each of the Related Agreements other agreements contemplated hereby to which it Acquiror or Merger Sub is or will be a party, the performance by Buyer of its obligations hereunder and thereunder, and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Acquiror and properly takenMerger Sub. This Agreement has been duly executed and delivered by Buyer and, Acquiror and Merger Sub and (assuming the due authorization, execution execution, and delivery by Seller, the other parties hereto) constitutes the valid and legally binding obligation of BuyerAcquiror and Merger Sub, as applicable, enforceable against Buyer Acquiror and Merger Sub, respectively, in accordance with its terms terms, and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or each other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement agreement contemplated hereby to which Buyer Acquiror or Merger Sub is or will be a party has been party, after being duly executed and delivered by BuyerAcquiror or Merger Sub, as applicable, will (assuming the due authorization, execution execution, and delivery by each the other party parties thereto, such Related Agreement will ) constitute the a valid and legally binding obligation of BuyerAcquiror or Merger Sub, enforceable against Buyer Acquiror or Merger Sub in accordance with its terms and conditionsterms, in each case subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditorsCreditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawRights.

Authority and Enforceability. Buyer (a) The Seller has the limited liability company all requisite corporate power and authority to execute and deliver this Agreement and the Related Agreements other Transaction Documents to which it is a party, party and to perform its obligations hereunder and thereunder thereunder. The execution, delivery and to consummate the transactions contemplated hereby and thereby. All limited liability company actions or proceedings to be taken performance by or on the part of Buyer to authorize and permit the due execution and valid delivery by Buyer Seller of this Agreement and the Related Agreements other Transaction Documents to which it is a partyparty have been duly authorized by all necessary corporate action on the part of the Seller and no other corporate proceedings on the part of the Seller is necessary to authorize the execution, the delivery and performance by Buyer of its obligations hereunder and thereunder, this Agreement and the other Transaction Documents to which it is a party or the consummation by Buyer of any of the transactions contemplated hereby and thereby have been duly and properly takenor thereby. This Agreement has and other Transaction Documents (when executed) to which the Seller is a party have been (or, at Closing will be) duly executed and delivered by Buyer andthe Seller and constitute (or at Closing, assuming will constitute) the due authorizationlegal, execution and delivery by Seller, constitutes the valid and legally binding obligation obligations of Buyerthe Seller, enforceable against Buyer the Seller in accordance with its terms and conditionstheir terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance insolvency or other similar Laws relating to laws in effect that affect the enforcement of creditors’ ' rights generally and to general principles of equity, equity (regardless of whether such enforceability enforcement is considered in a proceeding sought in equity or at law. When each Related Agreement ). (b) The Company has all requisite corporate power and authority to execute and deliver the Transaction Documents to which Buyer it is a party has and to perform its obligations thereunder. The execution, delivery and performance by the Company of the Transaction Documents to which it is a party have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company is necessary to authorize the execution, delivery and performance of the Transaction Documents to which it is a party or the consummation of any of the transactions contemplated or thereby. The Transaction Documents to which the Company is a party (when executed) at Closing will be duly executed and delivered by Buyerthe Company and, assuming the due authorizationat Closing, execution and delivery by each other party thereto, such Related Agreement will constitute the legal, valid and legally binding obligation obligations of Buyerthe Company, enforceable against Buyer the Company in accordance with its terms and conditionstheir terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance insolvency or other similar Laws relating to laws in effect that affect the enforcement of creditors’ ' rights generally and to general principles of equity, equity (regardless of whether such enforceability enforcement is considered in a proceeding sought in equity or at law).

Authority and Enforceability. Buyer (a) The Company has the limited liability company full corporate power and authority to execute and deliver this Agreement and Agreement, each of the Related Ancillary Agreements to which it is will be a party, party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby; provided, however, that the Requisite Stockholder Consent is required for the Company to consummate the First Step. All limited liability company actions or proceedings to be taken by or on the part of Buyer to authorize and permit the due The execution and valid delivery by Buyer the Company of this Agreement and each of the Related Ancillary Agreements to which it the Company is a or will be party, the performance by Buyer the Company of its obligations hereunder and thereunder, thereunder and the consummation by Buyer the Company of the transactions contemplated hereby and thereby have been duly and properly takenvalidly authorized by the Company Board. Subject to receipt of the Requisite Stockholder Consent, no other corporate proceeding on the part of the Company, the Company Board or the Securityholders is necessary to authorize the execution and delivery of this Agreement or any Ancillary Agreement or to consummate the transactions contemplated hereby and thereby. This Agreement has been been, and upon their execution each of the Ancillary Agreements to which the Company is or will be a party will have been, duly and validly executed and delivered by Buyer andthe Company. This Agreement constitutes, assuming and upon their execution each of the due authorizationAncillary Agreements to which the Company is or will be a party will constitute, execution and delivery by Sellerthe legal, constitutes the valid and legally binding obligation obligations of Buyerthe Company, enforceable against Buyer the Company in accordance with its terms and conditionstheir respective terms, subject to except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws relating to affecting creditors’ rights generally and general as limited by the availability of specific performance and other equitable remedies or applicable equitable principles (regardless of equity, whether such enforceability is considered in a proceeding in equity or at law. When ). (b) The Company Board has unanimously (i) determined that this Agreement and each Related Agreement of the Ancillary Agreements to which Buyer the Company is a party has been duly executed or will be party, the performance by the Company and delivered its obligations hereunder and thereunder and the consummation by Buyerthe Company of the transactions contemplated hereby and thereby are fair to and in the best interests of the Company and its Stockholders and (ii) resolved to recommend that the Stockholders approve and adopt this Agreement, assuming the due authorizationAncillary Agreements and the consummation of the transactions contemplated hereby and thereby. The Requisite Stockholder Consent are the only votes of the holders of any class or series of the Company’s Capital Stock necessary to approve and adopt this Agreement, execution the Ancillary Agreements and delivery by each other party thereto, such Related Agreement will constitute the valid transactions contemplated hereby and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawthereby.