Common use of Authority; Enforceability; No Conflict; Required Filings and Consents Clause in Contracts

Authority; Enforceability; No Conflict; Required Filings and Consents. (a) Parent has all requisite power and authority to enter into this Agreement and each of the Ancillary Agreements to which it is a party and to consummate the Transaction, including the Membership Interest Sale, and perform its obligations hereunder and thereunder. The execution and delivery by Parent of this Agreement and each Ancillary Agreement to which it is a party and the consummation by Parent of the Transaction and the performance of its obligations hereunder and thereunder have been duly and validly authorized by all necessary action on the part of Parent and no vote of Parent’s securityholders are necessary to authorize the consummation of the Transaction. This Agreement has been, and each Ancillary Agreement will be at or prior to the Closing, duly executed and delivered by Parent and, assuming the due authorization, execution and delivery by the other parties, this Agreement constitutes, and each Ancillary Agreement when so executed and delivered will constitute, the valid and binding obligations of Parent, enforceable against Parent in accordance with their respective terms, subject, as to enforcement, to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereinafter in effect affecting creditors’ rights generally and (ii) general principles of equity.

Authority; Enforceability; No Conflict; Required Filings and Consents. (a) Parent Each of Xxxx and Purchaser has all requisite power and authority to enter into this Agreement and each of the Ancillary Agreements Agreement to which it is a party and to consummate the Transaction, including the Membership Interest Sale, Transaction and perform its obligations hereunder and thereunder, including the Membership Interest Sale. The execution and delivery by Parent each of Xxxx and Purchaser of this Agreement and each Ancillary Agreement to which it is a party and the consummation by Parent Xxxx and Purchaser of the Transaction and the performance of its obligations hereunder and thereunder have has been duly and validly authorized by all necessary action each of the boards of directors (or equivalent corporate body) of Xxxx and Purchaser, respectively and no other corporate proceedings on the part of Parent and no Xxxx or Purchaser, respectively, or vote of ParentBobcat’s securityholders securityholders, are necessary to authorize the consummation of the Transaction. This Agreement has been, and each Ancillary Agreement will be at or prior to the Closing, duly executed and delivered by Parent Xxxx and Purchaser, as applicable, and, assuming the due authorization, execution and delivery by the other parties, this Agreement constitutes, and each Ancillary Agreement when so executed and delivered will constitute, the valid and binding obligations of ParentXxxx and Purchaser, as applicable, enforceable against Parent Xxxx and Purchaser in accordance with their respective terms, subject, as to enforcement, to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws Laws now or hereinafter in effect affecting creditors’ rights generally and (ii) general principles of equity.