Common use of Authority and Enforceability Clause in Contracts

Authority and Enforceability. The Seller has the requisite legal capacity to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Seller of this Agreement and the Ancillary Agreements to which it is a party and the consummation by the Seller of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Seller and no other action is necessary on the part of the Seller to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement and each Ancillary Agreement to which it is a party have been duly executed and delivered by the Seller. Assuming due authorization, execution and delivery by the Purchaser and each other party thereto, this Agreement and each such Ancillary Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law.

Authority and Enforceability. The Seller Purchaser has the requisite legal capacity power and authority to execute and deliver enter into this Agreement and each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Seller Purchaser of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation by the Seller Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Seller Purchaser and no other action is necessary on the part of the Seller Purchaser to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement and each of the Ancillary Agreement Agreements to which it is a party have been duly executed and delivered by the SellerPurchaser. Assuming due authorization, execution and delivery by the Purchaser Seller and each other party thereto, this Agreement and each such of the Ancillary Agreement Agreements constitutes a legal, the valid and binding obligation of the SellerPurchaser, enforceable against the Seller Purchaser in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law.

Authority and Enforceability. The Each Seller has the all requisite legal capacity corporate power and authority to execute and deliver this Agreement and the each Ancillary Agreements Agreement to which it such Seller is a party, party and to perform its obligations hereunder under this Agreement and thereunder and to consummate the transactions contemplated hereby and therebyeach such Ancillary Agreement. The execution, delivery and performance by the Seller of this Agreement and the each Ancillary Agreements Agreement to which it each Seller is a party and the consummation by the Seller of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the each Seller. Each Seller has duly and no other action is necessary on the part of the Seller to authorize validly executed and delivered this Agreement and, on or any Ancillary Agreement prior to which it is a party or to consummate the transactions contemplated hereby Closing, each Seller will have duly and thereby. This Agreement validly executed and delivered each Ancillary Agreement to which it is a party have been duly executed and delivered by the Sellerparty. Assuming due authorization, execution and delivery by the Purchaser and each other party theretothe Parent, this Agreement constitutes, and assuming due authorization, execution and delivery by the Purchaser and the Parent and their respective Affiliates that are parties thereto, upon execution and delivery of each Ancillary Agreement to which a Seller is a party each such Ancillary Agreement constitutes a legalwill constitute, the valid and binding obligation of the SellerSeller that is a party thereto, enforceable against the such Seller in accordance with its terms, except as such enforcement may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws relating to affecting the enforcement of creditors’ rights generally and by general equitable principles (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Lawthe “Insolvency and Equity Exceptions”).

Authority and Enforceability. The Each Seller has the requisite legal capacity full power and authority to execute and deliver this Agreement and the each Ancillary Agreements Agreement to which it is a party, be executed and delivered by such Seller pursuant to this Agreement and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebythereunder. The execution, delivery and performance by the each Seller of this Agreement and the Ancillary Agreements to which it is a party be executed and delivered by each Seller pursuant hereto and the consummation by the each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary limited liability company and corporate action on the part of the Seller and no Sellers. No other action is necessary organizational act or proceeding on the part of the any Seller is necessary to authorize the execution, delivery or performance of this Agreement or any the Ancillary Agreement Agreements to which it is a party be executed and delivered by each Seller pursuant hereto or to consummate the consummation of the transactions contemplated hereby and thereby. This Agreement constitutes, and each when executed and delivered, the Ancillary Agreement Agreements to which it is a party have been duly be executed and delivered by the Seller. Assuming due authorizationSellers pursuant hereto shall constitute, execution and delivery by the Purchaser and each other party thereto, this Agreement and each such Ancillary Agreement constitutes a legal, valid and binding obligation obligations of the each Seller, as the case may be, enforceable against the Seller in accordance with its their respective terms, except as such enforcement may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratoriumfraudulent conveyance, fraudulent conveyance moratorium or other similar Laws relating to or affecting creditors’ rights generally and (b) generally, or by general principles of equity, whether such enforceability is considered in a proceeding in equity or at Lawequitable principles.

Authority and Enforceability. The Such Seller has the requisite legal capacity power and authority to execute and deliver enter into this Agreement and the Ancillary Agreements other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder party and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by the Seller of this Agreement and the Ancillary Agreements other Transaction Documents to which it such Seller is a party and the consummation by the Seller of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Seller such Seller, and no other further action is necessary on the part of such Seller or its equityholders (including any vote of the Seller stockholders of US Seller, whether pursuant to applicable Law, the listing rules of any securities exchange or stock market, including the New York Stock Exchange, or otherwise) is necessary to authorize the execution and delivery of this Agreement or any Ancillary Agreement and the other Transaction Documents to which it such Seller is a party or to consummate and the consummation of the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Agreement other Transaction Document to which it each Seller is a party have been will be at or prior to the Closing, duly executed and delivered by the such Seller. Assuming , and, assuming due authorization, execution and delivery by the Purchaser and each other party Parties hereto or thereto, this Agreement constitutes, and each other Transaction Document to which such Ancillary Agreement constitutes Seller is a legalparty will constitute when executed and delivered, a valid and binding obligation of the such Seller, enforceable against the such Seller in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws affecting or relating to creditors’ rights generally and (b) general principles the availability of equity, whether such enforceability is considered in a proceeding in equity or at Lawinjunctive relief and other equitable remedies.

Authority and Enforceability. The Seller Buyer has the requisite legal capacity power and authority to execute and deliver enter into this Agreement and each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Seller Buyer of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation by the Seller Buyer of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Seller Buyer and no other action is necessary on the part of the Seller Buyer to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement and each of the Ancillary Agreement Agreements to which it is a party have been duly executed and delivered by the SellerBuyer. Assuming due authorization, execution and delivery by the Purchaser Shareholders and each other party thereto, this Agreement and each such of the Ancillary Agreement Agreements constitutes a legal, the valid and binding obligation of the SellerBuyer, enforceable against the Seller Buyer in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law.

Authority and Enforceability. The Seller has Buyer and Merger Sub have the requisite legal capacity power and authority to execute and deliver this Agreement and the Ancillary Agreements other Transaction Documents to which it each of them is a party, to perform its their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution, delivery and performance by each of the Seller Buyer and Merger Sub of this Agreement and the Ancillary Agreements other Transaction Documents to which it each of them is a party party, and the consummation by the Seller Buyer and Merger Sub of the transactions contemplated hereby and thereby Transactions, as applicable, have been duly authorized by all necessary action on the part of the Seller Buyer and Merger Sub, and no other action is necessary on the part of the Seller Buyer or Merger Sub to authorize this Agreement or any Ancillary Agreement the other Transaction Documents to which it each of them is or will be a party or to consummate the transactions contemplated hereby and therebyTransactions. This Agreement has been, and each Ancillary Agreement the other Transaction Documents to which it is the Buyer and Merger Sub are or will be a party have been will be at Closing, duly executed and delivered by the Seller. Assuming Buyer and Merger Sub, as applicable, and, assuming the due authorization, execution and delivery by the Purchaser and each other party hereto and thereto, this Agreement constitutes, and each such Ancillary Agreement constitutes the other Transaction Documents to which the Buyer or Merger Sub are a party will constitute at Closing, legal, valid and binding obligation obligations of the SellerBuyer and Merger Sub, as applicable, enforceable against the Seller Buyer and Merger Sub, as applicable, in accordance with its their terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law.

Authority and Enforceability. The Seller Buyer has the requisite legal capacity power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Seller of this Agreement and the Ancillary Agreements to which it is a party party, and the consummation by the Seller of the transactions contemplated hereby and thereby by the Buyer have been duly authorized by all necessary action on the part of the Seller Buyer, and no other action is necessary on the part of the Seller Buyer to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each upon execution by the Buyer of the Ancillary Agreement Agreements to which it is a party have been party, such Ancillary Agreements will be, duly executed and delivered by the Seller. Assuming Buyer and, assuming the due authorization, execution and delivery by the Purchaser and each other party hereto and thereto, this Agreement constitutes, and each such Ancillary Agreement constitutes Agreements will constitute, a legal, valid and binding obligation of the SellerBuyer, enforceable against the Seller Buyer in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally generally, and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Lawlaw.

Authority and Enforceability. The Seller Buyer has the requisite legal capacity power and authority to execute and deliver enter into this Agreement and each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyContemplated Transactions. The execution, delivery and performance by the Seller Buyer of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation by the Seller Buyer of the transactions contemplated hereby and thereby Contemplated Transactions have been duly authorized by all necessary action on the part of the Seller Buyer and no other action is necessary on the part of the Seller Buyer to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the transactions contemplated hereby and therebyContemplated Transactions. This Agreement and each of the Ancillary Agreement Agreements to which it is a party have been duly executed and delivered by the SellerBuyer. Assuming due authorization, execution and delivery by the Purchaser Sellers and each other party thereto, this Agreement and each such of the Ancillary Agreement constitutes a legalAgreements constitutes, the valid and binding obligation of the SellerBuyer, enforceable against the Seller Buyer in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law.

Authority and Enforceability. The Seller has the requisite power and authority, and, in the case of any Seller that is an individual, the requisite legal capacity capacity, to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the Acquisition and the other transactions contemplated hereby and thereby. The execution, delivery and performance by the Seller of this Agreement and the Ancillary Agreements to which it is a party and the consummation by the Seller of the Acquisition and the other transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the such Seller and no other action is necessary on the part of the such Seller to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the Acquisition or the other transactions contemplated hereby and or thereby. This Agreement and each Ancillary Agreement to which it is a party have has been duly executed and delivered by the Seller. Assuming Seller and, assuming the due authorization, execution and delivery by the Purchaser and each other party theretohereto, this Agreement and each such Ancillary Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable against the such Seller in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law.

Authority and Enforceability. The Seller Buyer has the requisite legal capacity power and authority to execute and deliver enter into this Agreement and each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby and therebyContemplated Transactions. The execution, delivery and performance by the Seller Buyer of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation by the Seller Buyer of the transactions contemplated hereby and thereby Contemplated Transactions have been duly authorized by all necessary action on the part of the Seller Buyer and no other action is necessary on the part of the Seller Buyer to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the transactions contemplated hereby and therebyContemplated Transactions. This Agreement and each of the Ancillary Agreement Agreements to which it is a party have been duly executed and delivered by the SellerBuyer. Assuming due authorization, execution and delivery by the Purchaser Sellers and each other party thereto, this Agreement and each such of the Ancillary Agreement constitutes a legalAgreements constitutes, the valid and binding obligation of the SellerBuyer, enforceable against the Seller Buyer in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Lawgenerally.

Authority and Enforceability. The Each Seller has the all requisite legal capacity corporate, limited liability company or other applicable power and authority to execute duly and validly execute, deliver and perform this Agreement and each of the Ancillary Agreements other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyContemplated Transactions to which it is a party. The execution, delivery and performance by the each Seller of this Agreement and the Ancillary Agreements other Transaction Documents to which it is a party party, and the consummation by the each Seller of the transactions contemplated hereby and thereby Contemplated Transactions to which it is a party, have been duly authorized by all necessary corporate, limited liability company or other applicable action on the part of each Seller. This Agreement has been, and the Seller and no other action is necessary on the part of the Seller to authorize this Agreement or any Ancillary Agreement Transaction Documents to which it a Seller is a party or to consummate will be as of the transactions contemplated hereby Closing Date, duly and thereby. This Agreement and each Ancillary Agreement to which it is a party have been duly validly executed and delivered by such Seller and, assuming the Seller. Assuming due authorization, execution and delivery by the Purchaser and each other party theretoBuyer, this Agreement constitutes, and each such Ancillary Agreement constitutes the Transaction Documents to be executed at the Closing Date will constitute at the Closing Date, a legal, valid and binding obligation of the Sellersuch Seller party thereto, enforceable against the such Seller in accordance with its termsterms and conditions, except as enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other moratorium and similar Laws laws relating to or affecting creditors’ rights generally and (b) general principles generally, or by the availability of equity, whether such enforceability is considered in a proceeding in equity or at Lawequitable remedies.

Authority and Enforceability. The Seller has Purchaser and the Guarantor have all requisite legal capacity power and authority to execute and deliver this Agreement and the each Ancillary Agreements Agreement to which it is a party, party and to perform its obligations hereunder under this Agreement and thereunder and to consummate the transactions contemplated hereby and therebyeach such Ancillary Agreement. The execution, delivery and performance by the Seller of this Agreement and the each Ancillary Agreements Agreement to which it the Purchaser or the Guarantor is a party and the consummation by the Seller of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Seller Purchaser and no other action is necessary on the part of Guarantor. The Purchaser and the Seller to authorize Guarantor have duly and validly executed and delivered this Agreement and, on or any Ancillary Agreement prior to which it is a party the Closing, the Purchaser or to consummate the transactions contemplated hereby Guarantor will have duly and thereby. This Agreement validly executed and delivered each Ancillary Agreement to which it is a party have been duly executed and delivered by the Sellerparty. Assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by the Purchaser Seller and each the other party parties thereto, this Agreement constitutes, and at the Closing each such Ancillary Agreement constitutes to which the Purchaser or the Guarantor is a legalparty will constitute, the valid and binding obligation of the SellerPurchaser and the Guarantor, enforceable against the Seller Purchaser and the Guarantor in accordance with its terms, except as limited by subject to (a) Laws of general application relating to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally insolvency and the relief of debtors and (b) general principles of equityLaws 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 Buyer has the requisite legal capacity power and authority to execute and deliver enter into this Agreement and each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Seller Buyer of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation by the Seller Buyer of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Seller Buyer and no other action is necessary on the part of the Seller Buyer to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement and each of the Ancillary Agreement Agreements to which it is a party have been duly executed and delivered by the SellerBuyer. Assuming due authorization, execution and delivery by the Purchaser Shareholders, Xxxxxx and each other party thereto, this Agreement and each such of the Ancillary Agreement constitutes a legalAgreements constitutes, the valid and binding obligation of the SellerBuyer, enforceable against the Seller Buyer in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law.

Authority and Enforceability. The Seller Company has the all requisite legal capacity corporate power and authority, and has taken all corporate action necessary, to execute and deliver this Agreement and each of the Ancillary Agreements other documents and agreements contemplated by this Agreement (collectively, the “Transaction Documents”) to which it is a party, to perform its obligations hereunder and thereunder and to consummate each of the transactions contemplated hereby and thereby. This Agreement has been duly authorized, executed and delivered by the Company, and (assuming the due authorization, execution and delivery by the other Parties) this Agreement and each of the other Transaction Documents to which it is a party constitute the legal, valid and binding obligations of the Company, enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable insolvency, bankruptcy, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and applicable equitable principles (whether considered in a proceeding at law or in equity). The execution, delivery and performance by the Seller Company of this Agreement and the Ancillary Agreements other Transaction Documents to which it is a party party, and the consummation by the Seller of the transactions contemplated hereby and thereby thereby, have been (or, in the case of the Transaction Documents to be executed at the Closing, will be as of the Closing Date) duly and validly authorized by all necessary requisite action (corporate or otherwise), and no other proceedings on the part of the Seller Company are necessary to authorize the execution, delivery or performance of this Agreement and no such other action is necessary on the part Transaction Documents. The affirmative authorization of the Seller holders of a majority of the Shares is the only vote or authorization of any holders of capital stock of the Company necessary to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement and each Ancillary Agreement to which it is a party have been duly executed and delivered by this Agreement, including the Seller. Assuming due authorization, execution and delivery by the Purchaser and each other party thereto, this Agreement and each such Ancillary Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at LawMerger.

Authority and Enforceability. The Seller If such Party is a legal entity, such Party has full corporate, limited liability company or limited partnership (as applicable) power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. If such Party is a natural person, such Party has all requisite power, authority and legal capacity to execute and deliver this Agreement and the Ancillary Agreements to which it is a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by the Seller such Party of this Agreement and the Ancillary Agreements to which it is a party and the consummation by the Seller such Party of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate, limited liability company, limited partnership or spousal action on the part of the Seller such Party and no other action is necessary proceedings on the part of the Seller such Party are necessary to authorize approve this Agreement or any Ancillary Agreement to which it is a party or to consummate the transactions contemplated hereby and therebyhereby. This Agreement and each Ancillary Agreement to which it is a party have has been duly executed and delivered by the Seller. Assuming such Party and, assuming due authorization, execution and delivery by each of the Purchaser and each other party theretoParties, this Agreement and each such Ancillary Agreement constitutes a the legal, valid and binding obligation obligations of the Sellersuch Party, enforceable against the Seller such Party in accordance with its terms, except as enforceability may be limited by (a) bankruptcy, insolvency‎insolvency, fraudulent transfer, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws relating to creditorsor affecting ‎creditors’ rights generally and or by equitable principles (b) general principles regardless of whether enforcement is sought ‎at Law or in equity, whether such enforceability is considered in a proceeding in equity or at Law).

Authority and Enforceability. The Seller has YGYI and KII have, and will have on the Closing Date, the requisite legal capacity power and authority to execute and deliver enter into this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby Transactions, subject to shareholder and therebyNasdaq approval of the Contingent Consideration Warrants. The execution, execution and delivery by YGYI and performance by the Seller KII of this Agreement and and/or the Ancillary Agreements Documents to which it is a party and the consummation by the Seller YGYI and KII of the transactions contemplated hereby and thereby Transactions have been duly authorized by all necessary corporate action on the part of the YGYI and KII, respectively. The Shares and Contingent Consideration Warrants being issued to Seller hereunder have been duly authorized and no other action is necessary on the part of the Seller to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the transactions contemplated hereby validly issued and therebyare fully paid and non-assessable. This Agreement and each and/or the Ancillary Agreement Documents to which it is a party have each been duly executed and delivered by the Seller. Assuming YGYI and KII and, assuming due authorization, execution and delivery by Seller, LD and the Purchaser and each other party theretoRepresenting Party, this Agreement and each such Ancillary Agreement constitutes a legal, constitute the valid and binding obligation of the SellerYGYI and KII, enforceable against the Seller each in accordance with its their terms, except as such enforceability may be limited by by: (ai) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws affecting or relating to creditors’ rights generally and (bii) general principles the availability of equity, whether such enforceability is considered in a proceeding in equity or at Lawinjunctive relief and other equitable remedies.

Authority and Enforceability. The Each member of the Seller Group has the requisite legal capacity power and authority to execute and deliver enter into this Agreement and the and/or each Ancillary Agreements Agreement to which it is is, or specified to be, a party, to perform its obligations hereunder and thereunder party and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each member of the Seller Group of this Agreement and the and/or each Ancillary Agreements Agreement to which it is is, or specified to be, a party and the consummation by the Seller of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or other action on the part of the Seller each such Person. This Agreement has been duly executed and no other action is necessary on the part delivered by each member of the Seller Group party to authorize this Agreement or any Ancillary Agreement it and prior to which it is a party or to consummate the transactions contemplated hereby Closing each member of the Seller Group will have duly executed and thereby. This Agreement and delivered each Ancillary Agreement to which it is is, or specified to be, a party have been duly executed party. This Agreement constitutes, and delivered by the Seller. Assuming due authorizationAncillary Agreements will upon execution constitute, execution and delivery by the Purchaser and each other party thereto, this Agreement and each such Ancillary Agreement constitutes a legal, valid and binding obligation of each member of the SellerSeller Group party thereto, enforceable against the Seller it in accordance with its terms, except as such enforceability may be limited by (ai) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws affecting or relating to creditors’ rights generally generally, and (bii) general principles the availability of equity, whether such enforceability is considered in a proceeding in equity or at Lawinjunctive relief and other equitable remedies.

Authority and Enforceability. The Seller Purchaser has the requisite legal capacity power and authority to execute and deliver enter into this Agreement and each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Seller Purchaser of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation by the Seller Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Seller Purchaser and no other action is necessary on the part of the Seller Purchaser to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement and each of the Ancillary Agreement Agreements to which it is a party have been duly executed and delivered by the SellerPurchaser. Assuming due authorization, execution and delivery by the Purchaser Stockholders and each other party thereto, this Agreement and each such of the Ancillary Agreement Agreements constitutes a legal, the valid and binding obligation of the SellerPurchaser, enforceable against the Seller Purchaser in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law.

Authority and Enforceability. The Seller Buyer has the all requisite legal capacity corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by the Seller of this Agreement and the Ancillary Agreements to which it is a party by Buyer, its performance hereunder and thereunder, and the consummation by the Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Seller and no other action is necessary on the part Buyer. Each of the Seller to authorize this Agreement or any and the Ancillary Agreement Agreements to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement and each Ancillary Agreement to which it is a party have has been duly executed and delivered by the Seller. Assuming Buyer and, assuming due authorization, execution and delivery by the Purchaser and each other party theretoSeller, this Agreement and each such Ancillary Agreement constitutes a legal, valid and binding obligation of the SellerBuyer, enforceable against the Seller Buyer in accordance with its termsterms and conditions, except as the same may be limited by (a) bankruptcy, insolvency, reorganization, moratoriumfraudulent transfer, fraudulent conveyance preference, moratorium or other similar Laws now or hereafter in effect relating to creditors’ rights or affecting creditors generally and or by general equity principles (b) general principles regardless of equity, whether such enforceability is considered in a proceeding Proceeding in equity or at Lawlaw) and except that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding may be brought.

Authority and Enforceability. The Seller Each of Parent and the Company has the requisite legal capacity entity power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyContemplated Transactions. The execution, delivery and performance by each of Parent and the Seller Company of this Agreement and the Ancillary Agreements to which it is a party and the consummation by the Seller Parent of the transactions contemplated hereby and thereby Contemplated Transactions have been duly authorized by all necessary action on the part of each of Parent and the Seller Company and no other action is necessary on the part of either of Parent or the Seller Company to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the transactions contemplated hereby and therebyContemplated Transactions. This Agreement and each Ancillary Agreement Agreements to which it is a party have been duly executed and delivered by Parent and the SellerCompany. Assuming due authorization, execution and delivery by the Purchaser Buyer and each other party thereto, this Agreement and each such of the Ancillary Agreement Agreements constitutes a legal, valid and binding obligation of each of Parent and the SellerCompany, enforceable against the Seller Parent in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law.

Authority and Enforceability. The Such Seller has the entity power and authority, and, in the case of any Seller that is an individual, the requisite legal capacity capacity, to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyContemplated Transactions. The execution, delivery and performance by the such Seller of this Agreement and the Ancillary Agreements to which it is a party and the consummation by the such Seller of the transactions contemplated hereby and thereby Contemplated Transactions have been duly authorized by all necessary action on the part of the such Seller and no other action is necessary on the part of the such Seller to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the transactions contemplated hereby Contemplated Transactions. Assuming due authorization, execution and thereby. This delivery by the Buyer, this Agreement and each Ancillary Agreement to which it is a party have been duly executed and delivered by the such Seller. Assuming due authorization, execution and delivery by the Purchaser and each other party thereto, this This Agreement and each of the Ancillary Agreements to which such Ancillary Agreement Seller is a party constitutes a legal, valid and binding obligation of the such Seller, enforceable against the such Seller in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Lawgenerally.