Common use of Authority, Authorization and Enforceability Clause in Contracts

Authority, Authorization and Enforceability. IMC has all requisite corporate power and authority to execute and deliver this Merger Agreement and to perform the provisions of this Merger Agreement. The execution and delivery of this Merger Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of IMC. This Merger Agreement has been duly executed and delivered by IMC and constitutes a valid and binding obligation of IMC enforceable in accordance with its terms. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any governmental entity is required by or with respect to IMC in connection with the transactions contemplated by this Merger Agreement, except for (i) the filing, waiting period and other applicable requirements of the HSR Act, (ii) the filing with the SEC of the Proxy Statement/Prospectus and any related documents that may be required by the SEC, (iii) the filing of the certificate of merger with the Secretary of State of the State of Delaware, and (iv) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices as would not prevent or materially delay the ability of IMC to consummate the transactions contemplated by this Merger Agreement.

Authority, Authorization and Enforceability. IMC Merger Sub has all requisite corporate partnership power and authority to execute and deliver this Merger Agreement and to perform the provisions of this Merger Agreement. The execution and delivery of this Merger Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part partners of IMCMerger Sub. This Merger Agreement has been duly executed and delivered by IMC Merger Sub and constitutes a valid and binding obligation of IMC Merger Sub enforceable in accordance with its terms. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any governmental entity is required by or with respect to IMC Merger Sub in connection with the transactions contemplated by this Merger Agreement, except for (i) the filing, waiting period and other applicable requirements of the HSR Act, (ii) the filing with the SEC of the Proxy Statement/Prospectus and any related documents that may be required by the SEC, (iii) the filing of the certificate of merger with the Secretary of State of the State of Delaware, and (iv) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices as would not prevent or materially delay the ability of IMC Merger Sub to consummate the transactions contemplated by this Merger Agreement.