Common use of Authority and Enforceability Clause in Contracts

Authority and Enforceability. The execution and delivery by Seller of this Agreement, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action, on the part of Seller. This Agreement is the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability and to general equity principles. Neither the execution and delivery by Seller of this Agreement nor the consummation of the transactions contemplated hereby, nor compliance by Seller with any of the provisions hereof, will (a) conflict with or result in a breach of any provision of Seller’s certificate of incorporation or bylaws, (b) except with respect to third-party consents or waivers required in connection with agreements and properties to be assigned pursuant to this Agreement (it being understood that Seller will make reasonable efforts to obtain such required consents or waivers) result in a material default (with due notice or lapse of time or both) or give rise to any right of termination, cancellation or acceleration under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license or agreement to which Seller is a party or by which Seller or any of Seller’s properties or assets may be bound or, (c) violate any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to any Seller, or any Seller’s properties or assets, assuming receipt of all routine governmental consents normally acquired after the consummation of transactions such as transactions of the nature contemplated by this Agreement, except, in any of (a)-(c), where any such foregoing effect would not be likely to affect Purchaser’s ability to own, possess, control or enjoy the Assets.

Authority and Enforceability. The execution Each Borrower has the power and delivery by Seller of authority to enter into this Agreement, the other Loan Documents executed by it and the consummation Transfer Documents executed by it, to make the borrowings herein provided for, to issue its Notes (if any), to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Borrower, and to perform all of its obligations hereunder, under the transactions contemplated herebyother Loan Documents executed by it and under the Transfer Documents executed by it. Each Guarantor has the power and authority to enter into the Loan Documents executed by it and the Transfer Documents executed by it, to guarantee the Obligations, Hedging Liability, and Bank Product Liability, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the Loan Documents executed by it and under the Transfer Documents executed by it. The Loan Documents delivered by each Borrower and by each Guarantor have been duly and validly authorized by all necessary proper corporate actionand/or other organizational proceedings, on the part of Seller. This Agreement is the executed, and delivered by such Person and constitute valid and binding obligation obligations of Seller, such Person enforceable against Seller it in accordance with its their terms, subject to except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and conveyance or similar laws effecting creditors’ rights generally and general principles of general applicability equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and to general equity principles. Neither the execution and delivery by Seller of this Agreement nor and the consummation of the transactions contemplated herebyother Loan Documents do not, nor compliance does the performance or observance by Seller with any Borrower or any Guarantor of any of the provisions hereofmatters and things herein or therein provided for, will (a) conflict with or result in a breach of violate any provision of Seller’s certificate law or any judgment, injunction, order or decree binding upon any Borrower or any Guarantor or any provision of incorporation the Organization Documents of any Borrower or bylaws, any Guarantor, (b) except with respect violate any covenant, indenture or agreement of or affecting any Borrower or any Guarantor or any of its Property, in each case where such violation, contravention or default, individually or in the aggregate, could reasonably be expected to third-party consents have a Material Adverse Effect or waivers required in connection with agreements and properties to be assigned pursuant to this Agreement (it being understood that Seller will make reasonable efforts to obtain such required consents or waiversc) result in a material default (with due notice the creation or lapse imposition of time any Lien on any Property of any Borrower or both) or give rise to any right of termination, cancellation or acceleration under any Guarantor other than the Liens granted in favor of the terms, conditions or provisions of any note, bond, mortgage, indenture, license or agreement Administrative Agent pursuant to which Seller is a party or by which Seller or any of Seller’s properties or assets may be bound or, the Collateral Documents (c) violate any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to any Seller, or any Seller’s properties or assets, assuming receipt of all routine governmental consents normally acquired after the consummation of transactions such as transactions of the nature contemplated by this Agreement, except, in any of (a)-(cother than Permitted Liens), where any such foregoing effect would not be likely to affect Purchaser’s ability to own, possess, control or enjoy the Assets.

Authority and Enforceability. The execution Borrower has the power and delivery authority to enter into this Agreement and the other Loan Documents executed by Seller of this Agreementit, to make the borrowings herein provided for, to issue its Notes (if any), to grant to the Collateral Agent the Liens described in the Collateral Documents executed by the Borrower, and to perform all of its obligations hereunder and under the consummation other Loan Documents executed by it. Each other Loan Party has the power and authority to enter into the Loan Documents executed by it, to grant to the Collateral Agent the Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the transactions contemplated hereby, Loan Documents executed by it. The Loan Documents delivered by the Loan Parties have been duly and validly authorized by all necessary proper corporate actionand/or other organizational proceedings, on the part of Seller. This Agreement is the executed, and delivered by such Person and constitute valid and binding obligation obligations of Seller, such Person enforceable against Seller it in accordance with its their terms, subject except (other than with respect to a Certain Funds Credit Extension) as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and conveyance or similar laws affecting creditors’ rights generally and general principles of general applicability equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and to general equity principles. Neither the execution and delivery by Seller of this Agreement nor and the consummation of the transactions contemplated herebyother Loan Documents do not, nor compliance does the performance or observance by Seller with any Loan Party, if any, of any of the provisions hereofmatters and things herein or therein provided for, will (a) conflict with or result in a breach of violate any provision of Seller’s certificate of incorporation law or bylaws, any judgment, injunction, order or decree binding upon any Loan Party, (b) contravene or constitute a default under any provision of the organizational documents (e.g., charter, articles of incorporation, by-laws, articles of association, operating agreement, partnership agreement or other similar document) of any Loan Party, (c) contravene or constitute a default (or, with respect to a Certain Funds Credit Extension, a material default) under any covenant, indenture or agreement of or affecting any Loan Party or any of its Property, or (d) result in the creation or imposition of any Lien on any Property of any Loan Party other than the Liens granted in favor of the Collateral Agent pursuant to the Collateral Documents and Permitted Liens, except with respect to third-party consents clauses (a), (c) or waivers required (d), to the extent, individually or in connection with agreements and properties the aggregate, that such violation, contravention, breach, conflict, default or creation or imposition of any Lien could not reasonably be expected to be assigned pursuant to this Agreement (it being understood that Seller will make reasonable efforts to obtain such required consents or waivers) result in a material default (Material Adverse Effect; provided that with due notice or lapse of time or both) or give rise respect to any right of termination, cancellation or acceleration under any of a Certain Funds Credit Extension this Section 5.3 shall be subject to the terms, conditions or provisions of any note, bond, mortgage, indenture, license or agreement to which Seller is a party or by which Seller or any of Seller’s properties or assets may be bound or, (c) violate any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to any Seller, or any Seller’s properties or assets, assuming receipt of all routine governmental consents normally acquired after Legal Reservations and the consummation of transactions such as transactions of the nature contemplated by this Agreement, except, in any of (a)-(c), where any such foregoing effect would not be likely to affect Purchaser’s ability to own, possess, control or enjoy the AssetsPerfection Requirements.

Authority and Enforceability. The execution Each Borrower has the power and delivery authority to enter into this Agreement and the other Loan Documents executed by Seller of this Agreementit, to make the borrowings herein provided for, to issue its Notes (if any), to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Borrower, and to perform all of its obligations hereunder, and under the consummation other Loan Documents executed by it. Each Guarantor has the power and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability, and Bank Product Liability, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by such Person, and to perform all of its obligations under the transactions contemplated hereby, Loan Documents executed by it. The Loan Documents delivered by each Borrower and by each Guarantor have been duly and validly authorized by all necessary proper corporate actionand/or other organizational proceedings, on the part of Seller. This Agreement is the executed, and delivered by such Person and constitute valid and binding obligation obligations of Seller, such Person enforceable against Seller it in accordance with its their terms, subject to except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and conveyance or similar laws effecting creditors’ rights generally and general principles of general applicability equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and to general equity principles. Neither the execution and delivery by Seller of this Agreement nor and the consummation of the transactions contemplated herebyother Loan Documents do not, nor compliance does the performance or observance by Seller with any Borrower or any Guarantor of any of the provisions hereofmatters and things herein or therein provided for, will (a) conflict with or result in a breach of violate any provision of Seller’s certificate law or any judgment, injunction, order or decree binding upon any Borrower or any Guarantor or any provision of incorporation the Organization Documents of any Borrower or bylaws, any Guarantor, (b) except with respect violate any covenant, indenture or agreement of or affecting any Borrower or any Guarantor or any of its Property, in each case where such violation, contravention or default, individually or in the aggregate, could reasonably be expected to third-party consents have a Material Adverse Effect or waivers required in connection with agreements and properties to be assigned pursuant to this Agreement (it being understood that Seller will make reasonable efforts to obtain such required consents or waiversc) result in a material default (with due notice the creation or lapse imposition of time any Lien on any Property of any Borrower or both) or give rise to any right of termination, cancellation or acceleration under any Guarantor other than the Liens granted in favor of the terms, conditions or provisions of any note, bond, mortgage, indenture, license or agreement Administrative Agent pursuant to which Seller is a party or by which Seller or any of Seller’s properties or assets may be bound or, the Collateral Documents (c) violate any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to any Seller, or any Seller’s properties or assets, assuming receipt of all routine governmental consents normally acquired after the consummation of transactions such as transactions of the nature contemplated by this Agreement, except, in any of (a)-(cother than Permitted Liens), where any such foregoing effect would not be likely to affect Purchaser’s ability to own, possess, control or enjoy the Assets.

Authority and Enforceability. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement and to consummate the Transactions. The execution and delivery by Seller of this Agreement, Agreement and the consummation of the transactions contemplated hereby, Transactions have been duly and validly authorized by all necessary corporate action, action on the part of SellerParent and Merger Sub. This Agreement is has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due execution and delivery of this Agreement by the other parties hereto, constitutes the valid and binding obligation of Seller, Parent and Merger Sub enforceable against Seller Parent and Merger Sub, respectively, in accordance with its terms, subject only to bankruptcythe effect, insolvencyif any, fraudulent transferof (i) applicable bankruptcy and other similar Law affecting the rights of creditors generally and (ii) rules of Law governing specific performance, reorganization, moratorium injunctive relief and similar laws of general applicability and to general equity principles. Neither the other equitable remedies. (b) The execution and delivery by Seller of this Agreement nor by Parent and Merger Sub do not, and the consummation of the transactions contemplated herebyTransactions will not, nor compliance by Seller with any of the provisions hereofconflict with, will (a) conflict with or result in a breach of any provision of Seller’s certificate of incorporation violation of, or bylaws, (b) except with respect to third-party consents or waivers required in connection with agreements and properties to be assigned pursuant to this Agreement (it being understood that Seller will make reasonable efforts to obtain such required consents or waivers) result in a material default under (with due or without notice or lapse of time time, or both) ), or give rise to any a right of termination, cancellation or acceleration under of any obligation or loss of a benefit under, or require any consent, approval or waiver from any Person pursuant to, (i) any provision of the termsarticles or certificate of incorporation, conditions as applicable, or provisions bylaws or other equivalent organizational or governing documents of any noteParent and Merger Sub, bondin each case as amended to date, mortgage, indenture, license or agreement to which Seller is a party or by which Seller or any (ii) assuming the making of Seller’s properties or assets all filings as may be bound or, (c) violate any orderrequired under the HSR Act the expiration or termination of the applicable waiting period, writ, injunction, judgment, decree, statute, rule or regulation applicable to any SellerLaw, or (iii) any Seller’s properties Contract material to Parent or assetsMerger Sub, assuming receipt of all routine governmental consents normally acquired after except in the consummation of transactions such as transactions of the nature contemplated by this Agreement, except, in any case of (a)-(c)ii) or (iii) where such conflict, where any such foregoing effect violation, default, termination, cancellation or acceleration, individually or in the aggregate, would not be likely material to affect PurchaserParent’s or Merger Sub’s ability to own, possess, control consummate the Merger or enjoy the Assetsto perform their respective obligations under this Agreement.

Authority and Enforceability. The execution and delivery by Seller of this Agreement, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action, on the part of Seller. This Agreement is the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability and to general equity principles. Neither the execution and delivery by Seller of this Agreement nor the consummation of the transactions contemplated hereby, nor compliance by Seller with any of the provisions hereof, will (a) conflict with or result in a breach of any provision of Seller’s certificate of incorporation or bylaws, (b) except with respect to third-party consents or waivers required in connection with agreements and properties to be assigned pursuant to this Agreement (it being understood that Seller will make reasonable efforts to obtain such required consents or waivers) result in a material default (with due notice or lapse of time or both) or give rise to any right of termination, cancellation or acceleration under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license or agreement to which Seller is a party or by which Seller or any of Seller’s properties or assets may be bound or, (c) violate any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to any Seller, or any Seller’s properties or assets, assuming receipt of all routine governmental consents normally acquired after the consummation of transactions such as transactions of the nature contemplated by this Agreement, or (d) result in the creation or imposition of any encumbrance upon the Assets except for Permitted Encumbrances, except, in any of (a)-(c), where any such foregoing effect would not be likely to affect Purchaser’s ability to own, possess, control or enjoy the Assets.

Authority and Enforceability. The execution and delivery by Seller of this Agreement, the other agreements and instruments to be executed and delivered in connection with the consummation of the transactions contemplated herein and the consummation of the transactions contemplated herebyhereby and thereby, have been duly and validly authorized by all necessary corporate action, on the part of Seller. This Agreement is the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability and to general equity principles. Neither the execution and delivery by Seller of this Agreement nor the other agreements and instruments to be executed and delivered in connection with the consummation of the transactions contemplated herebyherein nor the consummation of the transactions contemplated hereby or thereby, nor compliance by Seller with any of the provisions hereof, will (a) conflict with or result in a breach of any provision of Seller’s certificate of incorporation or bylaws, (b) to Seller’s knowledge, except with respect to those third-party consents or waivers required in connection with agreements and properties to be assigned pursuant to this Agreement as set forth on Schedule L (it being understood that Seller will make reasonable efforts to obtain such required consents or waivers) ), conflict with or result in a material default (with due notice or lapse of time or both) or give rise to any right of termination, cancellation or acceleration under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license license, contract or agreement to which Seller is a party or by which Seller or any of Seller’s properties or assets (including the Assets) may be bound or, (c) violate any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to any Seller, or any Seller’s properties or assetsassets (including the Assets), assuming receipt of all routine governmental consents normally acquired after the consummation of transactions such as transactions of the nature contemplated by this Agreement, (d) result in the creation or imposition of an encumbrance. lien or charge on the Assets, except, in any of (a)-(ca)-(d), where any such foregoing effect would not be likely to affect Purchaser’s ability to own, possess, control or enjoy the Assets.

Authority and Enforceability. The execution Borrower has the power and delivery authority to enter into this Agreement and the other Loan Documents executed by Seller of this Agreementit, to make the borrowings herein provided for, to issue its Notes, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by the Borrower, and to perform all of its obligations hereunder and under the consummation other Loan Documents executed by it. The Seller has the power and authority to enter into the Loan Documents executed by it and to perform all of its obligations under the transactions contemplated hereby, Loan Documents executed by it. The Loan Documents delivered by the Borrower and by the Seller have been duly and validly authorized by all necessary proper corporate actionand/or other organizational proceedings, on the part of Seller. This Agreement is the executed, and delivered by such Person and constitute valid and binding obligation obligations of Seller, such Person enforceable against Seller it in accordance with its their terms, subject to bankruptcyexcept as enforceability may be limited by Debtor Relief Laws and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability and to general equity principles. Neither nor does the execution and delivery performance or observance by the Borrower or the Seller of this Agreement nor the consummation of the transactions contemplated hereby, nor compliance by Seller with any of the provisions hereofmatters and things herein or therein provided for, will (a) conflict with contravene or result in constitute a breach of material default under any applicable material Legal Requirement binding upon the Borrower or the Seller or any provision of the Organization Documents of the Borrower or the Seller’s certificate of incorporation or bylaws, , (b) except with respect to third-party consents contravene or waivers required in connection with agreements and properties to be assigned pursuant to this Agreement (it being understood that Seller will make reasonable efforts to obtain such required consents or waivers) result in constitute a material default (with due notice or lapse of time or both) or give rise to any right of termination, cancellation or acceleration under any of the termsmaterial covenant, conditions or provisions of any note, bond, mortgage, indenture, license indenture or agreement to which Seller is a party of or by which affecting the Borrower or the Seller or any of Seller’s properties its Property, in each case where such violation, contravention or assets may default, individually or in the aggregate, could reasonably be bound or, expected to have a Material Adverse Effect or (c) violate result in the creation or imposition of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to Lien on any Seller, or any Seller’s properties or assets, assuming receipt of all routine governmental consents normally acquired after the consummation of transactions such as transactions Property of the nature contemplated by this Agreement, except, Borrower or the Seller other than the Liens granted in any favor of the Administrative Agent pursuant to the Collateral Documents (a)-(cother than Permitted Liens), where any such foregoing effect would not be likely to affect Purchaser’s ability to own, possess, control or enjoy the Assets.

Authority and Enforceability. The execution and delivery by Seller Buyer of this Agreement, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action, action on the part of SellerBuyer. This Agreement is is, and every instrument, document, or agreement to be executed hereunder to consummate the transactions contemplated hereby will constitute the valid and legally binding obligation of SellerBuyer, enforceable against Seller Buyer in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability and to general equity principles. Neither the execution and delivery by Seller Buyer of this Agreement nor the consummation of the transactions contemplated hereby, nor compliance by Seller Buyer with any of the provisions hereof, will: (ai) conflict with or result in a breach of any provision of Seller’s its certificate of incorporation or bylaws,; (bii) except subject to obtaining required consent under Buyers Credit and Guaranty Agreement dated November 30, 2006 with respect to third-party consents or waivers required in connection with agreements and properties to be assigned pursuant to this Agreement X. Xxxx & Company (it being understood that Seller will make reasonable efforts to obtain such required consents or waivers) the "PERL Credit Agreement"), result in a material default (with due notice or lapse of time or both) or give rise to any right of termination, cancellation or acceleration under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license or agreement to which Seller Buyer is a party or by which Seller it or any of Seller’s its properties or assets may be bound bound; or, (ciii) violate any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to any SellerBuyer, or any Seller’s of its properties or assets, assuming receipt of all routine governmental consents normally acquired after the consummation of transactions such as transactions of the nature contemplated by this Agreement, except, in any of (a)-(c), where any such foregoing effect would not be likely to affect Purchaser’s ability to own, possess, control or enjoy the Assets.

Authority and Enforceability. The Seller has the full right, power, legal capacity and authority to sell, convey, assign, vote and transfer or merge the units, free and clear of any Encumbrance and to execute, deliver and perform his respective obligations hereunder. This Agreement has been duly executed and delivered by Seller and constitutes a valid and legally binding obligation of Seller, enforceable in accordance with its terms. Neither the execution and delivery by Seller of this Agreement, and Agreement nor the consummation of the transactions contemplated hereby, have been duly and validly authorized violates any statute, ordinance, regulation, order, judgment or decree of any court or governmental agency binding upon Seller or the Companies or to which any of his or their assets are subject, or materially conflicts with or will result in any breach of any of the terms of or constitute a material default under or result in the termination of or the creation of any Encumbrance pursuant to the terms of any contract or agreement to which Seller or either of the Companies is a party or by all necessary corporate action, on the part which it or they or any of Seller. This Agreement its or their assets is the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability and to general equity principlesbound. Neither the execution and delivery by Seller of this Agreement nor the consummation by Seller of any of the transactions contemplated hereby, nor compliance by requires the consent, approval, order or authorization of, or registration with, or the giving of notice to, any person or entity or public body or authority. Undisclosed or Contingent Liabilities. Other than liabilities to Seller, the Companies have no undisclosed, contingent or absolute liabilities. The Seller shall indemnify Purchaser with regard to any liabilities of the provisions Companies as of the date hereof, will whether identified or contingent. Absence of Certain Changes or Events. Except as set forth in Schedule 5.1(f) attached hereto, neither the Seller nor either of the Companies, has: caused the business of either of the Companies to be operated other than in the usual, regular and ordinary manner, consistent with past practice; incurred any obligation or liability (afixed or contingent) conflict not otherwise disclosed on the Schedules hereto; discharged or satisfied any Encumbrance or paid any obligation or liability (fixed or contingent), except current liabilities included in the Balance Sheets and current liabilities incurred since the date of the Balance Sheets, all of which have been incurred and paid consistent with past practice in the ordinary course of business; mortgaged, pledged or result subjected to any Encumbrance any portion or all of the Purchased Interests or the Companies' assets; sold assigned, transferred or leased any portion or all of the Purchased Interests, except for fair consideration and in a breach the ordinary course of business; cancelled or compromised any Debt or claim owing to it; waived or released any rights of any provision of Seller’s certificate of incorporation material value relating to the Purchased Interests or bylaws, (b) except the Companies' assets; transferred or granted any rights under any concessions, leases, licenses, agreements, patents, inventions, trademarks, trade names, copyrights, or otherwise with respect to thirdknow-party consents or waivers required how; entered into any transaction other than in connection with agreements and properties to be assigned pursuant to this Agreement (it being understood that Seller will make reasonable efforts to obtain such required consents or waivers) result in a material default (with due notice or lapse the ordinary course of time or both) or give rise to any right of termination, cancellation or acceleration under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license or agreement to which Seller is a party or by which Seller or any of Seller’s properties or assets may be bound or, (c) violate any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to any Seller, or any Seller’s properties or assets, assuming receipt of all routine governmental consents normally acquired after the consummation of transactions such as transactions of the nature contemplated by this Agreement, except, in any of (a)-(c), where any such foregoing effect would not be likely to affect Purchaser’s ability to own, possess, control or enjoy the Assets.business;

Authority and Enforceability. Seller has all requisite power and authority to enter into and perform this Agreement and the Ancillary Agreements. The execution signing, delivery and delivery performance of this Agreement and the Ancillary Agreements by Seller of this Agreement, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate actionSeller's board of directors. Seller's sole shareholder need not approve the signing, on delivery or performance of this Agreement or any of the part of SellerAncillary Agreements. This Agreement is the constitutes a valid and binding obligation of Seller, Seller enforceable against Seller in accordance with its terms, subject to except as enforcement may be limited by bankruptcy, insolvency, fraudulent transferreorganization, moratorium or other laws relating to or affecting creditors' rights generally and except as such enforcement may be limited by general principles of equity. When signed and delivered by Seller, the Ancillary Agreements will also constitute valid and binding obligations of Seller enforceable against Seller in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting creditors' rights generally and similar laws except as enforcement may be limited by general principles of general applicability equity. Except as shown on Schedule 3.3, the signing, delivery and to general equity principles. Neither the execution and delivery by Seller performance of this Agreement nor and the consummation of the transactions contemplated hereby, nor compliance Ancillary Agreements by Seller with any of the provisions hereof, will does not and will not: (a) violate or conflict with the Articles of Incorporation or Bylaws of Seller; (b) violate, conflict with, result in a breach or termination of, otherwise give any other Person the right to terminate, constitute a default under or result in the loss of any provision benefit or right under, the terms of Seller’s certificate any of incorporation the Executory Contracts or bylaws, any other agreement or instrument under which any of the Assets is bound; (bc) except with respect to third-party consents or waivers required in connection with agreements and properties to be assigned pursuant to this Agreement (it being understood that Seller will make reasonable efforts to obtain such required consents or waivers) violate, conflict with, result in a material breach or termination of, otherwise give any other Person the right to terminate, constitute a default (with due notice under or lapse of time or both) or give rise to any right of termination, cancellation or acceleration under any of result in the terms, conditions or provisions loss of any notebenefit or right under, bond, mortgage, indenture, license the terms of any contract or agreement instrument (other than the Executory Contracts) to which Seller is a party or by which Seller is bound if such violation, conflict, breach or other consequence would or could have a Material Adverse Effect; (d) result in the creation of any Lien upon any of Seller’s properties or assets may be bound or, the Assets; (ce) violate any judgment, order, writ, injunction, judgment, decree, statute, rule decree or regulation applicable to award of any Seller, Governmental Authority binding upon any of the Assets or any aspect of Seller’s properties 's GaAs Business or assets, assuming receipt (f) constitute a violation of all routine governmental consents normally acquired after the consummation of transactions such as transactions of the nature contemplated law by this Agreement, except, in any of (a)-(c), where any such foregoing effect would not be likely to affect Purchaser’s ability to own, possess, control or enjoy the AssetsSeller.

Authority and Enforceability. Such Seller has all requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this AgreementAgreement and the Ancillary Agreements by such Seller, the performance of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby, hereby and thereby have been duly and validly authorized by all necessary corporate actionrequisite action of such Seller. Such Seller has duly executed and delivered this Agreement and, with respect to the Founders, the Subscription Agreement and on the part of SellerClosing Date will have duly executed and delivered the other Ancillary Agreements. This Agreement is constitutes, and each such Ancillary Agreement when so executed and delivered will constitute, the legal, valid and binding obligation obligations of Seller, such Seller enforceable against such Seller in accordance with its their respective terms, subject to except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, fraudulent transferconveyance, reorganizationmoratorium, moratorium receivership or similar Laws relating to or affecting creditors’ rights generally and similar laws by general principles of general applicability and equity subject to general equity principlesthe discretion of the court before which any proceeding thereof may be brought (whether considered at law or in equity). Neither the The execution and delivery by Seller of this Agreement nor and the Ancillary Agreements by such Seller and the performance of its obligations hereunder and thereunder require no action by or in respect of, or filing with, any Governmental Authority, other than any actions or filings under Laws the absence of which would not reasonably be expected, individually or in the aggregate, to prevent or materially impair the consummation of the transactions contemplated hereby, nor compliance by Seller with any of the provisions hereof, will (a) conflict with hereby or result in a breach of any provision of Seller’s certificate of incorporation or bylaws, (b) except with respect to third-party consents or waivers required in connection with agreements and properties to be assigned pursuant to this Agreement (it being understood that Seller will make reasonable efforts to obtain such required consents or waivers) result in a material default (with due notice or lapse of time or both) or give rise to any right of termination, cancellation or acceleration under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license or agreement to which Seller is a party or by which Seller or any of Seller’s properties or assets may be bound or, (c) violate any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to any Seller, or any Seller’s properties or assets, assuming receipt of all routine governmental consents normally acquired after the consummation of transactions such as transactions of the nature contemplated by this Agreement, except, in any of (a)-(c), where any such foregoing effect would not be likely to affect Purchaser’s ability to own, possess, control or enjoy the Assetsthereby.

Authority and Enforceability. The execution Borrower has full right and delivery authority to enter into this Agreement and the other Loan Documents executed by Seller of this Agreementit, to make the borrowings herein provided for, to issue its Notes in evidence thereof, and to perform all of its obligations hereunder and under the consummation other Loan Documents executed by it. Each Material Subsidiary has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, and to perform all of its obligations under the transactions contemplated hereby, Loan Documents executed by it. The Loan Documents delivered by the Borrower and by each Material Subsidiary have been duly authorized, executed, and validly authorized delivered by all necessary corporate action, on the part of Seller. This Agreement is the such Person and constitute valid and binding obligation obligations of Seller, such Person enforceable against Seller it in accordance with its their terms, subject to except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and conveyance or similar laws affecting creditors’ rights generally and general principles of general applicability equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and to general equity principles. Neither the execution and delivery by Seller of this Agreement nor and the consummation of the transactions contemplated herebyother Loan Documents do not, nor compliance does the performance or observance by Seller with the Borrower or any Material Subsidiary of any of the provisions hereofmatters and things herein or therein provided for, will (a) conflict with contravene or result in constitute a breach of default under any provision of Seller’s certificate law or any judgment, injunction, order or decree binding upon the Borrower or any Material Subsidiary or any provision of the organizational documents (e.g., charter, articles of incorporation or bylaws, , articles of association or operating agreement, partnership agreement or other similar document) of the Borrower or any Material Subsidiary, in each case where such contravention or default, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, (b) except with respect contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any Material Subsidiary or any of its Property, in each case where such contravention or default, individually or in the aggregate, could reasonably be expected to third-party consents have a Material Adverse Effect or waivers required in connection with agreements and properties to be assigned pursuant to this Agreement (it being understood that Seller will make reasonable efforts to obtain such required consents or waiversc) result in a material default (with due notice the creation or lapse imposition of time or both) or give rise to any right of termination, cancellation or acceleration under Lien on any Property of the terms, conditions or provisions of any note, bond, mortgage, indenture, license or agreement to which Seller is a party or by which Seller Borrower or any of Seller’s properties or assets may be bound or, (c) violate any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to any Seller, or any Seller’s properties or assets, assuming receipt of all routine governmental consents normally acquired after the consummation of transactions such as transactions of the nature contemplated by this Agreement, except, in any of (a)-(c), where any such foregoing effect would not be likely to affect Purchaser’s ability to own, possess, control or enjoy the AssetsMaterial Subsidiary.

Authority and Enforceability. Optionee has the legal capacity and authority to enter into and perform its obligations under this Agreement. The execution execution, delivery and delivery performance by Seller Optionee of this Agreement, Agreement and the consummation by Optionee of the transactions contemplated hereby, hereby have been duly and validly authorized by all necessary corporate action, action on the part of SellerOptionee. This Agreement is has been duly and validly executed and delivered by Optionee and constitutes the legal, valid and binding obligation of SellerOptionee, enforceable against Seller Optionee in accordance with its terms, subject except to the extent that such enforceability: (a) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or other similar laws of general applicability relating to creditors’ rights generally; and (b) is subject to general principles of equity principles(regardless of whether such enforceability is considered in a proceeding in equity or at law). Neither the execution The execution, delivery and delivery performance by Seller Optionee of this Agreement nor and the consummation by Optionee of the transactions contemplated hereby: (i) do not require the consent, nor compliance by Seller with approval, clearance, waiver, order or authorization of any third party; (ii) do not violate any provision of the provisions hereof, will Articles of Incorporation or Bylaws of Optionee; (aiii) do not conflict with or result in a breach of any provision of Seller’s certificate of incorporation or bylaws, (b) except with respect to third-party consents or waivers required in connection with agreements and properties to be assigned pursuant to this Agreement (it being understood that Seller will make reasonable efforts to obtain such required consents or waivers) result in a material default (with due notice or lapse of time or both) or give rise to any right of termination, cancellation or acceleration under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license or agreement to which Seller is a party or by which Seller or any of Seller’s properties or assets may be bound or, (c) violate any orderpermit, writconcession, injunctiongrant, judgment, decreefranchise, statute, law, rule or regulation applicable of any governmental entity or any order, judgment, award or decree of any court or other governmental entity to any Sellerwhich Optionee is subject; and (iv) do not conflict with, or any Seller’s properties or assets, assuming receipt of all routine governmental consents normally acquired after the consummation of transactions such as transactions of the nature contemplated by this Agreement, except, result in any breach of, or default or loss of any right under (a)-(cor an event or circumstance that, with notice or the lapse of time, or both, would result in a default), where or the creation of an encumbrance pursuant to, or cause or permit the acceleration prior to maturity of any such foregoing effect would not be likely amounts owing under, any indenture, mortgage, lease, or other agreement to affect Purchaser’s ability to own, possess, control or enjoy the Assetswhich Optionee is a party.

Authority and Enforceability. The execution Borrower has the power and delivery authority to enter into this Agreement and the other Loan Documents executed by Seller of this Agreementit, to make the borrowings herein provided for, to issue its Notes, to grant to the Administrative Agent the Liens described in the Collateral Documents executed by the Borrower, and to perform all of its obligations hereunder and under the consummation other Loan Documents executed by it. The Seller has the power and authority to enter into the Loan Documents executed by it and to perform all of its obligations under the transactions contemplated hereby, Loan Documents executed by it. The Loan Documents delivered by the Borrower and by the Seller have been duly and validly authorized by all necessary proper corporate actionand/or other organizational proceedings, on the part of Seller. This Agreement is the executed, and delivered by such Person and constitute valid and binding obligation obligations of Seller, such Person enforceable against Seller it in accordance with its their terms, subject to bankruptcyexcept as enforceability may be limited by Debtor Relief Laws and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents ‑52‑ do not, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability and to general equity principles. Neither nor does the execution and delivery performance or observance by the Borrower or the Seller of this Agreement nor the consummation of the transactions contemplated hereby, nor compliance by Seller with any of the provisions hereofmatters and things herein or therein provided for, will (a) conflict with contravene or result in constitute a breach of material default under any applicable material Legal Requirement binding upon the Borrower or the Seller or any provision of the Organization Documents of the Borrower or the Seller’s certificate of incorporation or bylaws, , (b) except with respect to third-party consents contravene or waivers required in connection with agreements and properties to be assigned pursuant to this Agreement (it being understood that Seller will make reasonable efforts to obtain such required consents or waivers) result in constitute a material default (with due notice or lapse of time or both) or give rise to any right of termination, cancellation or acceleration under any of the termsmaterial covenant, conditions or provisions of any note, bond, mortgage, indenture, license indenture or agreement to which Seller is a party of or by which affecting the Borrower or the Seller or any of Seller’s properties its Property, in each case where such violation, contravention or assets may default, individually or in the aggregate, could reasonably be bound or, expected to have a Material Adverse Effect or (c) violate result in the creation or imposition of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to Lien on any Seller, or any Seller’s properties or assets, assuming receipt of all routine governmental consents normally acquired after the consummation of transactions such as transactions Property of the nature contemplated by this Agreement, except, Borrower or the Seller other than the Liens granted in any favor of the Administrative Agent pursuant to the Collateral Documents (a)-(cother than Permitted Liens), where any such foregoing effect would not be likely to affect Purchaser’s ability to own, possess, control or enjoy the Assets.

Authority and Enforceability. The execution and delivery by Seller Buyer and Merger Sub of this Agreement, Agreement and the Notes and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action, action on the part of SellerBuyer and Merger Sub. This Agreement is and upon the Closing the Notes will be the valid and binding obligation obligations of SellerBuyer and Merger Sub, enforceable against Seller Buyer and Merger Sub in accordance with its their respective terms. This Agreement has been duly executed and delivered by Buyer and Merger Sub and the Notes when executed and delivered in accordance herewith, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium will be duly executed and similar laws of general applicability and to general equity principlesdelivered. Neither the execution and delivery by Seller Buyer and Merger Sub of this Agreement or the Notes nor the consummation of the transactions contemplated herebyhereby or thereby, nor compliance by Seller Buyer and Merger Sub with any of the provisions hereofhereof or thereof, will (ai) conflict with or result in a breach of any provision of Seller’s Buyer or Merger Sub's certificate of incorporation organization or bylawsoperating agreement, (b) except with respect to third-party consents or waivers required in connection with agreements and properties to be assigned pursuant to this Agreement (it being understood that Seller will make reasonable efforts to obtain such required consents or waiversii) result in a material default (with due notice or lapse of or time or both) or give rise to any right of termination, cancellation or acceleration under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license or agreement to which Seller Buyer or Merger Sub is a party or by which Seller Buyer or Merger Sub or any of Seller’s Buyer's or Merger Sub's properties or assets may be bound orbound, (ciii) violate any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to any SellerBuyer or Merger Sub, or any Seller’s Buyer's or Merger Sub's properties or assetsassets or, (iv) require the consent, assuming receipt of all routine approval, authorization or permit of, or filing with or notification to any governmental consents normally acquired after the consummation of transactions such as transactions of the nature contemplated by this Agreement, except, in authority or any of (a)-(c), where any such foregoing effect would not be likely to affect Purchaser’s ability to own, possess, control or enjoy the Assetsother person.

Authority and Enforceability. The execution and delivery by Seller of this Agreement, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action, action on the part of Seller. This Agreement is the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to limited, however, by the effects of bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws from time to time in effect relating to the rights and remedies of general applicability and creditors, as well as to general principles of equity principles(regardless of whether such enforceability is considered in a proceeding in equity or at law). Neither the execution and delivery by Seller of this Agreement nor the consummation of the transactions contemplated hereby, nor compliance by Seller with any of the provisions hereof, will (ai) conflict with or result in a breach of any provision of Seller’s certificate 's articles of incorporation incorporation, or bylaws, (bii) except with respect to third-party consents consents, releases or waivers required in connection with agreements and properties to be assigned pursuant to this Agreement (it being understood that Seller will make reasonable efforts attempt to obtain such required consents consents, releases or waivers) result in a material default (with due notice or lapse of or time or both) or give rise to any right of termination, cancellation or acceleration under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license or agreement to which Seller is a party or by which Seller or any of Seller’s 's properties or assets may be bound or, (ciii) violate any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to any Seller, or any Seller’s 's properties or assets, assuming receipt of all routine governmental consents normally acquired after the consummation of transactions such as transactions of the nature contemplated by this Agreement, except, in any of (a)-(c), where any such foregoing effect would not be likely to affect Purchaser’s ability to own, possess, control or enjoy the Assets.

Authority and Enforceability. (a) Each member of the Seller Group has the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by Seller of this Agreement, Agreement and the consummation of the transactions contemplated hereby, hereby have been duly and validly authorized by all necessary corporate action, action on the part of Sellereach member of the Seller Group. Each member of the Seller Group has duly executed and delivered this Agreement. This Agreement is constitutes the valid and binding obligation of Sellereach member of the Seller Group, enforceable against Seller it in accordance with its terms, subject to except as such enforceability may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally, and similar laws (ii) the availability of general applicability injunctive relief and other equitable remedies. (b) Each member of the Seller Group has the requisite power and authority to enter into each Ancillary Agreement to which it is, or is specified to be, a party, and to general equity principlesconsummate the transactions contemplated thereby. Neither the The execution and delivery by each member of the Seller Group of this each Ancillary Agreement nor to which it is, or specified to be, a party and the consummation of the transactions contemplated herebythereby have been duly authorized by all necessary corporate, nor compliance by Seller with any limited liability company or other action on the part of each such member of the provisions hereofSeller Group. Prior to the Closing, will (a) conflict with or result in a breach of any provision of Seller’s certificate of incorporation or bylaws, (b) except with respect to third-party consents or waivers required in connection with agreements and properties to be assigned pursuant to this Agreement (it being understood that Seller will make reasonable efforts to obtain such required consents or waivers) result in a material default (with due notice or lapse of time or both) or give rise to any right of termination, cancellation or acceleration under any 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. The Ancillary Agreements will constitute the valid and binding obligation of each member of the Seller Group party thereto, enforceable against it in accordance with its terms, conditions or provisions of any note, bond, mortgage, indenture, license or agreement to which Seller is a party or by which Seller or any of Seller’s properties or assets except as such enforceability may be bound or, limited by (ci) violate any orderbankruptcy, writinsolvency, injunctionreorganization, judgmentmoratorium or other similar Laws affecting or relating to creditors’ rights generally, decreeand (ii) the availability of injunctive relief and other equitable remedies. This Agreement and the Ancillary Agreements will effectively vest in Buyer good, statute, rule or regulation applicable valid and marketable title to any Seller, or any Seller’s properties or assets, assuming receipt all the Purchased Assets free and clear of all routine governmental consents normally acquired after the consummation of transactions such as transactions of the nature contemplated by this Agreement, except, in any of (a)-(c), where any such foregoing effect would not be likely to affect Purchaser’s ability to own, possess, control or enjoy the AssetsLiens.

Authority and Enforceability. The execution and delivery by Seller of this Agreement, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action, on the part of Seller. This Agreement is the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability and to general equity principles. Neither the execution and delivery by Seller of this Agreement nor the consummation of the transactions contemplated hereby, nor compliance by Seller with any of the provisions hereof, will (a) conflict with or result in a breach of any provision of Seller’s 's certificate of incorporation or bylaws, (b) except with respect to third-party consents or waivers required in connection with agreements and properties to be assigned pursuant to this Agreement (it being understood that Seller will make reasonable efforts to obtain such required consents or waivers) result in a material default (with due notice or lapse of time or both) or give rise to any right of termination, cancellation or acceleration under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license or agreement to which Seller is a party or by which Seller or any of Seller’s 's properties or assets may be bound or, (c) violate any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to any Seller, or any Seller’s 's properties or assets, assuming receipt of all routine governmental consents normally acquired after the consummation of transactions such as transactions of the nature contemplated by this Agreement, except, in any of (a)-(c), where any such foregoing effect would not be likely to affect Purchaser’s ability to own, possess, control or enjoy the Assets.