Common use of Authority and Enforceability Clause in Contracts

Authority and Enforceability. Seller has the corporate power and authority to execute and deliver this Agreement and the Related Agreements to which it is a party 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 corporate actions or proceedings to be taken by or on the part of Seller to authorize and permit the due execution and valid delivery by Seller of this Agreement and the Related Agreements to which it is a party, the performance by Seller of its obligations hereunder and thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby have been duly and properly taken. This Agreement has been duly executed and delivered by Seller and, assuming the due authorization, execution and delivery by Buyer and receipt of the Seller Required Consents, constitutes the valid and legally binding obligation of Seller, enforceable against 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 Seller is a party has been duly executed and delivered by Seller, assuming the due authorization, execution and delivery by each other party thereto and receipt of the Seller Required Consents, such Related Agreement will constitute the valid and legally binding obligation of Seller, enforceable against 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. Seller has the all corporate power and authority necessary to execute and deliver this Agreement deliver, and the Related Agreements to which it is a party perform its obligations under, and, subject to receipt the satisfaction of the Seller Required Consentsclosing conditions, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby by, this Agreement and therebythe Ancillary Agreements. All corporate actions or proceedings to be taken by or on the part of Seller to authorize The execution, delivery and permit the due execution and valid delivery by Seller performance of this Agreement and the Related Ancillary Agreements to which it is a party, the performance by Seller of its obligations hereunder and thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby have been duly and properly takenvalidly authorized by the board of directors of Seller, and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Ancillary Agreement or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by Seller andSeller, assuming the due authorization, execution and delivery by Buyer and receipt of the Seller Required Consents, constitutes the a valid and legally binding obligation agreement of Seller, enforceable against Seller 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 other similar Laws laws affecting or relating to enforcement of creditors’ rights generally and or general principles of equity. At the Closing, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement of the Ancillary Agreements to which Seller is contemplated to be a party has been will be duly and validly executed and delivered by Seller, assuming the due authorization, execution Seller and delivery by each other party thereto and receipt of the Seller Required Consents, such Related Agreement will constitute the a valid and legally binding obligation agreement of Seller, enforceable against Seller 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 other similar Laws laws affecting or relating to enforcement of creditors’ rights generally and or general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.

Authority and Enforceability. Seller (a) The Company has the all necessary corporate power and authority to execute and deliver enter into this Agreement and the Related Agreements to which it is a party Agreement, and, subject to receipt in the case of the Seller Required Consentsconsummation of the Merger to the Company Stockholder Approval, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. All corporate actions or proceedings to be taken by or on the part of Seller to authorize and permit the due The execution and valid delivery by Seller of this Agreement and by the Related Agreements to which it is a party, the performance by Seller of its obligations hereunder and thereunder, Company and the consummation by Seller the Company of the transactions contemplated hereby and thereby have been duly and properly takenauthorized by all necessary corporate action on the part of the Company, subject in the case of the consummation of the Merger to the Company Stockholder Approval. This Agreement has been duly executed and delivered by Seller the Company and, assuming the due authorization, execution and delivery by Buyer Parent and receipt of the Seller Required ConsentsMerger Sub, constitutes the valid and legally binding obligation of Sellerthe Company, enforceable against Seller 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 equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related injunctive relief and other equitable remedies. (b) The only stockholder votes required to adopt this Agreement to which Seller is a party has been duly executed and delivered by Seller, assuming approve the due authorization, execution and delivery by each other party thereto and receipt transactions contemplated hereby are the affirmative vote of the Seller Required Consentsholders of a majority of the then outstanding Company Shares voting as a single class on an as-converted to Common Stock basis on the record date of a duly convened meeting of the Company Stockholders, or by written consent in lieu of such Related meeting (the "Company Stockholder Approval"). The Principal Company Stockholders represent as of the date hereof and will represent as of the record date of such meeting or consent at least a majority of the then outstanding Company Shares on an as-converted to Common Stock basis and have agreed in writing to vote for adoption of this Agreement will constitute pursuant to the valid Voting Agreements. (c) The Board of Directors of the Company has, by the unanimous vote of all directors in office, (i) duly approved this Agreement, the Merger and legally binding obligation the transactions contemplated hereby, (ii) determined that the Merger is advisable and in the best interests of Seller, enforceable against Seller in accordance with its terms the Company Stockholders and conditions, subject (iii) recommended that the Company Stockholders adopt this Agreement and directed that this Agreement be submitted 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 Company Stockholders for adoption.

Authority and Enforceability. Seller Buyer has the all corporate power and authority necessary to execute and deliver this Agreement deliver, and the Related Agreements to which it is a party perform its obligations under, and, subject to receipt the satisfaction of the Seller Required Consentsclosing conditions, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby by, this Agreement and therebythe Ancillary Agreements. All corporate actions or proceedings to be taken by or on the part of Seller to authorize The execution, delivery and permit the due execution and valid delivery by Seller performance of this Agreement and the Related Ancillary Agreements to which it is a party, the performance by Seller of its obligations hereunder and thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby have been duly and properly takenvalidly authorized by the board of directors of Buyer, and no other corporate proceedings on the part of Buyer are necessary to authorize this Agreement or any Ancillary Agreement or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by Seller andBuyer, assuming the due authorization, execution and delivery by Buyer and receipt of the Seller Required Consents, constitutes the a valid and legally binding obligation agreement of SellerBuyer, enforceable against Seller Buyer 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 other similar Laws laws affecting or relating to enforcement of creditors’ rights generally and or general principles of equity. At the Closing, whether such enforceability is considered in a proceeding in equity or at law. When each Related Ancillary Agreement to which Seller Buyer is contemplated to be a party has been will be duly and validly executed and delivered by Seller, assuming the due authorization, execution Buyer and delivery by each other party thereto and receipt of the Seller Required Consents, such Related Agreement will constitute the a valid and legally binding obligation agreement of SellerBuyer, enforceable against Seller Buyer 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 other similar Laws laws affecting or relating to enforcement of creditors’ rights generally and or general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.

Authority and Enforceability. Seller The Company has the requisite corporate power and authority to execute enter into and deliver this Agreement and the Related Agreements other agreements and documents entered into by the Company in connection with this Agreement and (with respect to which it is a party andconsummation of the transactions included in the Company Proposal, subject to receipt the valid approval of the Seller Required Consents, to perform its obligations hereunder and thereunder and Company Proposal by the stockholders of the Company) to consummate the transactions contemplated hereby and therebyhereby. All corporate actions or proceedings to be taken by or on the part of Seller to authorize and permit the due The execution and valid delivery by Seller of this Agreement and (with respect to consummation of the Related Agreements transactions included in the Company Proposal, subject to which it is a party, the performance valid approval of the Company Proposal by Seller the stockholders of its obligations hereunder and thereunder, and the Company) the consummation by Seller of the transactions contemplated hereby and thereby have been duly and properly takenvalidly authorized by all necessary corporate action on the part of the Company, including approval by the board of directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution or delivery of this Agreement or (with respect to consummation of the transactions included in the Company Proposal, subject to the valid approval of the Company Proposal by the stockholders of Company) to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller and, assuming the due authorization, execution Company and delivery by Buyer and receipt (with respect to consummation of the Seller Required Consentstransactions included in the Company Proposal, subject to the valid approval of the Company Proposal by the stockholders of Company, and assuming that this Agreement constitutes valid and binding obligations of Parent, Merger Sub and the other Persons party to the this Agreement (other than the Company)), constitutes the a valid and legally binding obligation of Sellerthe Company, enforceable against Seller it in accordance with its terms and conditionsterms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws relating to creditors’ laws affecting the enforcement of creditors rights generally and by general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Seller is a party has been duly executed and delivered by Seller, assuming the due authorization, execution and delivery by each other party thereto and receipt of the Seller Required Consents, such Related Agreement will constitute the valid and legally binding obligation of Seller, enforceable against 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 lawequitable principles.

Authority and Enforceability. Seller Buyer has the all corporate power and authority necessary to execute and deliver this Agreement deliver, and the Related Agreements to which it is a party perform its obligations under, and, subject to receipt the satisfaction of the Seller Required Consentsclosing conditions, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby by, this Agreement and therebythe Ancillary Agreements. All corporate actions or proceedings to be taken by or on the part of Seller to authorize The execution, delivery and permit the due execution and valid delivery by Seller performance of this Agreement and the Related Ancillary Agreements to which it is a party, the performance by Seller of its obligations hereunder and thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby have been duly and properly takenvalidly authorized by the board of directors of Buyer, and no other corporate proceedings on the part of Buyer are necessary to authorize this Agreement or any Ancillary Agreement or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by Seller andBuyer, assuming the due authorization, execution and delivery by Buyer and receipt of the Seller Required Consents, constitutes the a valid and legally binding obligation agreement of SellerBuyer, enforceable against Seller Buyer 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 other similar Laws laws affecting or relating to enforcement of creditors’ rights generally and or general principles of equity. At the Closing, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement the Ancillary Agreements to which Seller Buyer is contemplated to be a party has been will be duly and validly executed and delivered by Seller, assuming the due authorization, execution Buyer and delivery by each other party thereto and receipt of the Seller Required Consents, such Related Agreement will constitute the a valid and legally binding obligation agreement of SellerBuyer, enforceable against Seller Buyer 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 other similar Laws laws affecting or relating to enforcement of creditors’ rights generally and or general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.

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

Authority and Enforceability. (a) Seller has the corporate requisite power and authority to execute and deliver enter into this Agreement and the Related Agreements to which it is a party and, subject to receipt of the Seller Required Consents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. All corporate actions or proceedings to be taken by or on the part of Seller to authorize and permit the due The execution and valid delivery by Seller of this Agreement and the Related Agreements to which it is a party, the performance by Seller of its obligations hereunder and thereunder, and the consummation by Seller 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 Seller and, assuming the due authorization, execution and delivery by Buyer and receipt of the Seller Required Consents, this Agreement. This Agreement constitutes the valid and legally binding obligation of Seller, enforceable against Seller 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 equity, whether such enforceability is considered in a proceeding in equity or at law. When injunctive relief and other equitable remedies. (b) Seller has the requisite power and authority to enter into each Related Ancillary Agreement to which Seller is it is, or specified to be, a party and to consummate the transactions contemplated thereby. Seller has obtained stockholder approval regarding the transactions contemplated hereby. The execution and delivery by Seller of each Ancillary Agreement to which it is, or specified to be, a party and the consummation of the transactions contemplated thereby have been duly authorized by all necessary corporate, limited liability company or other action on the part of Seller. Prior to the Closing Seller will have duly executed and delivered by Sellereach Ancillary Agreement to which it is, assuming the due authorizationor specified to be, execution and delivery by each other party thereto and receipt of the Seller Required Consents, such Related Agreement a party. The Ancillary Agreements will constitute the valid and legally binding obligation of Seller, enforceable against Seller 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.

Authority and Enforceability. Seller has the corporate all requisite limited liability company power and authority to execute and deliver deliver, and perform its obligations under, this Agreement and the Related Ancillary Agreements to which it is a party and, subject to receipt of the are executed by Seller Required Consents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. All corporate actions or proceedings to be taken by or on the part of Seller to authorize The execution, delivery and permit the due execution and valid delivery performance by Seller of this Agreement and the Related Ancillary Agreements which are executed by it, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary limited liability company action required on the part of Seller and no other limited liability company proceedings on the part of Seller are necessary to authorize this Agreement and the Ancillary Agreements to which it is a party, the performance by Seller of its obligations hereunder and thereunder, and the consummation by Seller of party or to consummate the transactions contemplated hereby and thereby have been duly and properly takenthereby. This Agreement has been duly executed and delivered by Seller and, assuming Assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements which are executed by Buyer Purchaser, when executed by Purchaser this Agreement does, and receipt of the Ancillary Agreements which are executed by Seller Required Consentswhen executed and delivered by Seller will, constitutes constitute the valid and legally binding obligation obligations of Seller, enforceable against Seller in accordance with its terms and conditionstheir respective terms, subject to except that such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other moratorium and similar Laws relating to laws affecting creditors’ rights generally generally, and general (ii) equitable principles which may limit the availability of equity, whether such enforceability is considered certain equitable remedies in a proceeding in equity or at law. When each Related Agreement to which Seller is a party has been duly executed and delivered by Seller, assuming the due authorization, execution and delivery by each other party thereto and receipt of the Seller Required Consents, such Related Agreement will constitute the valid and legally binding obligation of Seller, enforceable against 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 lawcertain instances.

Authority and Enforceability. (a) Seller has the corporate requisite power and authority to execute and deliver enter into this Agreement and the Related Agreements to which it is a party and, subject to receipt of the Seller Required Consents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. All corporate actions or proceedings to be taken by or on the part of Seller to authorize and permit the due The execution and valid delivery by Seller of this Agreement and the Related Agreements to which it is a party, the performance by Seller of its obligations hereunder and thereunder, and the consummation by Seller 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 Seller and, assuming the due authorization, execution and delivery by Buyer and receipt of the Seller Required Consents, this Agreement. This Agreement constitutes the valid and legally binding obligation of Seller, enforceable against Seller 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 equity, whether such enforceability is considered in a proceeding in equity or at law. When injunctive relief and other equitable remedies. (b) Seller has the requisite power and authority to enter into each Related Ancillary Agreement to which Seller is it is, or specified to be, a party has and to consummate the transactions contemplated thereby. The execution and delivery by Seller of each Ancillary Agreement to which it is, or specified to be, a party and the consummation of the transactions contemplated thereby have been duly authorized by all necessary corporate, limited liability company or other action on the part of Seller. Prior to the Closing, Seller will have duly executed and delivered by Sellereach Ancillary Agreement to which it is, assuming the due authorizationor specified to be, execution and delivery by each other party thereto and receipt of the Seller Required Consents, such Related Agreement a party. The Ancillary Agreements will constitute the valid and legally binding obligation of SellerSeller thereto, enforceable against Seller 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 valid and marketable title to all the Purchased Assets free and clear of all Liens, except as may otherwise be disclosed in a proceeding in equity or at lawSeller’s Disclosure Schedule.

Authority and Enforceability. Seller Buyer has the all corporate power and authority necessary to execute and deliver this Agreement deliver, and the Related Agreements to which it is a party perform its obligations under, and, subject to receipt the satisfaction of the Seller Required Consentsclosing conditions, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby by, this Agreement and therebythe Ancillary Agreements. All corporate actions or proceedings to be taken by or on the part of Seller to authorize The execution, delivery and permit the due execution and valid delivery by Seller performance of this Agreement and the Related Ancillary Agreements to which it is a party, the performance by Seller of its obligations hereunder and thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby have been duly and properly takenvalidly authorized by the board of directors of Buyer, and no other corporate proceedings on the part of Buyer are necessary to authorize this Agreement or any Ancillary Agreement or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by Seller andXxxxx, assuming the due authorization, execution and delivery by Buyer and receipt of the Seller Required Consents, constitutes the a valid and legally binding obligation agreement of SellerBuyer, enforceable against Seller Buyer 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 other similar Laws laws affecting or relating to enforcement of creditors’ rights generally and or general principles of equity. At the Closing, whether such enforceability is considered in a proceeding in equity or at law. When each Related Ancillary Agreement to which Seller Xxxxx is contemplated to be a party has been will be duly and validly executed and delivered by Seller, assuming the due authorization, execution Buyer and delivery by each other party thereto and receipt of the Seller Required Consents, such Related Agreement will constitute the a valid and legally binding obligation agreement of SellerBuyer, enforceable against Seller Buyer 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 other similar Laws laws affecting or relating to enforcement of creditors’ rights generally and or general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.

Authority and Enforceability. Seller Buyer has the all corporate power and authority necessary to execute and deliver this Agreement deliver, and the Related Agreements to which it is a party perform its obligations under, and, subject to receipt the satisfaction of the Seller Required Consentsclosing conditions, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby by, this Agreement and therebythe Ancillary Agreements. All corporate actions or proceedings to be taken by or on the part of Seller to authorize The execution, delivery and permit the due execution and valid delivery by Seller performance of this Agreement and the Related Ancillary Agreements to which it is a party, the performance by Seller of its obligations hereunder and thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby have been duly and properly takenvalidly authorized by the board of directors of Buyer, and no other corporate proceedings on the part of Buyer are necessary to authorize this Agreement or any Ancillary Agreement or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by Seller andXxxxx, assuming the due authorization, execution and delivery by Buyer and receipt of the Seller Required Consents, constitutes the a valid and legally binding obligation agreement of SellerBuyer, enforceable against Seller Buyer 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 other similar Laws laws affecting or relating to enforcement of creditors’ rights generally and or general principles of equity. At the Closing, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement the Ancillary Agreements to which Seller Xxxxx is contemplated to be a party has been will be duly and validly executed and delivered by Seller, assuming the due authorization, execution Buyer and delivery by each other party thereto and receipt of the Seller Required Consents, such Related Agreement will constitute the a valid and legally binding obligation agreement of SellerBuyer, enforceable against Seller Buyer 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 other similar Laws laws affecting or relating to enforcement of creditors’ rights generally and or general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.

Authority and Enforceability. Each Seller has all requisite limited liability company (or in the corporate case of Go Cash Limited, limited company) power and authority to execute and deliver this Agreement and each of the Related Ancillary Agreements to which it such Seller is a party and, subject to receipt of the Seller Required Consents, and to perform its such Seller’s obligations hereunder under this Agreement and thereunder each such Ancillary Agreement. The execution, delivery and to consummate the transactions contemplated hereby and thereby. All corporate actions or proceedings to be taken by or on the part of Seller to authorize and permit the due execution and valid delivery by Seller performance of this Agreement and the Related Ancillary Agreements to which it is a party, the performance by Seller of its obligations hereunder and thereunder, and the consummation by Seller 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 duly executed and delivered by each Seller and, assuming the due authorization, execution and delivery by Buyer and receipt of the Seller Required Consents, constitutes the legal, valid and legally binding obligation of such Seller, enforceable against such Seller in accordance with its terms and conditions, subject to applicable bankruptcy, except as enforceability may be limited by insolvency, reorganization, moratorium, fraudulent conveyance bankruptcy or other similar Laws relating to creditors’ laws affecting creditor’s rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawaffecting the availability of specific performance and other equitable remedies. When each Related Agreement to which Seller is a party has been duly executed and delivered by Seller, assuming Upon the due authorization, execution and delivery by each other party thereto and receipt a Seller of the Ancillary Agreements to which such Seller Required Consentsis a party, such Related Agreement Ancillary Agreements will constitute the legal, valid and legally binding obligation obligations of such Seller, enforceable against such Seller in accordance with its their terms and conditions, subject to applicable bankruptcy, except as enforceability may be limited by insolvency, reorganization, moratorium, fraudulent conveyance bankruptcy or other similar Laws relating to creditors’ laws affecting creditor’s rights generally and general principles of equity, whether such enforceability is considered in a proceeding in equity or at lawaffecting the availability of specific performance and other equitable remedies.

Authority and Enforceability. Seller Purchaser has the corporate power and authority to execute and deliver this Agreement and the Related Agreements other instruments and agreements to which it is a party and, subject to receipt of be executed and delivered by Purchaser as contemplated hereby. Purchaser has the Seller Required Consents, to perform its obligations hereunder corporate power and thereunder and authority to consummate the transactions contemplated hereby and thereby. All corporate actions or proceedings by the other instruments and agreements to be taken executed and delivered by or on Purchaser as contemplated hereby, including without limitation, the part of Seller to authorize and permit the due execution and valid delivery by Seller of this Agreement, the Registration Rights Agreement, the New License Agreement, the Loan and Security Agreement and other documents and instruments evidencing the Related Agreements purchase of the Membership Interest of the Seller by Purchaser, and all other instruments and agreement to which it is a party, the performance be executed and delivered by Seller of its obligations hereunder and thereunderPurchaser as contemplated hereby, and the consummation by Seller of the transactions contemplated hereby and thereby thereby, have been duly authorized by Purchaser's Board of Directors and properly takenno other corporate action on the part of Purchaser is necessary to authorize the execution, delivery and performance of this Agreement and such other instruments and agreements by Purchaser and the consummation of the transactions contemplated hereby and thereby. This Agreement has and all other instruments and agreements to be executed and delivered by Purchaser as contemplated hereby, when delivered in accordance with the terms hereof, assuming the due execution and delivery of this Agreement and each such other document by the other parties hereto and thereto, shall have been duly executed and delivered by Seller and, assuming the due authorization, execution Purchaser and delivery by Buyer and receipt of the Seller Required Consents, constitutes the shall be valid and legally binding obligation obligations of SellerPurchaser, enforceable against Seller Purchaser 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 Seller is a party has been duly executed and delivered by Seller, assuming the due authorization, execution and delivery by each other party thereto and receipt of the Seller Required Consents, such Related Agreement will constitute the valid and legally binding obligation of Seller, enforceable against 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 lawequitable principles.

Authority and Enforceability. Each Seller has the corporate requisite power and authority to own and operate the Purchased Assets, carry on its businesses, execute and deliver this Agreement and the Related Ancillary Agreements to which it such Seller is a party and, subject to receipt of the Seller Required Consentsparty, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. All corporate actions or proceedings to be taken by or on the part of Seller to authorize and permit the due execution and valid delivery by Seller of this Agreement and the Related Ancillary Agreements. The execution, delivery and performance of the Ancillary Agreements to which it is a party, the performance by Seller of its obligations hereunder and thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby by the Sellers have been duly authorized by all necessary action on the part of Sellers, and properly takenno other action is necessary on the part of Sellers to authorize and consummate the Ancillary Agreements or the transactions contemplated hereby or thereby. This Agreement has The Ancillary Agreements have been duly executed and delivered by Seller Sellers and, assuming the due authorization, execution and delivery by the Buyer and receipt of any other party thereto, the Seller Required ConsentsAncillary Agreements constitute a legal, constitutes the valid and legally binding obligation of SellerSellers, enforceable against Seller the Sellers in accordance with its terms and conditionstheir terms, subject to applicable except as limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally 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 Seller is a party has been duly executed and delivered by Seller, assuming the due authorization, execution and delivery by each other party thereto and receipt of the Seller Required Consents, such Related Agreement will constitute the valid and legally binding obligation of Seller, enforceable against 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 (ii) general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.

Authority and Enforceability. Seller has the corporate or other necessary power and authority to execute and deliver perform this Agreement and the Related Agreements all other agreements to which it is a party and, subject to receipt of the be executed or delivered by Seller Required Consents, to perform its obligations hereunder and thereunder and to consummate in connection with the transactions contemplated hereby by this Agreement. The execution, delivery and thereby. All corporate actions or proceedings to be taken by or on the part of Seller to authorize and permit the due execution and valid delivery by Seller performance of this Agreement and the Related Agreements all other agreements to which it is a party, the performance be executed or delivered by Seller of its obligations hereunder and thereunderin connection with the transactions contemplated by this Agreement, and the consummation completion by Seller of the transactions contemplated hereby and thereby thereby, have been duly and properly takenvalidly approved and authorized by all necessary corporate or similar action. This Agreement has been duly authorized, executed and delivered by Seller andand constitutes a legal, assuming the due authorization, execution and delivery by Buyer and receipt of the Seller Required Consents, constitutes the valid and legally binding obligation agreement of Seller, enforceable against Seller in accordance with its terms and conditionsterms, subject except to applicable the extent enforcement may be limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws relating laws of general application affecting the enforcement of rights of creditors or others and (b) limitations on the availability of equitable remedies. At the Closing, all other agreements contemplated hereby to creditors’ rights generally be executed and general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which delivered by Seller is a party has been will be duly executed and delivered by Seller, assuming the due authorization, execution Seller and delivery by each other party thereto and receipt of the Seller Required Consents, such Related Agreement will constitute the valid and legally binding obligation obligations of Seller, enforceable against Seller in accordance with its terms and conditionstheir terms, subject except to applicable the extent enforcement may be limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws relating to creditors’ laws of general application affecting the enforcement of rights generally of creditors or others and general principles (b) limitations on the availability of equity, whether such enforceability is considered in a proceeding in equity or at lawequitable remedies.

Authority and Enforceability. Seller has the corporate limited liability company power and authority to execute and deliver this Agreement and the Related Agreements other Transaction Documents to which it is a party and, subject to receipt of be executed and delivered by Seller. Seller has the Seller Required Consents, to perform its obligations hereunder limited liability company power and thereunder and authority to consummate the transactions contemplated hereby and thereby. All corporate actions or proceedings by the other Transaction Documents to be taken executed and delivered by or Seller, including the sale, assignment, transfer and conveyance of the LLC Interests pursuant to this Agreement and the Existing LLC Agreements. The execution, delivery and performance of this Agreement, and all other Transaction Documents to be executed and delivered by Seller, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by Seller and no other action on the part of Seller is necessary to authorize the execution, delivery and permit the due execution and valid delivery performance by Seller of this Agreement and the Related Agreements to which it is a party, the performance by Seller of its obligations hereunder and thereunder, such other Transaction Documents and the consummation by Seller of the transactions contemplated hereby and thereby have been duly and properly takenthereby. This Agreement has and all other Transaction Documents to be executed and delivered by Seller, 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, shall have been duly executed and delivered by Seller and, assuming the due authorization, execution and delivery by Buyer and receipt of the Seller Required Consents, constitutes the shall be valid and legally binding obligation obligations of Seller, enforceable against 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 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 Seller is a party has been duly executed and delivered by Seller, assuming the due authorization, execution and delivery by each other party thereto and receipt of the Seller Required Consents, such Related Agreement will constitute the valid and legally binding obligation of Seller, enforceable against 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 lawequitable principles.

Authority and Enforceability. Seller has the corporate limited liability company power and authority to execute and deliver this Agreement and the Related Agreements other instruments and agreements to which it is a party and, subject to receipt of be executed and delivered by Seller as contemplated hereby. Seller has the Seller Required Consents, to perform its obligations hereunder limited liability company power and thereunder and authority to consummate the transactions contemplated hereby and thereby. All corporate actions or proceedings by the other instruments and agreements to be taken by or on the part of Seller to authorize executed and permit the due execution and valid delivery delivered by Seller as contemplated hereby, including the sale, assignment, transfer and conveyance of the Shares pursuant to this Agreement. The execution, delivery and performance of this Agreement Agreement, and the Related Agreements all other instruments and agreements to which it is a party, the performance be executed and delivered by Seller of its obligations hereunder and thereunderas contemplated hereby, and the consummation by Seller of the transactions contemplated hereby and thereby thereby, have been duly authorized by all requisite limited liability company and properly takenmember action on the part of Seller and its members and no other limited liability company proceedings or approvals on the part of Seller or its members is necessary to authorize the execution, delivery and performance of this Agreement and such other instruments and agreements by Seller or the consummation of the transactions contemplated hereby and thereby. This Agreement has and all other instruments and agreements to be executed and delivered by 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 document by the other parties hereto and thereto, shall have been duly executed and delivered by Seller andand shall be legal, assuming the due authorization, execution and delivery by Buyer and receipt of the Seller Required Consents, constitutes the valid and legally binding obligation obligations of Seller, enforceable against 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 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 Seller is a party has been duly executed and delivered by Seller, assuming the due authorization, execution and delivery by each other party thereto and receipt of the Seller Required Consents, such Related Agreement will constitute the valid and legally binding obligation of Seller, enforceable against 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 lawequitable principles.

Authority and Enforceability. Seller Each of Buyer and Merger Sub has the 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 and, subject to receipt of the Seller Required Consentsparty, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. All corporate actions or proceedings to be taken by or on the part of Seller to authorize and permit the due The execution and valid delivery by Seller 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 Seller of its obligations hereunder and thereunder, party and the consummation by Seller Buyer and Merger Sub of the transactions contemplated hereby and thereby have been duly and properly takenvalidly authorized by the Boards of Directors of Buyer and Merger Sub and by Buyer as the sole stockholder of Merger Sub. No other corporate proceedings on the part of Buyer or 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 Seller and, assuming the due authorization, execution and delivery by Buyer and receipt Merger Sub, as applicable. This Agreement constitutes, and upon their execution each of the Seller Required ConsentsAncillary Agreements to which Buyer or Merger Sub will be a party will constitute, constitutes the legal, valid and legally binding obligation obligations of SellerBuyer and Merger Sub, as applicable, enforceable against Seller 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 Seller is a party has been duly executed and delivered by Seller, assuming the due authorization, execution and delivery by each other party thereto and receipt of the Seller Required Consents, such Related Agreement will constitute the valid and legally binding obligation of Seller, enforceable against 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. Seller Such Blocker Company has the corporate requisite Entity power and authority to execute and deliver this Agreement and the Related Ancillary Agreements to which it is a party and, subject to receipt of the Seller Required Consentsbe executed and delivered by such Blocker Company at Closing, to perform its obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby and therebyTransactions. All corporate actions or proceedings to be taken by or on the part of Seller to authorize and permit the due The execution and valid delivery by Seller such Blocker Company of this Agreement and the Related Ancillary Agreements to which it is a partybe delivered by such Blocker Company at Closing, the performance by Seller such Blocker Company of its obligations hereunder and thereunder, thereunder and the consummation by Seller of the transactions contemplated hereby and thereby Transactions have been duly and properly takenvalidly authorized by all necessary Entity action. This Agreement has been been, and the Ancillary Agreements to be delivered by such Blocker Company Member at Closing will at Closing be, duly and validly executed and delivered by Seller andsuch Blocker Company and constitutes (or, assuming in the due authorization, execution and delivery by Buyer and receipt case of the Seller Required ConsentsAncillary Agreements to be delivered by such Blocker Company at Closing will, constitutes at Closing, constitute) the legal, valid and legally binding obligation of Seller, such Blocker Company enforceable against Seller such Blocker Company in accordance with its terms and conditionsterms, subject to applicable except as the same may be limited by bankruptcy, insolvency, reorganization, moratoriumfraudulent conveyance, fraudulent conveyance arrangement, moratorium or other similar Laws relating to creditors’ or affecting the rights generally and of creditors generally, or by general principles of equity, whether such enforceability is considered in a proceeding in equity or at law. When each Related Agreement to which Seller is a party has been duly executed and delivered by Seller, assuming the due authorization, execution and delivery by each other party thereto and receipt of the Seller Required Consents, such Related Agreement will constitute the valid and legally binding obligation of Seller, enforceable against 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 lawequitable principles.

Authority and Enforceability. (a) Seller has the corporate requisite power and authority to execute and deliver enter into this Agreement and the Related Agreements to which it is a party and, subject to receipt of the Seller Required Consents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. All corporate actions or proceedings to be taken by or on the part of Seller to authorize and permit the due The execution and valid delivery by Seller of this Agreement and the Related Agreements to which it is a party, the performance by Seller of its obligations hereunder and thereunder, and the consummation by Seller 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 Seller and, assuming the due authorization, execution and delivery by Buyer and receipt of the Seller Required Consents, this Agreement. This Agreement constitutes the valid and legally binding obligation of Seller, enforceable against Seller 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 equity, whether such enforceability is considered in a proceeding in equity or at law. When injunctive relief and other equitable remedies. (b) Each member of the Seller Group has the requisite power and authority to enter into each Related Ancillary Agreement to which Seller is it is, or specified to be, a party has been duly executed and delivered by Seller, assuming to consummate the due authorization, transactions contemplated thereby. The execution and delivery by each other party thereto and receipt member of the Seller Required ConsentsGroup of each Ancillary Agreement to which it is, or specified to be, a party and the consummation of the transactions contemplated thereby have been duly authorized by all necessary corporate, limited liability company or other action on the part of each such Related member of the Seller Group. Prior to the Closing each member of the Seller Group will have duly executed and delivered each Ancillary Agreement to which it is, or specified to be, a party. Each such Ancillary Agreement will constitute the valid and legally binding obligation of Sellereach such member of the Seller Group party thereto, enforceable against Seller 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.

Authority and Enforceability. Seller Acquiror and Merger Sub each has the all requisite corporate power and authority to execute enter into this Agreement and deliver all other agreements to be entered into by Acquiror or Merger Sub in connection with this Agreement and the Merger (“Acquiror Related Agreements”) and to consummate the Merger and the other transactions contemplated hereby and thereby. The entry into and the execution and delivery by Acquiror and Merger Sub of this Agreement and any Acquiror Related Agreements to which it is a party 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 corporate actions or proceedings to be taken by or on the part of Seller to authorize and permit the due execution and valid delivery by Seller of this Agreement and the Related Agreements to which it is a party, the performance by Seller of its obligations hereunder and thereunder, and the consummation by Seller of the Merger and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate and properly takenother action on the part of Acquiror and Merger Sub, and no further action is required on the part of Acquiror to authorize the Agreement and any Acquiror Related Agreements to which it is a party and the transactions contemplated hereby and thereby. This Agreement has and any Acquiror Related Agreements have been duly executed and delivered by Seller andAcquiror and Merger Sub, assuming the due authorizationas applicable, execution and delivery by Buyer and receipt of the Seller Required Consents, constitutes the valid and legally binding obligation of Seller, enforceable against 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 Seller is a party has been duly executed and delivered by Seller, assuming the due authorization, execution and delivery by each other party thereto and receipt of the Seller Required Consents, such Related Agreement will constitute the valid and legally binding obligation obligations of SellerAcquiror and Merger Sub, as applicable, enforceable against Seller each such Person in accordance with its terms and conditionstheir terms, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or bankruptcy and other similar Laws relating to creditors’ Legal Requirements affecting the rights of creditors generally and general principles of equity(b) Legal Requirements governing specific performance, whether such enforceability is considered in a proceeding in equity or at lawinjunctive relief and other equitable remedies.

Authority and Enforceability. The Seller has the corporate all requisite limited liability company power and authority to execute and deliver this Agreement and the Related Agreements any Ancillary Documents to which it the Seller is a party and, subject to receipt of the Seller Required Consentsparty, to perform its obligations hereunder under this Agreement and thereunder any Ancillary Documents to which the Seller is a party, and to consummate the transactions contemplated hereby Transactions. The execution, delivery and thereby. All corporate actions or proceedings to be taken performance by or on the part of Seller to authorize and permit the due execution and valid delivery by Seller of this Agreement and the Related Agreements any Ancillary Documents to which it the Seller is a party, the performance by Seller of its obligations hereunder and thereunder, and the consummation by the Seller of the transactions contemplated hereby and thereby Transactions, have been duly authorized by all necessary limited liability company action on the part of the Seller, and properly takenno other limited liability company action is necessary on the part of the Seller to authorize this Agreement and the Ancillary Documents to which the Seller is a party or to consummate the Transactions. This Agreement has been duly executed and delivered by Seller the Seller, and, assuming the due authorization, execution and delivery by Buyer and receipt of the Seller Required Consentseach other Party, this Agreement constitutes the a valid and legally binding obligation of the Seller, enforceable against the Seller in accordance with its terms and conditionsterms, subject to applicable except as limited by 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 lawgenerally. When each Related Agreement of the Ancillary Documents to which the Seller is a party has have been duly executed and delivered by Sellerthe Seller and, assuming the due authorization, execution and delivery by each other party thereto and receipt of the Seller Required ConsentsParty, such Related Agreement document will constitute the a valid and legally binding obligation of the Seller, enforceable against the Seller in accordance with its terms and conditionsterms, subject to applicable except as limited by 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 lawgenerally.

Authority and Enforceability. Each Seller has the corporate requisite power and authority to execute and deliver this Agreement and the Related Ancillary Agreements to which it is a party and, subject to receipt of the Seller Required Consents, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. All corporate actions or proceedings to be taken by or on the part of Seller to authorize and permit the due execution and valid delivery by Seller of under this Agreement and the Related Agreements Ancillary Agreements. The Seller GP, acting on behalf of the Cayman Seller, and the U.S. Seller, each have duly and validly executed and delivered this Agreement and, on or prior to which it the Closing, the Seller GP, acting on behalf of the Cayman Seller, and the U.S. Seller, as applicable, will have duly and validly executed and delivered the Ancillary Agreements. No additional action, including any vote or consent by any members or other equityholders of the Sellers or the Seller GP, is a party, required to authorize this Agreement or the performance by Seller the Sellers of its obligations hereunder and thereunder, under this Agreement and the consummation by Seller of the transactions contemplated hereby and thereby have been duly and properly takenAncillary Agreements. This Agreement has been duly executed and delivered by Seller and, assuming Assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by Buyer the Purchaser, the U.S. Parent Company, the Dutch Parent Company and receipt of the Seller Required Consentsother parties thereto, constitutes this Agreement constitutes, and at the Closing the Ancillary Agreements will constitute, the valid and legally binding obligation of Sellerthe Sellers, enforceable against each Seller in accordance with its terms and conditionstheir respective terms, subject to applicable except that such enforceability (a) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent conveyance or moratorium and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally and (b) is subject to general principles of equity, whether such enforceability is considered in a proceeding at Law or in equity or at law. When each Related Agreement (the exceptions listed in (a) and (b) are referred to which Seller is a party has been duly executed herein as the “Bankruptcy and delivered by Seller, assuming the due authorization, execution and delivery by each other party thereto and receipt of the Seller Required Consents, such Related Agreement will constitute the valid and legally binding obligation of Seller, enforceable against 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 lawEquity Exception”).

Authority and Enforceability. Seller Buyer has the corporate all limited liability company power and authority necessary to execute and deliver this Agreement deliver, and the Related Agreements to which it is a party perform its obligations under, and, subject to receipt the satisfaction of the Seller Required Consentsclosing conditions, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby by, this Agreement and therebythe Ancillary Agreements. All corporate actions or proceedings to be taken The execution, delivery and performance by or on the part of Seller to authorize and permit the due execution and valid delivery by Seller Buyer of this Agreement and the Related Ancillary Agreements to which it is a party, the performance by Seller of its obligations hereunder and thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby have been duly and properly takenvalidly authorized by the sole member of Buyer, and no other limited liability company proceedings on the part of Buyer are necessary to authorize this Agreement or any Ancillary Agreement or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by Seller Buyer, and, assuming the due authorization, execution and delivery by Buyer and receipt of the Seller Required Consents, this Agreement constitutes the legal, valid and legally binding obligation agreement of Seller, this Agreement constitutes a valid and binding agreement of Buyer, enforceable against Seller Buyer in accordance with its terms and conditionsterms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, fraudulent conveyance or other similar Laws affecting or relating to enforcement of creditors’ rights generally and or general principles of equity. At the Closing, whether such enforceability is considered in a proceeding in equity or at law. When each Related Ancillary Agreement to which Seller Buyer is contemplated to be a party has been will be duly and validly executed and delivered by SellerBuyer and, assuming such Ancillary Agreement constitutes the due authorizationlegal, execution valid and delivery by each other party thereto and receipt binding agreement of the Seller Required Consentsother parties thereto, such Related Agreement will constitute the a valid and legally binding obligation agreement of SellerBuyer, enforceable against Seller Buyer in accordance with its terms and conditionsterms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, fraudulent conveyance or other similar Laws affecting or relating to enforcement of creditors’ rights generally and or general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.

Authority and Enforceability. Seller has the all corporate power and authority necessary to execute and deliver this Agreement deliver, and the Related Agreements to which it is a party perform its obligations under, and, subject to receipt the satisfaction of the Seller Required Consentsclosing conditions, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby by, this Agreement and therebythe Ancillary Agreements. All corporate actions or proceedings to be taken by or on the part of Seller to authorize The execution, delivery and permit the due execution and valid delivery performance by Seller of this Agreement and the Related Ancillary Agreements to which it is a party, the performance by Seller of its obligations hereunder and thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby have been duly and properly takenvalidly authorized by the sole director of Seller, and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Ancillary Agreement or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by Seller Seller, and, assuming the due authorization, execution and delivery by Buyer and receipt of the Seller Required Consents, this Agreement constitutes the legal, valid and legally binding obligation agreement of Buyer, this Agreement constitutes a valid and binding agreement of Seller, enforceable against Seller in accordance with its terms and conditionsterms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, fraudulent conveyance or other similar Laws affecting or relating to enforcement of creditors’ rights generally and or general principles of equity. At the Closing, whether such enforceability is considered in a proceeding in equity or at law. When each Related Ancillary Agreement to which Seller is contemplated to be a party has been will be duly and validly executed and delivered by SellerSeller and, assuming such Ancillary Agreement constitutes the due authorizationlegal, execution valid and delivery by each other party thereto and receipt binding agreement of the Seller Required Consentsother parties thereto, such Related Agreement will constitute the a valid and legally binding obligation agreement of Seller, enforceable against Seller in accordance with its terms and conditionsterms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, fraudulent conveyance or other similar Laws affecting or relating to enforcement of creditors’ rights generally and or general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.

Authority and Enforceability. Seller has the requisite corporate power and authority to execute and deliver enter into this Agreement and the Related Agreements to which it is a party and, subject to receipt of the Seller Required Consents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. All corporate actions or proceedings to be taken by or on the part of Seller to authorize and permit the due The execution and valid delivery by Seller of this Agreement and the Related Agreements to which it is a party, the performance by Seller of its obligations hereunder and thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby (i) have been duly authorized by all necessary corporate action on the part of Seller, and properly taken(ii) do not require the adoption or approval by the Seller’s stockholders under applicable Law. This Agreement Seller has been duly executed and delivered by Seller and, assuming the due authorization, execution and delivery by Buyer and receipt of the Seller Required Consents, this Agreement. This Agreement constitutes the valid and legally binding obligation of Seller, enforceable against Seller it in accordance with its terms and conditionsterms, subject to (a) applicable bankruptcy, insolvency, reorganizationfraudulent transfer and conveyance, moratorium, fraudulent conveyance or other reorganization, receivership and similar Laws relating to creditors’ or affecting the enforcement of the rights and remedies of creditors generally and general (b) principles of equity, equity (regardless of whether such enforceability is considered and applied in a proceeding in equity or at law). When The Seller has the requisite corporate power and authority to enter into each Related Collateral Agreement and to which Seller is a party has been duly executed and delivered by Seller, assuming consummate the due authorization, transactions contemplated thereby. The execution and delivery by the Seller of each other party thereto Collateral Agreement and receipt the consummation of the Seller Required Consents, such Related Agreement transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of the Seller. The Collateral Agreements will constitute the valid and legally binding obligation of the Seller, enforceable against Seller it in accordance with its terms and conditionsterms, subject to (a) applicable bankruptcy, insolvency, reorganizationfraudulent transfer and conveyance, moratorium, fraudulent conveyance or other reorganization, receivership and similar Laws relating to creditors’ or affecting the enforcement of the rights and remedies of creditors generally and general (b) principles of equity, equity (regardless of whether such enforceability is considered and applied in a proceeding in equity or at law). The Collateral Agreements will effectively vest in Buyer good, valid and marketable title to all the Purchased Assets free and clear of all Encumbrances, except for Permitted Encumbrances.