Common use of Authority, Authorization and Enforceability Clause in Contracts

Authority, Authorization and Enforceability. The Company has the corporate power and authority to execute and deliver this Agreement, the Escrow Agreement and the other agreements set forth on Schedule 3.5 of the Disclosure Schedule, (the Escrow Agreement and such other agreements are referred to as the “Ancillary Agreements”) and to consummate the Merger and the other transactions contemplated hereby and thereby, subject in the case of the consummation of the Merger to the filing and recordation of the Certificate of Merger. All corporate action on the part of the Company and its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement and the Ancillary Agreements, and the performance of all obligations of the Company, hereunder and thereunder, has been taken or, with respect to the matters set forth on Schedule 3.5 of the Disclosure Schedule, will be taken prior to Closing. The Board of Directors of the Company has unanimously made the Company Recommendation. This Agreement has been duly and validly executed and delivered by the Company and each Ancillary Agreement to which the Company will become a party to on or prior to Closing, will be, when executed by the Company, duly and validly executed and delivered by the Company, and, in each case, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute a valid and legally binding agreement of the Company, enforceable against it in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, and (iii) to the extent the indemnification provisions may be limited as a matter of public policy under applicable federal or state securities Laws.

Authority, Authorization and Enforceability. The Company Each of AHGP and the General Partner has the corporate requisite power and authority (corporate or otherwise) to execute and deliver this Agreement, the Escrow Contribution Agreement and each instrument required hereby to be executed and delivered by it at the other agreements set forth on Schedule 3.5 of the Disclosure ScheduleClosing, (the Escrow Agreement to perform its obligations hereunder and such other agreements are referred to as the “Ancillary Agreements”) thereunder and to consummate the Merger and the other transactions contemplated hereby and thereby, subject in . The execution and delivery by the case General Partner of this Contribution Agreement and each instrument required hereby to be executed and delivered by it at the Closing and the performance of its obligations hereunder and thereunder have been duly and validly authorized by the board of directors of the consummation General Partner, and no other corporate proceedings of the Merger General Partner are necessary to authorize the filing and recordation of the Certificate of Merger. All corporate action on the part of the Company and its officers, directors and stockholders necessary for the authorization, execution and delivery of this Contribution Agreement or the consummation of the transactions contemplated hereby. This Contribution Agreement and the Ancillary Agreements, and the performance of all obligations of the Company, hereunder and thereunder, has been taken or, with respect to the matters set forth on Schedule 3.5 of the Disclosure Schedule, will be taken prior to Closing. The Board of Directors of the Company has unanimously made the Company Recommendation. This Agreement has each instrument required hereby have been duly and validly executed and delivered by each of AHGP and the Company General Partner and each Ancillary Agreement to which the Company will become a party to on or prior to Closing, will be, when executed by the Company, duly and validly executed and delivered by the Company, and, in each case, (assuming due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, constitutes or will ) constitute a the valid and legally binding agreement obligations of each of AHGP and the CompanyGeneral Partner, enforceable against it each of AHGP and the General Partner in accordance with its their terms, except that (iA) as limited by applicable such enforceability may be subject to bankruptcy, insolvency, reorganization, moratoriummoratorium or other laws, and other Laws of general application decisions or equitable principles now or hereafter in effect relating to or affecting the enforcement of creditors’ rights or debtors’ obligations generally, (ii) as limited by Laws relating and to the availability of specific performance, injunctive relief, or other equitable remediesgeneral equity principles, and (iiiB) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the extent discretion of the indemnification provisions court before which any proceeding therefor may be limited as a matter of public policy under applicable federal or state securities Lawsbrought.

Authority, Authorization and Enforceability. The Company SGP has the corporate requisite power and authority (corporate or otherwise) to execute and deliver this Agreement, the Escrow Contribution Agreement and each instrument required hereby to be executed and delivered by it at the other agreements set forth on Schedule 3.5 of the Disclosure ScheduleClosing, (the Escrow Agreement to perform its obligations hereunder and such other agreements are referred to as the “Ancillary Agreements”) thereunder and to consummate the Merger and the other transactions contemplated hereby and thereby. The execution and delivery by SGP of this Contribution Agreement and each instrument required hereby to be executed and delivered by it at the Closing and the performance of its obligations hereunder and thereunder have been duly and validly authorized by the board of directors of SGP, subject in and no other corporate proceedings of SGP are necessary to authorize the case of the consummation of the Merger to the filing and recordation of the Certificate of Merger. All corporate action on the part of the Company and its officers, directors and stockholders necessary for the authorization, execution and delivery of this Contribution Agreement or the consummation of the transactions contemplated hereby. This Contribution Agreement and the Ancillary Agreements, and the performance of all obligations of the Company, hereunder and thereunder, has been taken or, with respect to the matters set forth on Schedule 3.5 of the Disclosure Schedule, will be taken prior to Closing. The Board of Directors of the Company has unanimously made the Company Recommendation. This Agreement has each instrument required hereby have been duly and validly executed and delivered by the Company SGP and each Ancillary Agreement to which the Company will become a party to on or prior to Closing, will be, when executed by the Company, duly and validly executed and delivered by the Company, and, in each case, (assuming due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, constitutes or will ) constitute a the valid and legally binding agreement obligations of the CompanySGP, enforceable against it SGP in accordance with its their terms, except that (iA) as limited by applicable such enforceability may be subject to bankruptcy, insolvency, reorganization, moratoriummoratorium or other laws, and other Laws of general application decisions or equitable principles now or hereafter in effect relating to or affecting the enforcement of creditors’ rights or debtors’ obligations generally, (ii) as limited by Laws relating and to the availability of specific performance, injunctive relief, or other equitable remediesgeneral equity principles, and (iiiB) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the extent discretion of the indemnification provisions court before which any proceeding therefor may be limited as a matter of public policy under applicable federal or state securities Lawsbrought.

Authority, Authorization and Enforceability. The Company AMH II has the corporate requisite power and authority (corporate or otherwise) to execute and deliver this Agreement, the Escrow Contribution Agreement and each instrument required hereby to be executed and delivered by it at the other agreements set forth on Schedule 3.5 of the Disclosure ScheduleClosing, (the Escrow Agreement to perform its obligations hereunder and such other agreements are referred to as the “Ancillary Agreements”) thereunder and to consummate the Merger and the other transactions contemplated hereby and thereby. The execution and delivery by AMH II of this Contribution Agreement and each instrument required hereby to be executed and delivered by it at the Closing and the performance of its obligations hereunder and thereunder have been duly and validly authorized by the board of directors of AMH II, subject in and no other corporate proceedings of AMH II are necessary to authorize the case of the consummation of the Merger to the filing and recordation of the Certificate of Merger. All corporate action on the part of the Company and its officers, directors and stockholders necessary for the authorization, execution and delivery of this Contribution Agreement or the consummation of the transactions contemplated hereby. This Contribution Agreement and the Ancillary Agreements, and the performance of all obligations of the Company, hereunder and thereunder, has been taken or, with respect to the matters set forth on Schedule 3.5 of the Disclosure Schedule, will be taken prior to Closing. The Board of Directors of the Company has unanimously made the Company Recommendation. This Agreement has each instrument required hereby have been duly and validly executed and delivered by the Company AMH II and each Ancillary Agreement to which the Company will become a party to on or prior to Closing, will be, when executed by the Company, duly and validly executed and delivered by the Company, and, in each case, (assuming due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, constitutes or will ) constitute a the valid and legally binding agreement obligations of the CompanyAMH II, enforceable against it AMH II in accordance with its their terms, except that (iA) as limited by applicable such enforceability may be subject to bankruptcy, insolvency, reorganization, moratoriummoratorium or other laws, and other Laws of general application decisions or equitable principles now or hereafter in effect relating to or affecting the enforcement of creditors’ rights or debtors’ obligations generally, (ii) as limited by Laws relating and to the availability of specific performance, injunctive relief, or other equitable remediesgeneral equity principles, and (iiiB) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the extent discretion of the indemnification provisions court before which any proceeding therefor may be limited as a matter of public policy under applicable federal or state securities Lawsbrought.

Authority, Authorization and Enforceability. The Company AMH has the corporate requisite power and authority (corporate or otherwise) to execute and deliver this Agreement, the Escrow Contribution Agreement and each instrument required hereby to be executed and delivered by it at the other agreements set forth on Schedule 3.5 of the Disclosure ScheduleClosing, (the Escrow Agreement to perform its obligations hereunder and such other agreements are referred to as the “Ancillary Agreements”) thereunder and to consummate the Merger and the other transactions contemplated hereby and thereby. The execution and delivery by AMH of this Contribution Agreement and each instrument required hereby to be executed and delivered by it at the Closing and the performance of its obligations hereunder and thereunder have been duly and validly authorized by the board of directors of AMH, subject in and no other corporate proceedings of AMH are necessary to authorize the case of the consummation of the Merger to the filing and recordation of the Certificate of Merger. All corporate action on the part of the Company and its officers, directors and stockholders necessary for the authorization, execution and delivery of this Contribution Agreement or the consummation of the transactions contemplated hereby. This Contribution Agreement and the Ancillary Agreements, and the performance of all obligations of the Company, hereunder and thereunder, has been taken or, with respect to the matters set forth on Schedule 3.5 of the Disclosure Schedule, will be taken prior to Closing. The Board of Directors of the Company has unanimously made the Company Recommendation. This Agreement has each instrument required hereby have been duly and validly executed and delivered by the Company AMH and each Ancillary Agreement to which the Company will become a party to on or prior to Closing, will be, when executed by the Company, duly and validly executed and delivered by the Company, and, in each case, (assuming due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, constitutes or will ) constitute a the valid and legally binding agreement obligations of the CompanyAMH, enforceable against it AMH in accordance with its their terms, except that (iA) as limited by applicable such enforceability may be subject to bankruptcy, insolvency, reorganization, moratoriummoratorium or other laws, and other Laws of general application decisions or equitable principles now or hereafter in effect relating to or affecting the enforcement of creditors’ rights or debtors’ obligations generally, (ii) as limited by Laws relating and to the availability of specific performance, injunctive relief, or other equitable remediesgeneral equity principles, and (iiiB) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the extent discretion of the indemnification provisions court before which any proceeding therefor may be limited as a matter of public policy under applicable federal or state securities Lawsbrought.

Authority, Authorization and Enforceability. The Such Combining Company has the all requisite corporate power and authority to execute and deliver this Agreement, the Escrow Agreement and the other agreements set forth on Schedule 3.5 of the Disclosure Scheduleeach instrument required hereby to be executed and delivered by it, (the Escrow Agreement to perform its obligations hereunder and such other agreements are referred to as the “Ancillary Agreements”) thereunder and to consummate the Merger and the other transactions contemplated hereby and thereby. The execution and delivery by such Combining Company of this Agreement and each instrument required hereby to be executed and delivered by it and the performance of its obligations hereunder and thereunder have been duly and validly authorized by the Board of such Combining Company, subject in upon the case recommendation of the consummation Committee of such Combining Company, and no other corporate proceedings, other than the approval of the Merger stockholders of such Combining Company contemplated by Sections 6.1(c) and (d) hereof, are necessary to authorize the filing and recordation of the Certificate of Merger. All corporate action on the part of the Company and its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement and or the Ancillary Agreements, and the performance of all obligations consummation of the Company, hereunder and thereunder, has been taken or, with respect to the matters set forth on Schedule 3.5 of the Disclosure Schedule, will be taken prior to Closing. The Board of Directors of the Company has unanimously made the Company Recommendationtransactions contemplated hereby. This Agreement has and each instrument required hereby have been duly and validly executed and delivered by the such Combining Company and each Ancillary Agreement to which the Company will become a party to on or prior to Closing, will be, when executed by the Company, duly and validly executed and delivered by the Company, and, in each case, (assuming due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, constitutes or will ) constitute a the valid and legally binding agreement obligations of the such Combining Company, enforceable against it such Combining Company in accordance with its their terms, except that (ia) as limited by applicable such enforceability may be subject to bankruptcy, insolvency, reorganization, moratoriummoratorium or other laws, and other Laws of general application decisions or equitable principles now or hereafter in effect relating to or affecting the enforcement of creditors’ rights or debtors’ obligations generally, and to general equity principles (ii) as limited by Laws relating to the availability of specific performance, injunctive relief, whether applied in a proceeding at law or other equitable remediesin equity), and (iiib) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the extent discretion of the indemnification provisions court before which any proceeding therefor may be limited as a matter of public policy under applicable federal or state securities Lawsbrought.

Authority, Authorization and Enforceability. The Company IPS has the all requisite corporate power and authority to execute and deliver this Agreement, the Escrow Agreement and each instrument required hereby to be executed and delivered by it at the other agreements set forth on Schedule 3.5 of the Disclosure ScheduleClosing, (the Escrow Agreement to perform its obligations hereunder and such other agreements are referred to as the “Ancillary Agreements”) thereunder and to consummate the Merger and the other transactions contemplated hereby and thereby. The execution and delivery by IPS of this Agreement and each instrument required hereby to be executed and delivered by it at the Closing and the performance of its obligations hereunder and thereunder have been duly and validly authorized by the board of directors of IPS and the Independent Committee of IPS, subject in and no other corporate proceedings of IPS, other than the case approval of the consummation stockholders of IPS contemplated by Section 9.1(e) hereof, are necessary to authorize the Merger to the filing and recordation of the Certificate of Merger. All corporate action on the part of the Company and its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement and or the Ancillary Agreements, and the performance of all obligations consummation of the Company, hereunder and thereunder, has been taken or, with respect to the matters set forth on Schedule 3.5 of the Disclosure Schedule, will be taken prior to Closing. The Board of Directors of the Company has unanimously made the Company Recommendationtransactions contemplated hereby. This Agreement has and each instrument required hereby have been duly and validly executed and delivered by the Company IPS and each Ancillary Agreement to which the Company will become a party to on or prior to Closing, will be, when executed by the Company, duly and validly executed and delivered by the Company, and, in each case, (assuming due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, constitutes or will ) constitute a the valid and legally binding agreement obligations of the CompanyIPS, enforceable against it IPS in accordance with its their terms, except that (iA) as limited by applicable such enforceability may be subject to bankruptcy, insolvency, reorganization, moratoriummoratorium or other laws, and other Laws of general application decisions or equitable principles now or hereafter in effect relating to or affecting the enforcement of creditors’ rights or debtors’ obligations generally, (ii) as limited by Laws relating and to the availability of specific performance, injunctive relief, or other equitable remediesgeneral equity principles, and (iiiB) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the extent discretion of the indemnification provisions court before which any proceeding therefor may be limited as a matter of public policy under applicable federal or state securities Lawsbrought.

Authority, Authorization and Enforceability. The Company Sooner has the all requisite corporate power and authority to execute and deliver this Agreement, the Escrow Combination Agreement and each instrument required hereby to be executed and delivered by it at the other agreements set forth on Schedule 3.5 of the Disclosure ScheduleClosing, (the Escrow Agreement to perform its obligations hereunder and such other agreements are referred to as the “Ancillary Agreements”) thereunder and to consummate the Merger and the other transactions contemplated hereby and thereby. The execution and delivery by Sooner of this Combination Agreement and each instrument required hereby to be executed and delivered by it at the Closing and the performance of its obligations hereunder and thereunder have been duly and validly authorized by the board of directors of Sooner, subject in and no other corporate proceedings of Sooner, other than the case approval of the consummation stockholders of Sooner contemplated by Section 12.1(o) hereof are necessary to authorize the Merger to the filing and recordation of the Certificate of Merger. All corporate action on the part of the Company and its officers, directors and stockholders necessary for the authorization, execution and delivery of this Combination Agreement or the consummation of the transactions contemplated hereby. This Combination Agreement and the Ancillary Agreements, and the performance of all obligations of the Company, hereunder and thereunder, has been taken or, with respect to the matters set forth on Schedule 3.5 of the Disclosure Schedule, will be taken prior to Closing. The Board of Directors of the Company has unanimously made the Company Recommendation. This Agreement has each instrument required hereby have been duly and validly executed and delivered by the Company Sooner and each Ancillary Agreement to which the Company will become a party to on or prior to Closing, will be, when executed by the Company, duly and validly executed and delivered by the Company, and, in each case, (assuming due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, constitutes or will ) constitute a the valid and legally binding agreement obligations of the CompanySooner, enforceable against it Sooner in accordance with its their terms, except that (iA) as limited by applicable such enforceability may be subject to bankruptcy, insolvency, reorganization, moratoriummoratorium or other laws, and other Laws of general application decisions or equitable principles now or hereafter in effect relating to or affecting the enforcement of creditors’ ' rights or debtors' obligations generally, (ii) as limited by Laws relating and to the availability of specific performance, injunctive relief, or other equitable remediesgeneral equity principles, and (iiiB) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the extent discretion of the indemnification provisions court before which any proceeding therefor may be limited as a matter of public policy under applicable federal or state securities Lawsbrought.

Authority, Authorization and Enforceability. The Company I.E. Mxxxxx has the all requisite corporate power and authority to execute and deliver this Agreement, the Escrow Agreement and each instrument required hereby to be executed and delivered by it at the other agreements set forth on Schedule 3.5 of the Disclosure ScheduleClosing, (the Escrow Agreement to perform its obligations hereunder and such other agreements are referred to as the “Ancillary Agreements”) thereunder and to consummate the Merger and the other transactions contemplated hereby and thereby. The execution and delivery by I.E. Mxxxxx of this Agreement and each instrument required hereby to be executed and delivered by it at the Closing and the performance of its obligations hereunder and thereunder have been duly and validly authorized by the board of directors of I.E. Mxxxxx and the Independent Committee of I.E. Mxxxxx, subject in and no other corporate proceedings of I.E. Mxxxxx, other than the case approval of the consummation stockholders of I.E. Mxxxxx contemplated by Section 9.1(d) hereof are necessary to authorize the Merger to the filing and recordation of the Certificate of Merger. All corporate action on the part of the Company and its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement and or the Ancillary Agreements, and the performance of all obligations consummation of the Company, hereunder and thereunder, has been taken or, with respect to the matters set forth on Schedule 3.5 of the Disclosure Schedule, will be taken prior to Closing. The Board of Directors of the Company has unanimously made the Company Recommendationtransactions contemplated hereby. This Agreement has and each instrument required hereby have been duly and validly executed and delivered by the Company I.E. Mxxxxx and each Ancillary Agreement to which the Company will become a party to on or prior to Closing, will be, when executed by the Company, duly and validly executed and delivered by the Company, and, in each case, (assuming due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, constitutes or will ) constitute a the valid and legally binding agreement obligations of the CompanyI.E. Mxxxxx, enforceable against it I.E. Mxxxxx in accordance with its their terms, except that (iA) as limited by applicable such enforceability may be subject to bankruptcy, insolvency, reorganization, moratoriummoratorium or other laws, and other Laws of general application decisions or equitable principles now or hereafter in effect relating to or affecting the enforcement of creditors’ rights or debtors’ obligations generally, (ii) as limited by Laws relating and to the availability of specific performance, injunctive relief, or other equitable remediesgeneral equity principles, and (iiiB) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the extent discretion of the indemnification provisions court before which any proceeding therefor may be limited as a matter of public policy under applicable federal or state securities Lawsbrought.

Authority, Authorization and Enforceability. The Company Each Superior Partner has the corporate requisite power and authority (corporate or otherwise) and capacity (in the case of an individual) to execute and deliver this Agreement, the Escrow Contribution Agreement and each instrument required hereby to be executed and delivered by it at the other agreements set forth on Schedule 3.5 of the Disclosure ScheduleClosing, (the Escrow Agreement to perform its obligations hereunder and such other agreements are referred to as the “Ancillary Agreements”) thereunder and to consummate the Merger and the other transactions contemplated hereby and thereby. The execution and delivery of by Superior GP of this Contribution Agreement and each instrument required hereby to be executed and delivered by it at the Closing and the performance of its obligations hereunder and thereunder have been duly and validly authorized by the board of directors of Superior GP, subject in and no other corporate proceedings of Superior GP are necessary to authorize the case of the consummation of the Merger to the filing and recordation of the Certificate of Merger. All corporate action on the part of the Company and its officers, directors and stockholders necessary for the authorization, execution and delivery of this Contribution Agreement or the consummation of the transactions contemplated hereby. This Contribution Agreement and the Ancillary Agreements, and the performance of all obligations of the Company, hereunder and thereunder, has been taken or, with respect to the matters set forth on Schedule 3.5 of the Disclosure Schedule, will be taken prior to Closing. The Board of Directors of the Company has unanimously made the Company Recommendation. This Agreement has each instrument required hereby have been duly and validly executed and delivered by the Company each Superior Partner and each Ancillary Agreement to which the Company will become a party to on or prior to Closing, will be, when executed by the Company, duly and validly executed and delivered by the Company, and, in each case, (assuming due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, constitutes or will ) constitute a the valid and legally binding agreement obligations of the Companyeach Superior Partner, enforceable against it each Superior Partner in accordance with its their terms, except that (iA) as limited by applicable such enforceability may be subject to bankruptcy, insolvency, reorganization, moratoriummoratorium or other laws, and other Laws of general application decisions or equitable principles now or hereafter in effect relating to or affecting the enforcement of creditors’ ' rights or debtors' obligations generally, (ii) as limited by Laws relating and to the availability of specific performance, injunctive relief, or other equitable remediesgeneral equity principles, and (iiiB) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the extent discretion of the indemnification provisions court before which any proceeding therefor may be limited as a matter of public policy under applicable federal or state securities Lawsbrought.

Authority, Authorization and Enforceability. The Company PTI has the all requisite corporate power and authority to execute and deliver this Agreement, the Escrow Combination Agreement and each instrument required hereby to be executed and delivered by it at the other agreements set forth on Schedule 3.5 of the Disclosure ScheduleClosing, (the Escrow Agreement to perform its obligations hereunder and such other agreements are referred to as the “Ancillary Agreements”) thereunder and to consummate the Merger and the other transactions contemplated hereby and thereby. The execution and delivery by PTI of this Combination Agreement and each instrument required hereby to be executed and delivered by it at the Closing and the performance of its obligations hereunder and thereunder have been duly and validly authorized by the board of directors and, subject in to the case affirmative vote of the consummation holders of at least two-thirds of the Merger to the filing and recordation outstanding PTI Common Shares in favor of the Certificate of Merger. All corporate action on PTI Arrangement and the part issuance of the Company Interim Order and its officersthe Final Order, directors no other corporate proceedings of PTI, other than the approvals of the shareholders of PTI contemplated by Section 12.1(j), Section 12.1(p) and stockholders Section 12.1(q) hereof, are necessary for to authorize the authorization, execution and delivery of this Combination Agreement or the consummation of the transactions contemplated hereby. This Combination Agreement and the Ancillary Agreements, and the performance of all obligations of the Company, hereunder and thereunder, has been taken or, with respect to the matters set forth on Schedule 3.5 of the Disclosure Schedule, will be taken prior to Closing. The Board of Directors of the Company has unanimously made the Company Recommendation. This Agreement has each instrument required hereby have been duly and validly executed and delivered by the Company PTI and each Ancillary Agreement to which the Company will become a party to on or prior to Closing, will be, when executed by the Company, duly and validly executed and delivered by the Company, and, in each case, (assuming due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, constitutes or will ) constitute a the valid and legally binding agreement obligations of the CompanyPTI, enforceable against it PTI in accordance with its their terms, except that (iA) as limited by applicable such enforceability may be subject to bankruptcy, insolvency, reorganization, moratoriummoratorium or other laws, and other Laws of general application decisions or equitable principles now or hereafter in effect relating to or affecting the enforcement of creditors’ ' rights or debtors' obligations generally, (ii) as limited by Laws relating and to the availability of specific performance, injunctive relief, or other equitable remediesgeneral equity principles, and (iiiB) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the extent discretion of the indemnification provisions court before which any proceeding therefor may be limited as a matter of public policy under applicable federal or state securities Lawsbrought.

Authority, Authorization and Enforceability. The Company Complete has the all requisite corporate power and authority to execute and deliver this Agreement, the Escrow Agreement and each instrument required hereby to be executed and delivered by it at the other agreements set forth on Schedule 3.5 of the Disclosure ScheduleClosing, (the Escrow Agreement to perform its obligations hereunder and such other agreements are referred to as the “Ancillary Agreements”) thereunder and to consummate the Merger and the other transactions contemplated hereby and thereby. The execution and delivery by Complete of this Agreement and each instrument required hereby to be executed and delivered by it at the Closing and the performance of its obligations hereunder and thereunder have been duly and validly authorized by the board of directors of Complete and the Independent Committee of Complete, subject in and no other corporate proceedings of Complete, other than the case approval of the consummation stockholders of Complete contemplated by Section 9.1(c) hereof, are necessary to authorize the Merger to the filing and recordation of the Certificate of Merger. All corporate action on the part of the Company and its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement and or the Ancillary Agreements, and the performance of all obligations consummation of the Company, hereunder and thereunder, has been taken or, with respect to the matters set forth on Schedule 3.5 of the Disclosure Schedule, will be taken prior to Closing. The Board of Directors of the Company has unanimously made the Company Recommendationtransactions contemplated hereby. This Agreement has and each instrument required hereby have been duly and validly executed and delivered by the Company Complete and each Ancillary Agreement to which the Company will become a party to on or prior to Closing, will be, when executed by the Company, duly and validly executed and delivered by the Company, and, in each case, (assuming due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, constitutes or will ) constitute a the valid and legally binding agreement obligations of the CompanyComplete, enforceable against it Complete in accordance with its their terms, except that (iA) as limited by applicable such enforceability may be subject to bankruptcy, insolvency, reorganization, moratoriummoratorium or other laws, and other Laws of general application decisions or equitable principles now or hereafter in effect relating to or affecting the enforcement of creditors’ rights or debtors’ obligations generally, (ii) as limited by Laws relating and to the availability of specific performance, injunctive relief, or other equitable remediesgeneral equity principles, and (iiiB) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the extent discretion of the indemnification provisions court before which any proceeding therefor may be limited as a matter of public policy under applicable federal or state securities Lawsbrought.

Authority, Authorization and Enforceability. The Such Combining Company has the all requisite corporate or limited liability company, as applicable, power and authority to execute and deliver this Agreement, the Escrow Agreement and the other agreements set forth on Schedule 3.5 of the Disclosure Scheduleeach instrument required hereby to be executed and delivered by it, (the Escrow Agreement to perform its obligations hereunder and such other agreements are referred to as the “Ancillary Agreements”) thereunder and to consummate the Merger and the other transactions contemplated hereby and thereby. The execution and delivery by such Combining Company of this Agreement and each instrument required hereby to be executed and delivered by it and the performance of its obligations hereunder and thereunder have been duly and validly authorized by the Board of such Combining Company, subject in upon the case recommendation (other than Allied) of the consummation Committee of such Combining Company, and no other corporate or limited liability company, as applicable, proceedings, other than the approval of the Merger stockholders or members, as applicable, of such Combining Company contemplated by Section 9.1(c)-(g) hereof, are necessary to authorize the filing and recordation of the Certificate of Merger. All corporate action on the part of the Company and its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement and or the Ancillary Agreements, and the performance of all obligations consummation of the Company, hereunder and thereunder, has been taken or, with respect to the matters set forth on Schedule 3.5 of the Disclosure Schedule, will be taken prior to Closing. The Board of Directors of the Company has unanimously made the Company Recommendationtransactions contemplated hereby. This Agreement has and each instrument required hereby have been duly and validly executed and delivered by the such Combining Company and each Ancillary Agreement to which the Company will become a party to on or prior to Closing, will be, when executed by the Company, duly and validly executed and delivered by the Company, and, in each case, (assuming due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, constitutes or will ) constitute a the valid and legally binding agreement obligations of the such Combining Company, enforceable against it such Combining Company in accordance with its their terms, except that (ia) as limited by applicable such enforceability may be subject to bankruptcy, insolvency, reorganization, moratoriummoratorium or other laws, and other Laws of general application decisions or equitable principles now or hereafter in effect relating to or affecting the enforcement of creditors’ rights or debtors’ obligations generally, and to general equity principles (ii) as limited by Laws relating to the availability of specific performance, injunctive relief, whether applied in a proceeding at law or other equitable remediesin equity), and (iiib) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the extent discretion of the indemnification provisions court before which any proceeding therefor may be limited as a matter of public policy under applicable federal or state securities Lawsbrought.