Common use of Authority; Enforceability; No Conflict Clause in Contracts

Authority; Enforceability; No Conflict. The Purchaser has all requisite power and authority (corporate or otherwise) to enter into this Agreement and to carry out its obligations hereunder. The execution, delivery and performance of this Agreement by the Purchaser have been duly and validly authorized by all requisite partnership proceedings on the part of the Purchaser. This Agreement is a valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, rehabilitation, liquidation, conservatorship, receivership or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) 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 therefor may be brought. The execution and delivery of this Agreement by the Purchaser do not, and consummation by the Purchaser of the transactions contemplated hereby will not, result in or constitute (i) a default, breach or violation of or under the organizational documents of the Purchaser, or (ii) a default, breach or violation of or under any mortgage, deed of trust, indenture, note, bond, license, lease agreement or other instrument or obligation to which the Purchaser is a party or by which any of its properties or assets are bound, except for any defaults, breaches or violations which would not, individually or in the aggregate, have a material adverse effect on the Purchaser or prevent or materially delay the consummation by the Purchaser of the transactions contemplated hereby, or (iii) a violation of any statute, rule, regulation, order, judgment or decree of any court, public body or authority, except for any violations which would not, individually or in the aggregate, have a material adverse effect on the Purchaser or prevent or materially delay the consummation by the Purchaser of the transactions contemplated hereby.

Authority; Enforceability; No Conflict. The Purchaser Company has all requisite corporate power and authority (corporate or otherwise) to enter into this Agreement Agreement, to issue and sell the Notes, to issue the Warrants, and to carry out its obligations hereunder. The execution, delivery and performance of this Agreement by the Purchaser Company, the issuance and sale of the Notes and the issuance of the Warrants by the Company have been duly and validly authorized by all requisite partnership corporate proceedings on the part of the PurchaserCompany. This Agreement when executed and delivered by the Company is a valid and binding obligation of the PurchaserCompany, enforceable against it the Company in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, rehabilitation, liquidation, conservatorship, receivership or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) 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 therefor may be brought. The Except as set forth on Schedule 2.02, the execution and delivery of this Agreement by the Purchaser do Company does not, and the consummation by the Purchaser Company of the transactions contemplated hereby and thereby will not, not result in or constitute constitute: (ia) a default, breach or violation of or under the organizational documents Articles of Incorporation or the PurchaserBy-laws, or (iib) a default, breach or violation of or under any mortgage, deed of trust, indenture, note, bond, license, lease agreement or other instrument or obligation to which the Purchaser Company or any Subsidiary is a party or by which any of its their respective properties or assets are bound, except for any defaults, breaches or violations which would not, individually or in the aggregate, have a material adverse effect on the Purchaser or prevent or materially delay the consummation by the Purchaser of the transactions contemplated hereby, or (iiic) a violation of any statute, rule, regulation, order, judgment or decree of any court, public body or authorityauthority by which the Company, except for any violations Subsidiary or any of their respective properties or assets are bound, (d) an event which (with notice or lapse of time or both) would permit any Person to terminate, accelerate the performance required by, or accelerate the maturity of any indebtedness or obligation of the Company or any Subsidiary under any agreement or commitment to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound or by which any of their respective properties or assets are bound, (e) the creation or imposition of any lien, charge or encumbrance on any property of the Company or any Subsidiary under any agreement or commitment to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound or by which any of their respective properties or assets are bound, or (f) an event which would not, individually require any consent under any agreement to which the Company or in any Subsidiary is a party or by which the aggregate, have a material adverse effect on the Purchaser Company or prevent any Subsidiary is bound or materially delay the consummation by the Purchaser which any of the transactions contemplated herebytheir respective properties or assets are bound.

Authority; Enforceability; No Conflict. The Purchaser has all requisite corporate power and authority (corporate or otherwise) to enter into this Agreement and to carry out its obligations hereunder. The execution, delivery and performance of this Agreement by the Purchaser have been duly and validly authorized by all requisite partnership corporate proceedings on the part of the Purchaser. This Agreement is a valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, rehabilitation, liquidation, conservatorship, receivership or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) 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 therefor may be brought. The execution and delivery of this Agreement by the Purchaser do not, and consummation by the Purchaser of the transactions contemplated hereby will not, result in or constitute (i) a default, breach or violation of or under the organizational documents of the Purchaser, or (ii) a default, breach or violation of or under any mortgage, deed of trust, indenture, note, bond, license, lease agreement or other instrument or obligation to which the Purchaser is a party or by which any of its properties or assets are bound, except for any defaults, breaches or violations which would not, individually or in the aggregate, have a material adverse effect on the Purchaser or prevent or materially delay the consummation by the Purchaser of the transactions contemplated hereby, or (iii) a violation of any statute, rule, regulation, order, judgment or decree of any court, public body or authority, except for any violations which would not, individually or in the aggregate, have a material adverse effect on the Purchaser or prevent or materially delay the consummation by the Purchaser of the transactions contemplated hereby.

Authority; Enforceability; No Conflict. The Purchaser Company has all requisite corporate power and authority (corporate or otherwise) to enter into this Agreement, the Registration Rights Agreement, the Warrant and the Revised Agreements (such agreements other than this Agreement are collectively referred to hereafter as the "Related Agreements") to issue and sell the Shares and the Warrant, and to carry out its obligations hereunderhereunder and under the Related Agreements. The execution, delivery and performance of this Agreement and the Related Agreements by the Purchaser Company and the issuance and sale of the Shares and the Warrant by the Company have been duly and validly authorized by all requisite partnership corporate proceedings on the part of the PurchaserCompany. This Agreement is is, and the Related Agreements when executed and delivered by the Company will be, and when issued and sold the Warrant will be, a valid and binding obligation of the PurchaserCompany, enforceable against it in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, rehabilitation, liquidation, conservatorship, receivership or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) 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 therefor may be brought. The Subject to the receipt of the consents or approvals set forth in Section 3(b) of the disclosure schedule delivered by the Company to the Purchasers concurrently with the execution and delivery of this Agreement (the "Disclosure Schedule"), the execution and delivery of this Agreement and each Related Agreement by the Purchaser Company do not, and the consummation by the Purchaser Company of the transactions contemplated hereby and thereby will not, the issuance and sale of the Shares and the Warrant will not, and the performance by the Company of its obligations under the terms of the Shares and the Warrant will not, result in or constitute constitute: (i) a default, breach or violation of or under the organizational documents Certificate of Incorporation or the By-laws of the PurchaserCompany, or (ii) a default, breach or violation of or under any mortgage, deed of trust, indenture, note, bond, license, lease agreement or other instrument or obligation to which the Purchaser Company is a party or by which any of its their properties or assets are bound, except for any defaults, breaches or violations which would notnot have, individually or in the aggregate, have a material adverse effect on the Purchaser or prevent or materially delay the consummation by the Purchaser of the transactions contemplated herebyCompany Material Adverse Effect, or (iii) a violation of any statute, rule, regulation, order, judgment or decree of any court, public body or authorityauthority by which the Company or any of its properties or assets are bound, except for any violations which would notnot have, individually or in the aggregate, have a material adverse effect on Company Material Adverse Effect, or (iv) an event which (with notice or lapse of time or both) would permit any person to terminate, accelerate the Purchaser performance required by, or prevent accelerate the maturity of, any indebtedness or materially delay the consummation by the Purchaser obligation of the transactions contemplated herebyCompany under any agreement or commitment to which the Company is a party or by which the Company is bound or by which any of its properties or assets are bound, except for any accelerations or terminations which would not have, individually or in the aggregate, a Company Material Adverse Effect, or (v) the creation or imposition of any lien, charge or encumbrance on any property of the Company under any agreement or commitment to which the Company is a party or by which the Company is bound or by which any of its respective properties or assets are bound, except for any liens, charges or encumbrances which would not have, individually or in the aggregate, a Company Material Adverse Effect, or (vi) an event which would require any consent under any agreement to which the Company is a party or by which the Company is bound or by which any of its respective properties or assets are bound, except for any consents which, if not received, would not have, individually or in the aggregate, a Company Material Adverse Effect.

Authority; Enforceability; No Conflict. The Purchaser Each of the Purchasers has all requisite power and authority (corporate or otherwise) to enter into this Agreement and to carry out its obligations hereunder. The execution, delivery and performance of this Agreement by each of the Purchaser have Purchasers has been duly and validly authorized by all requisite partnership proceedings on the part of the such Purchaser. This Agreement when executed and delivered by each of the Purchasers is a valid and binding obligation of the such Purchaser, enforceable against it in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, rehabilitation, liquidation, conservatorship, receivership or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) 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 therefor may be brought. The execution and delivery of this Agreement by each of the Purchaser do Purchasers does not, and consummation by the such Purchaser of the transactions contemplated hereby will not, result in or constitute (ia) a default, breach or violation of or under the organizational documents of the such Purchaser, or (iib) a default, breach or violation of or under any mortgage, deed of trust, indenture, note, bond, license, lease agreement or other instrument or obligation to which the such Purchaser is a party or by which any of its properties or assets are bound, except for any defaults, breaches or violations which would not, individually or in the aggregate, have a material adverse effect Material Adverse Effect on the such Purchaser or prevent or materially delay the consummation by the such Purchaser of the transactions contemplated hereby, or (iiic) a violation of any statute, rule, regulation, order, judgment or decree of any court, public body or authority, except for any violations which would not, individually or in the aggregate, have a material adverse effect Material Adverse Effect on the such Purchaser or prevent or materially delay the consummation by the such Purchaser of the transactions contemplated hereby.

Authority; Enforceability; No Conflict. The Purchaser Company has all requisite power and authority (corporate or otherwise) to enter into this Agreement and to issue the Note and Shares and to carry out its obligations hereunderhereunder and thereunder. The execution, delivery and performance of this Agreement and the issuance of the Note and the Shares by the Purchaser Company have been duly and validly authorized by all requisite partnership proceedings on the part of the PurchaserCompany. This Agreement is a and the Note when executed and delivered by the Company are valid and binding obligation obligations of the PurchaserCompany, enforceable against it the Company in accordance with its their terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, rehabilitation, liquidation, conservatorship, receivership or other similar laws now or hereafter in effect relating to creditors' ’ rights generally and (ii) 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 therefor may be brought. The execution and delivery of this Agreement and the Note by the Purchaser Company do not, and the consummation by the Purchaser Company of the transactions contemplated hereby and thereby will not, result in or constitute constitute: (i) a default, breach or violation of or under the organizational documents of the Purchaser, or (ii) a material default, breach or violation of or under any material mortgage, deed of trust, indenture, note, bond, license, lease agreement or other material instrument or obligation to which the Purchaser Company is a party or by which any of its respective properties or assets are bound, except for any defaults, breaches or violations which would not, individually or in the aggregate, have (ii) a material adverse effect on the Purchaser or prevent or materially delay the consummation by the Purchaser of the transactions contemplated hereby, or (iii) a violation of any material statute, rule, regulation, order, judgment or decree of any court, public body or authorityauthority by which the Company or any of its respective properties or assets are bound, except for (iii) an event which (with notice or lapse of time or both) would permit any violations Person (as defined below) to terminate, accelerate the performance required by, or accelerate the maturity of any material indebtedness or obligation of the Company under any agreement or commitment to which the Company is a party or by which the Company is bound or by which any of its properties or assets are bound, (iv) the creation or imposition of any material lien, charge or encumbrance on any property of the Company under any material agreement or commitment to which the Company is a party or by which the Company is bound or by which any of its properties or assets are bound, or (v) an event which would not, individually require any material consent under any agreement to which the Company is a party or in by which the aggregate, have a material adverse effect on the Purchaser Company is bound or prevent by which any of its properties or materially delay the consummation by the Purchaser of the transactions contemplated herebyassets are bound.

Authority; Enforceability; No Conflict. The Purchaser Each of the Mitsucon Companies has all requisite corporate power and authority (corporate or otherwise) to enter into this Agreement and each Related Agreement to which it is a party, and to carry out its obligations hereunderhereunder and under each Related Agreement to which it is a party. The execution, delivery and performance of this Agreement and each Related Agreement to which it is a party by each of the Purchaser Mitsucon Companies have been duly and validly authorized by all requisite partnership corporate proceedings on the part of each of the PurchaserMitsucon Companies. This Agreement and each Related Agreement to which it is a party when executed and delivered by each of the Mitsucon Companies is a valid and binding obligation of each of the PurchaserMitsucon Companies, enforceable against it each of the Mitsucon Companies in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, rehabilitation, liquidation, conservatorship, receivership or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) 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 therefor may be brought. The execution and delivery of this Agreement and each Related Agreement to which it is a party by the Purchaser do Mitsucon Companies does not, and the consummation by the Purchaser Mitsucon Companies of the transactions contemplated hereby and thereby will not, not result in or constitute constitute: (ia) a default, breach or violation of or under the organizational documents Certificate of Incorporation or the Bylaws of any of the PurchaserMitsucon Companies, or (iib) a default, breach or violation of or under any mortgage, deed of trust, indenture, note, bond, license, lease agreement or other instrument or obligation to which any of the Purchaser Mitsucon Companies is a party or by which any of its their respective properties or assets are bound, except for any defaults, breaches or violations which would not, individually or in the aggregate, have a material adverse effect on the Purchaser or prevent or materially delay the consummation by the Purchaser of the transactions contemplated hereby, or (iiic) a violation of any statute, rule, regulation, order, judgment or decree of any court, public body or authorityauthority by which any of the Mitsucon Companies, except for or any violations of their respective properties or assets is bound, (d) an event which (with notice or lapse of time or both) would permit any Person to terminate, accelerate the performance required by, or accelerate the maturity of any indebtedness or obligation of any of the Mitsucon Companies under any agreement or commitment to which any of the Mitsucon Companies is a party or by which any of the Mitsucon Companies is bound or by which any of their respective properties or assets are bound, (e) the creation or imposition of any lien, charge or encumbrance on any property of any of the Mitsucon Companies under any agreement or commitment to which any of the Mitsucon Companies is a party or by which any of the Mitsucon Companies is bound or by which any of their respective properties or assets are bound, or (f) an event which would not, individually or in the aggregate, have a material adverse effect on the Purchaser or prevent or materially delay the consummation by the Purchaser require any consent under any agreement to which any of the transactions contemplated herebyMitsucon Companies is a party or by which any of the Mitsucon Companies is bound or by which any of their respective properties or assets are bound.

Authority; Enforceability; No Conflict. The Purchaser Each of the Purchasers has all requisite corporate or partnership power and authority (corporate or otherwise) to enter into this Agreement and each Related Agreement to which it is a party and to carry out its obligations hereunderhereunder and thereunder. The execution, delivery and performance of this Agreement and each Related Agreement to which it is a party by each of the Purchaser Purchasers have been duly and validly authorized by all requisite corporate or partnership proceedings on the part of each of the PurchaserPurchasers. This Agreement and each Related Agreement to which it is a party when executed and delivered by each of the Purchasers is a valid and binding obligation of the such Purchaser, enforceable against it in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, rehabilitation, liquidation, conservatorship, receivership or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) 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 therefor may be brought. The execution and delivery of this Agreement and each Related Agreement to which it is a party by each of the Purchaser do Purchasers does not, and consummation by the such Purchaser of the transactions contemplated hereby will not, result in or constitute (ia) a default, breach or violation of or under the organizational documents of the such Purchaser, or (iib) a default, breach or violation of or under any mortgage, deed of trust, indenture, note, bond, license, lease agreement or other instrument or obligation to which the such Purchaser is a party or by which any of its properties or assets are bound, except for any defaults, breaches or violations which would not, individually or in the aggregate, have a material adverse effect on the such Purchaser or prevent or materially delay the consummation by the such Purchaser of the transactions contemplated hereby, or (iiic) a violation of any statute, rule, regulation, order, judgment or decree of any court, public body or authorityLaw, except for any violations which would not, individually or in the aggregate, have a material adverse effect on the such Purchaser or prevent or materially delay the consummation by the such Purchaser of the transactions contemplated hereby.

Authority; Enforceability; No Conflict. The Purchaser Company has all requisite corporate power and authority (corporate or otherwise) to enter into this Agreement and to issue the Notes and Warrants and to carry out its obligations hereunderhereunder and thereunder. The execution, delivery and performance of this Agreement and the issuance of the Notes and Warrants by the Purchaser Company have been, or will have been prior to the Closing, duly and validly authorized by all requisite partnership corporate proceedings on the part of the PurchaserCompany. This Agreement is a and the Notes and Warrants, when executed and delivered by the Company, will be valid and binding obligation obligations of the PurchaserCompany, enforceable against it the Company in accordance with its their terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, rehabilitation, liquidation, conservatorship, receivership or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) 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 therefor may be brought. The execution and delivery of this Agreement by the Purchaser do Company does not, and the consummation by the Purchaser Company of the transactions contemplated hereby and thereby will not, result in or constitute constitute: (i) a default, breach or violation of or under the organizational documents Certificate of Incorporation or the By-laws of the PurchaserCompany, or (ii) a default, breach or violation of or under any material mortgage, deed of trust, indenture, note, bond, license, lease lease, agreement or other material instrument or obligation to which the Purchaser Company or its subsidiaries is a party or by which any of its their respective properties or assets are bound, except for any defaults, breaches or violations which would not, individually or in the aggregate, have a material adverse effect on the Purchaser or prevent or materially delay the consummation by the Purchaser of the transactions contemplated hereby, or (iii) a violation of any material statute, rule, regulation, order, judgment or decree of any court, public body or authorityauthority by which the Company or its subsidiaries or any of their respective properties or assets are bound, except for (iv) an event which (with notice or lapse of time or both) would permit any violations Person (as defined below) to terminate, accelerate the performance required by, or accelerate the maturity of any material indebtedness or obligation of the Company under any agreement or commitment to which the Company is a party or by which the Company is bound or by which any of its properties or assets are bound, (v) the creation or imposition of any material lien, charge or encumbrance on any property of the Company under any agreement or commitment to which the Company is a party or by which the Company is bound or by which any of its properties or assets are bound, or (vi) an event which would not, individually require any material consent under any agreement to which the Company is a party or in by which the aggregate, have a material adverse effect on the Purchaser Company is bound or prevent by which any of its properties or materially delay the consummation by the Purchaser of the transactions contemplated herebyassets are bound.

Authority; Enforceability; No Conflict. The Purchaser Company has all requisite corporate power and authority (corporate or otherwise) to enter into this Agreement and each Related Agreement to which it is a party, to issue the Shares, to accept the Contributed Assets and to carry out its obligations hereunderhereunder and under each Related Agreement to which it is a party. The execution, delivery and performance of this Agreement and each Related Agreement to which it is a party by the Purchaser Company, the issuance of the Shares by the Company and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite partnership corporate proceedings on the part of the PurchaserCompany. This Agreement is, and each Related Agreement to which it is a party when executed and delivered by the Company will be, a valid and binding obligation of the PurchaserCompany, enforceable against it the Company in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, rehabilitation, liquidation, conservatorship, receivership or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) 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 therefor may be brought. The Except as set forth on Schedule 2.02, the execution and delivery of this Agreement and each Related Agreement to which it is a party by the Purchaser do Company does not, and the consummation by the Purchaser Company of the transactions contemplated hereby and thereby will not, not result in or constitute constitute: (ia) a default, breach or violation of or under the organizational documents Articles of Incorporation or the PurchaserBylaws, or (iib) a default, breach or violation of or under any mortgage, deed of trust, indenture, note, bond, license, lease agreement or other instrument or obligation to which the Purchaser Company or any Subsidiary is a party or by which any of its their respective properties or assets are bound, except for any defaults, breaches or violations which would not, individually or in the aggregate, have a material adverse effect on the Purchaser or prevent or materially delay the consummation by the Purchaser of the transactions contemplated hereby, or (iiic) a violation of any statute, rule, regulation, order, judgment or decree of any court, public body or authorityauthority by which the Company, except for any violations Subsidiary or any of their respective properties or assets are bound, (d) an event which (with notice or lapse of time or both) would permit any Person to terminate, accelerate the performance required by, or accelerate the maturity of any indebtedness or obligation of the Company or any Subsidiary under any agreement or commitment to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound or by which any of their respective properties or assets are bound, (e) the creation or imposition of any lien, charge or encumbrance on any property of the Company or any Subsidiary under any agreement or commitment to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound or by which any of their respective properties or assets are bound, or (f) an event which would not, individually require any consent under any agreement to which the Company or in any Subsidiary is a party or by which the aggregate, have a material adverse effect on the Purchaser Company or prevent any Subsidiary is bound or materially delay the consummation by the Purchaser which any of the transactions contemplated herebytheir respective properties or assets are bound.

Authority; Enforceability; No Conflict. The Purchaser Each of the Purchasers (excluding those Purchasers that are individuals) has all requisite corporate, partnership, limited liability company or trust power and authority (corporate or otherwise) to enter into this Agreement and each Related Agreement to which it is a party and to carry out its obligations hereunderhereunder and thereunder. The execution, delivery and performance of this Agreement and each Related Agreement to which it is a party by each of the Purchaser Purchasers have been duly and validly authorized by all requisite partnership corporate, partnership, limited liability company or trust proceedings on the part of each of the PurchaserPurchasers (excluding those Purchasers that are individuals). This Agreement and each Related Agreement to which it is a party when executed and delivered by each of the Purchasers is a valid and binding obligation of the such Purchaser, enforceable against it in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, rehabilitation, liquidation, conservatorship, receivership or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) 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 therefor may be brought. The execution and delivery of this Agreement and each Related Agreement to which it is a party by each of the Purchaser do Purchasers does not, and consummation by the such Purchaser of the transactions contemplated hereby will not, result in or constitute (ia) a default, breach or violation of or under the organizational documents of the Purchasersuch Purchaser if such Purchaser is a corporation or partnership, or (iib) a default, breach or violation of or under any mortgage, deed of trust, indenture, note, bond, license, lease agreement or other instrument or obligation to which the such Purchaser is a party or by which any of its properties or assets are bound, except for any defaults, breaches or violations which would not, individually or in the aggregate, have a material adverse effect on the such Purchaser or prevent or materially delay the consummation by the such Purchaser of the transactions contemplated hereby, or (iiic) a violation of any statute, rule, regulation, order, judgment or decree of any court, public body or authority, except for any violations which would not, individually or in the aggregate, have a material adverse effect on the such Purchaser or prevent or materially delay the consummation by the such Purchaser of the transactions contemplated hereby.

Authority; Enforceability; No Conflict. The Purchaser Company has all requisite corporate power and authority (corporate or otherwise) to enter into this Agreement and each Related Agreement to which it is a party, to issue the Shares, to accept the Contributed Assets and to carry out its obligations hereunderhereunder and under each Related Agreement to which it is a party. The execution, delivery and performance of this Agreement and each Related Agreement to which it is a party by the Purchaser Company, the issuance of the Shares by the Company and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite partnership corporate proceedings on the part of the PurchaserCompany. This Agreement is, and each Related Agreement to which it is a party when executed and delivered by the Company will be, a valid and binding obligation of the PurchaserCompany, enforceable against it the Company in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, rehabilitation, liquidation, conservatorship, receivership or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) 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 therefor may be brought. The Except as set forth on SCHEDULE 2.02, the execution and delivery of this Agreement and each Related Agreement to which it is a party by the Purchaser do Company does not, and the consummation by the Purchaser Company of the transactions contemplated hereby and thereby will not, not result in or constitute constitute: (ia) a default, breach or violation of or under the organizational documents Articles of Incorporation or the PurchaserBylaws, or (iib) a default, breach or violation of or under any mortgage, deed of trust, indenture, note, bond, license, lease agreement or other instrument or obligation to which the Purchaser Company or any Subsidiary is a party or by which any of its their respective properties or assets are bound, except for any defaults, breaches or violations which would not, individually or in the aggregate, have a material adverse effect on the Purchaser or prevent or materially delay the consummation by the Purchaser of the transactions contemplated hereby, or (iiic) a violation of any statute, rule, regulation, order, judgment or decree of any court, public body or authorityauthority by which the Company, except for any violations Subsidiary or any of their respective properties or assets are bound, (d) an event which (with notice or lapse of time or both) would permit any Person to terminate, accelerate the performance required by, or accelerate the maturity of any indebtedness or obligation of the Company or any Subsidiary under any agreement or commitment to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound or by which any of their respective properties or assets are bound, (e) the creation or imposition of any lien, charge or encumbrance on any property of the Company or any Subsidiary under any agreement or commitment to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound or by which any of their respective properties or assets are bound, or (f) an event which would not, individually require any consent under any agreement to which the Company or in any Subsidiary is a party or by which the aggregate, have a material adverse effect on the Purchaser Company or prevent any Subsidiary is bound or materially delay the consummation by the Purchaser which any of the transactions contemplated herebytheir respective properties or assets are bound.

Authority; Enforceability; No Conflict. The Purchaser has all requisite power and authority (corporate or otherwise) to enter into this Agreement and each Related Agreement and to carry out its obligations hereunderhereunder and thereunder. The execution, delivery and performance of each of this Agreement and each Related Agreement by the Purchaser have been duly and validly authorized by all requisite partnership proceedings on the part of the Purchaser. This Each of this Agreement and each Related Agreement when executed and delivered by the Purchaser is a valid and binding obligation of the Purchaser, enforceable against it the Purchaser in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, rehabilitation, liquidation, conservatorship, receivership or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) 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 therefor may be brought. The execution and delivery of each of this Agreement and each Related Agreement by the Purchaser do does not, and consummation by the Purchaser of the transactions contemplated hereby will not, result in or constitute (ia) a default, breach or violation of or under the organizational documents of the Purchaser, or (iib) a default, breach or violation of or under any mortgage, deed of trust, indenture, note, bond, license, lease agreement or other instrument or obligation to which the Purchaser is a party or by which any of its properties or assets are bound, except for any defaults, breaches or violations which would not, individually or in the aggregate, have a material adverse effect on the Purchaser or prevent or materially delay the consummation by the Purchaser of the transactions contemplated hereby, or (iiic) a violation of any statute, rule, regulation, order, judgment or decree of any court, public body or authority, except for any violations which would not, individually or in the aggregate, have a material adverse effect on the Purchaser or prevent or materially delay the consummation by the Purchaser of the transactions contemplated hereby.

Authority; Enforceability; No Conflict. The Purchaser has all requisite power and authority (corporate or otherwise) to enter into this Agreement and to carry out its obligations hereunder. The execution, delivery and performance of this Agreement by the Purchaser have has been duly and validly authorized by all requisite partnership proceedings on the part of the Purchaser. This Agreement when executed and delivered by the Purchase is a valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, rehabilitation, liquidation, conservatorship, receivership or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) 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 therefor therefore may be brought. The execution and delivery of this Agreement by the Purchaser do does not, and consummation by the Purchaser of the transactions contemplated hereby will not, result in or constitute (ia) a default, breach or violation of or under the organizational documents of the Purchaser, or (iib) a default, breach or violation of or under any mortgage, deed of trust, indenture, note, bond, license, lease agreement or other instrument or obligation to which the Purchaser is a party or by which any of its properties or assets are bound, except for any defaults, breaches or violations which would not, individually or in the aggregate, have a material adverse effect Material Adverse Effect on the Purchaser Purchase or prevent or materially delay the consummation by the Purchaser of the transactions contemplated hereby, or (iiic) a violation of any statute, rule, regulation, order, judgment or decree of any court, public body or authority, except for any violations which would not, individually or in the aggregate, have a material adverse effect Material Adverse Effect on the Purchaser or prevent or materially delay the consummation by the Purchaser of the transactions contemplated hereby.

Authority; Enforceability; No Conflict. The Purchaser has all requisite power and authority (corporate or otherwise) to enter into this Agreement and to carry out its obligations hereunder. The execution, delivery and performance of this Agreement by the Purchaser have has been duly and validly authorized by all requisite partnership proceedings on the part of the Purchaser. This Agreement when executed and delivered by the Purchaser is a valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, rehabilitation, liquidation, conservatorship, receivership or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) 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 therefor may be brought. The execution and delivery of this Agreement by the Purchaser do does not, and consummation by the Purchaser of the transactions contemplated hereby will not, result in or constitute (ia) a default, breach or violation of or under the organizational documents of the Purchaser, or (iib) a default, breach or violation of or under any mortgage, deed of trust, indenture, note, bond, license, lease agreement or other instrument or obligation to which the Purchaser is a party or by which any of its properties or assets are bound, except for any defaults, breaches or violations which would not, individually or in the aggregate, have a material adverse effect Material Adverse Effect on the Purchaser or prevent or materially delay the consummation by the Purchaser of the transactions contemplated hereby, or (iiic) a violation of any statute, rule, regulation, order, judgment or decree of any court, public body or authority, except for any violations which would not, individually or in the aggregate, have a material adverse effect Material Adverse Effect on the Purchaser or prevent or materially delay the consummation by the Purchaser of the transactions contemplated hereby.

Authority; Enforceability; No Conflict. The Purchaser Each Seller has all requisite power and authority (corporate or otherwise) to enter into this Agreement and to carry out its obligations hereunder. The execution, delivery and performance of this Agreement by each of the Purchaser Sellers have been duly and validly authorized by all requisite partnership proceedings on the part of each of the PurchaserSellers. This Agreement when executed and delivered by each of the Sellers is a valid and binding obligation of the Purchasersuch Seller, enforceable against it in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, rehabilitation, liquidation, conservatorship, receivership or other similar laws now nor or hereafter in effect relating to creditors' ’ rights generally and (ii) 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 therefor may be brought. The execution and delivery of this Agreement by each of the Purchaser do Sellers does not, and consummation by the Purchaser such Seller of the transactions contemplated hereby will not, result in or constitute (i) a default, breach or violation of or under the organizational documents of the Purchasersuch Seller, or (ii) a default, breach or violation of or under any mortgage, deed of trust, indenture, note, bond, license, lease agreement or other instrument or obligation to which the Purchaser such Seller is a party or by which any of its properties or assets are bound, except for any defaults, breaches or violations which would not, individually or in the aggregate, have a material adverse effect on the Purchaser such Seller or prevent or materially delay the consummation by the Purchaser such Seller of the transactions contemplated hereby, or (iii) a violation of any statute, rule, regulation, order, judgment or decree of any court, public body or authority, except for any violations which would not, individually or in the aggregate, have a material adverse effect on the Purchaser such Seller or prevent or materially delay the consummation by the Purchaser such Seller of the transactions contemplated hereby.

Authority; Enforceability; No Conflict. The Purchaser Company has all requisite corporate power and authority (corporate or otherwise) to enter into this Agreement and each Related Agreement to which it is a party, to issue and sell the Shares, and to carry out its obligations hereunderhereunder and under each Related Agreement to which it is a party. The execution, delivery and performance of this Agreement and each Related Agreement to which it is a party by the Purchaser Company and the issuance and sale of.the Shares by the Company, and the contingent sale of the Company pursuant to the execution and delivery of the Option (as defined), have been duly and validly authorized by all requisite partnership corporate and Shareholder proceedings on the part of the PurchaserCompany. This Agreement and each Related Agreement to which it is a party when executed and delivered by the Company is a valid and binding obligation of the PurchaserCompany, enforceable against it the Company in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, rehabilitation, liquidation, conservatorship, receivership or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) 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 therefor may be brought. The Except as set forth on SCHEDULE 2.2, the execution and delivery of this Agreement and each Related Agreement to which it is a party by the Purchaser do Company does not, and the consummation by the Purchaser Company of the transactions contemplated hereby and thereby will not, not result in or constitute constitute: (ia) a default, breach or violation of or under the organizational documents Articles of Incorporation or the PurchaserBy-Laws, or (iib) a default, breach or violation of or under any mortgage, deed of trust, indenture, note, bond, license, lease agreement or other instrument or obligation to which the Purchaser Company or any Subsidiary is a party or by which any of its their respective properties or assets are bound, except for any defaults, breaches or violations which would not, individually or in the aggregate, have a material adverse effect on the Purchaser or prevent or materially delay the consummation by the Purchaser of the transactions contemplated hereby, or (iiic) a violation of any statute, rule, regulation, order, judgment or decree of any court, public body or authorityauthority by which the Company, except for any violations Subsidiary or any of their respective properties or assets are bound, (d) an event which (with notice or lapse of time or both) would permit any Person to terminate, accelerate the performance required by, or accelerate the maturity of any indebtedness or obligation of the Company or any Subsidiary under any agreement or commitment to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound or by which any of their respective properties or assets are bound, (e) the creation or imposition of any lien, charge or encumbrance on any property of the Company or any Subsidiary under any agreement or commitment to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound or by which any of their respective properties or assets are bound, or (f) an event which would not, individually require any consent under any agreement to which the Company or in any Subsidiary is a party or by which the aggregate, have a material adverse effect on the Purchaser Company or prevent any Subsidiary is bound or materially delay the consummation by the Purchaser which any of the transactions contemplated herebytheir respective properties or assets are bound.

Authority; Enforceability; No Conflict. The Purchaser Borrower has all requisite corporate power and authority (corporate or otherwise) to enter into this Agreement and to issue the Note and to carry out its obligations hereunderhereunder and thereunder. The execution, delivery and performance of this Agreement and the issuance of the Note by the Purchaser Borrower have been duly and validly authorized by all requisite partnership corporate proceedings on the part of the PurchaserBorrower. This Agreement is a and the Note when executed and delivered by the Borrower are valid and binding obligation obligations of the PurchaserBorrower, enforceable against it the Borrower in accordance with its their terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, rehabilitation, liquidation, conservatorship, receivership or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) 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 therefor may be broughtgenerally. The execution and delivery of this Agreement and the Note by the Purchaser Borrower do not, and the consummation by the Purchaser Borrower of the transactions contemplated hereby and thereby will not, result in or constitute constitute: (i) a default, breach or violation of or under the organizational documents Articles of Incorporation or the By-laws of the PurchaserBorrower, or (ii) a default, breach or violation of or under any material mortgage, deed of trust, indenture, note, bond, license, lease agreement or other material instrument or obligation to which the Purchaser Borrower is a party or by which any of its respective properties or assets are bound, (iii) a violation of any material statute, rule, regulation, order, judgement or decree of any court, public body or authority by which the Borrower or any of its respective properties or assets are bound, (iv) an event which (with notice or lapse of time or both) would permit any Person (as defined below) to terminate, accelerate the performance required by, or accelerate the maturity of any material indebtedness or obligation of the Borrower under any agreement or commitment to which the Borrower is a party or by which the Borrower is bound or by which any of its properties or assets are bound, (v) the creation or imposition of any material lien, charge or encumbrance on any property of the Borrower under any agreement or commitment to which the Borrower is a party or by which the Borrower is bound or by which any of its properties or assets are bound, except for any defaults, breaches or violations which would not, individually or in the aggregate, have a material adverse effect on the Purchaser or prevent or materially delay the consummation by the Purchaser grant of the transactions contemplated herebysecurity interest in certain assets of Borrower granted to Lender, or (iiivi) a violation of any statute, rule, regulation, order, judgment or decree of any court, public body or authority, except for any violations an event which would not, individually require any consent under any agreement to which the Borrower is a party or in by which the aggregate, have a material adverse effect on the Purchaser Borrower is bound or prevent by which any of its properties or materially delay the consummation by the Purchaser of the transactions contemplated herebyassets are bound.

Authority; Enforceability; No Conflict. The Purchaser has all requisite corporate power and authority (corporate or otherwise) to enter into this Agreement and each Related Agreement to which it is a party and to carry out its obligations hereunderhereunder and thereunder. The execution, delivery and performance of this Agreement and each Related Agreement to which it is a party by the Purchaser have been duly and validly authorized by all requisite corporate or partnership proceedings on the part of the Purchaser. This Agreement and each Related Agreement to which it is a party when executed and delivered by the Purchaser is a valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, rehabilitation, liquidation, conservatorship, receivership or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) 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 therefor therefore may be brought. The execution and delivery of this Agreement and each Related Agreement to which it is a party by the Purchaser do does not, and consummation by the Purchaser of the transactions contemplated hereby will not, result in or constitute (ia) a default, breach or violation of or under the organizational documents of the Purchaser, or (iib) a default, breach or violation of or under any mortgage, deed of trust, indenture, note, bond, license, lease agreement or other instrument or obligation to which the Purchaser is a party or by which any of its properties or assets are bound, except for any defaults, breaches or violations which would not, individually or in the aggregate, have a material adverse effect on the Purchaser or prevent or materially delay the consummation by the Purchaser of the transactions contemplated hereby, or (iiic) a violation of any statute, rule, regulation, order, judgment or decree of any court, public body or authority, except for any violations which would not, individually or in the aggregate, have a material adverse effect on the Purchaser or prevent or materially delay the consummation by the Purchaser of the transactions contemplated hereby.

Authority; Enforceability; No Conflict. The Purchaser has all requisite power and authority (corporate or otherwise) to enter into this Agreement and to carry out its obligations hereunder. The execution, delivery and performance of this Agreement by the Purchaser have been duly and validly authorized by all requisite partnership proceedings on the part of the Purchaser. This Agreement is a valid and binding obligation obliga tion of the Purchaser, enforceable against it in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, rehabilitationrehabili tation, liquidation, conservatorship, receivership or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) 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 therefor may be brought. The execution and delivery of this Agreement by the Purchaser do not, and consummation consumma tion by the Purchaser of the transactions contemplated hereby will not, result in or constitute (i) a default, breach or violation of or under the organizational documents of the Purchaser, or (ii) a default, breach or violation of or under any mortgage, deed of trust, indenture, note, bond, license, lease agreement or other instrument or obligation to which the Purchaser is a party or by which any of its properties or assets are bound, except for any defaults, breaches or violations which would not, individually or in the aggregate, have a material adverse effect on the Purchaser or prevent or materially delay the consummation by the Purchaser of the transactions contemplated hereby, or (iii) a violation of any statute, rule, regulation, order, judgment or decree of any court, public body or authority, except for any violations which would not, individually or in the aggregate, have a material adverse effect on the Purchaser or prevent or materially delay the consummation by the Purchaser of the transactions contemplated hereby.

Authority; Enforceability; No Conflict. The Purchaser Each Investor has all requisite power and authority (corporate or otherwise) to enter into this Agreement and to carry out its obligations hereunder. The execution, delivery and performance of this Agreement by each of the Purchaser Investors have been duly and validly authorized by all requisite partnership proceedings on the part of each of the PurchaserInvestors. This Agreement when executed and delivered by each of the Investors is a valid and binding obligation of the Purchasersuch Investor, enforceable against it in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, rehabilitation, liquidation, conservatorship, receivership or other similar laws now nor or hereafter in effect relating to creditors' rights generally and (ii) 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 therefor may be brought. The execution and delivery of this Agreement by each of the Purchaser do Investors does not, and consummation by the Purchaser such Investor of the transactions contemplated hereby will not, result in or constitute (i) a default, breach or violation of or under the organizational documents of the Purchasersuch Investor, or (ii) a default, breach or violation of or under any mortgage, deed of trust, indenture, note, bond, license, lease agreement or other instrument or obligation to which the Purchaser such Investor is a party or by which any of its properties or assets are bound, except for any defaults, breaches or violations which would not, individually or in the aggregate, have a material adverse effect on the Purchaser such Investor or prevent or materially delay the consummation by the Purchaser such Investor of the transactions contemplated hereby, or (iii) a violation of any statute, rule, regulation, order, judgment or decree of any court, public body or authority, except for any violations which would not, individually or in the aggregate, have a material adverse effect on the Purchaser such Investor or prevent or materially delay the consummation by the Purchaser such Investor of the transactions contemplated hereby.

Authority; Enforceability; No Conflict. The Such Purchaser has all requisite corporate, partnership, trustee or limited liability company power and authority (corporate or otherwise) to enter into this Agreement and the Stockholders Agreement and to carry out its obligations hereunderhereunder and thereunder. The execution, delivery and performance of this Agreement and the Stockholders Agreement by the such Purchaser have been duly and validly authorized by all requisite partnership corporate, partnership, trustee, or limited liability company proceedings on the part of the such Purchaser. This Agreement and the Stockholders Agreement has been duly executed and delivered by such Purchaser and is a valid and binding obligation of the such Purchaser, enforceable against it in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, rehabilitation, liquidation, conservatorship, receivership or other similar laws now or hereafter in effect relating to creditors' ’ rights generally and (ii) general principles of equity that restrict the remedy of specific performance and injunctive and other forms availability of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtremedies. The execution and delivery of this Agreement and the Stockholders Agreement by the such Purchaser do does not, and consummation by the Purchaser such Purchaser, as applicable, of the transactions contemplated hereby and thereby will not, result in or constitute (ia) a default, breach or violation of or under the organizational documents of the such Purchaser, or (iib) a default, breach or violation of or under any mortgage, deed of trust, indenture, note, bond, license, lease agreement or other instrument or obligation to which the such Purchaser is a party or by which any of its properties or assets are bound, except for any defaults, breaches or violations which would not, individually or in the aggregate, have a material adverse effect on (i) the business, profits, assets, properties, results of operations or financial condition of such Purchaser, (ii) the ability of such Purchaser to perform its obligations under this Agreement or prevent the Stockholders Agreement or materially delay (iii) the consummation by binding nature, validity or enforceability of this Agreement or the Purchaser of the transactions contemplated herebyStockholders Agreement, or (iiic) a violation of any statute, rule, regulation, order, judgment or decree of any court, public body or authority, except for any violations which would not, individually or in the aggregate, have a material adverse effect on the such Purchaser or prevent or materially delay the consummation by the such Purchaser of the transactions contemplated hereby.

Authority; Enforceability; No Conflict. The Purchaser Company has all requisite corporate power and authority (corporate or otherwise) to enter into this Agreement to issue, and sell the Note, and to carry out its obligations hereunder. The execution, execution delivery and performance of this Agreement by the Purchaser Company and the issuance and sale of the Note by the Company have been duly and validly authorized by all requisite partnership corporate proceedings on the part of the PurchaserCompany. This Agreement when executed and delivered by the Company is a valid and binding obligation of the PurchaserCompany, enforceable against it the Company in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, rehabilitation, liquidation, conservatorship, receivership receivership, or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) 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 preceeding therefor may be brought. The Except as set forth on Schedule 2.02, the execution and delivery of this the Agreement by the Purchaser do Company does not, and the consummation by the Purchaser Company of the transactions contemplated hereby and thereby will not, not result in or constitute constitute; (ia) a default, breach or violation of or under the organizational documents Articles of Incorporation or the PurchaserBy-laws, or (iib) a default, breach or violation of or under any mortgage, deed of trust, indenture, note, bond, license, lease agreement or other instrument or obligation to which the Purchaser Company or any Subsidary is a party or by which any of its their respective properties or assets are bound, except for any defaults, breaches or violations which would not, individually or in the aggregate, have a material adverse effect on the Purchaser or prevent or materially delay the consummation by the Purchaser of the transactions contemplated hereby, or (iiic) a violation of any statutestatue, rule, regulation, order, judgment judgement or decree of any court, public body or authorityauthority by which the Company, except for any violations Subsidiary or any of their respective properties or assets are bound, (d) an event which (with notice or lapse of time or both) would permit any Person to terminate, accelerate the performance required by, or accelerate the maturity of any indebtedness or obligation of the Company or any Subsidiary under any agreement or commitment to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound or by which any of their respective properties or assets are bound, (e) the creation or imposition of any lien, charge or encumbrance on any property of the Company or any Subsidiary under any agreement or commitment to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound or by which any of their respective properties or assets are bound, or (f) an event which would not, individually require any consent under any agreement to which the Company or in any Subsidiary is a party or by which the aggregate, have a material adverse effect on the Purchaser Company or prevent any Subsidiary is bound or materially delay the consummation by the Purchaser which any of the transactions contemplated herebytheir respective properties or assets are bound.

Authority; Enforceability; No Conflict. The Purchaser MDCM has all requisite corporate power and authority (corporate or otherwise) to enter into this Agreement and each Related Agreement to which it is a party, to contribute the Contributed Assets and to carry out its obligations hereunderhereunder and under each Related Agreement to which it is a party. The execution, delivery and performance of this Agreement and each Related Agreement to which it is a party by MDCM and the Purchaser consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite partnership corporate proceedings on the part of the PurchaserMDCM. This Agreement is, and each Related Agreement to which it is a party when executed and delivered by MDCM will be, a valid and binding obligation of the PurchaserMDCM, enforceable against it MDCM in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, rehabilitation, liquidation, conservatorship, receivership or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) 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 therefor may be brought. The Except as set forth on Schedule 3.14, the execution and delivery of this Agreement and each Related Agreement to which it is a party by the Purchaser do MDCM does not, and the consummation by the Purchaser MDCM of the transactions contemplated hereby and thereby will not, not result in or constitute constitute: (ia) a default, breach or violation of or under the organizational documents articles of incorporation or the Purchaserbylaws of MDCM, or (iib) a default, breach or violation of or under any mortgage, deed of trust, indenture, note, bond, license, lease agreement or other instrument or obligation to which the Purchaser MDCM or any of its Subsidiary is a party or by which any of its their respective properties or assets are bound, except for any defaults, breaches or violations which would not, individually or in the aggregate, have a material adverse effect on the Purchaser or prevent or materially delay the consummation by the Purchaser of the transactions contemplated hereby, or (iiic) a violation of any statute, rule, regulation, order, judgment or decree of any court, public body or authorityauthority by which MDCM, any Subsidiary or any of their respective properties or assets are bound, (d) an event which (with notice or lapse of time or both) would permit any Person to terminate, accelerate the performance required by, or accelerate the maturity of any indebtedness or obligation of MDCM or any Subsidiary under any agreement or commitment to which MDCM or any Subsidiary is a party or by which MDCM or any Subsidiary is bound or by which any of their respective properties or assets are bound, (e) the creation or imposition of any lien, charge or encumbrance on any property of MDCM or any Subsidiary under any agreement or commitment to which MDCM or any Subsidiary is a party or by which MDCM or any Subsidiary is bound or by which any of their respective properties or assets are bound except for any violations as provided herein and in the Related Agreements, or (f) subject to Section 1 hereof, an event which would not, individually require any consent under any agreement to which MDCM or in the aggregate, have any Subsidiary is a material adverse effect on the Purchaser party or prevent by which MDCM or materially delay the consummation any Subsidiary is bound or by the Purchaser which any of the transactions contemplated herebytheir respective properties or assets are bound.

Authority; Enforceability; No Conflict. The Purchaser Company has all requisite corporate power and authority (corporate or otherwise) to enter into this Agreement and each Related Agreement, to issue and sell the Shares and to carry out its obligations hereunderhereunder and under each Related Agreement. The execution, delivery and performance of this Agreement and each Related Agreement and the issuance and sale of the Shares by the Purchaser Company have been duly and validly authorized by all requisite partnership corporate proceedings on the part of the PurchaserCompany. This Agreement and each Related Agreement, when executed and delivered by the Company, is a valid and binding obligation of the PurchaserCompany, enforceable against it the Company in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, rehabilitation, liquidation, conservatorship, receivership or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) 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 therefor may be brought. The execution and delivery of this Agreement by the Purchaser do and each Related Agreement does not, and the consummation by the Purchaser Company of the transactions contemplated hereby and thereby will not, result in or constitute constitute: (ia) a default, breach or violation of or under the articles or certificate of incorporation, bylaws or other organizational documents of the PurchaserCompany or the Subsidiary, or (iib) a default, breach or violation of or under any mortgage, deed of trust, indenture, note, bond, license, lease agreement or other instrument or obligation to which the Purchaser Company or the Subsidiary is a party or by which any of its their respective properties or assets are bound, except for any defaults, breaches or violations which would could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Purchaser or prevent or materially delay the consummation by the Purchaser of the transactions contemplated herebyMaterial Adverse Effect, or (iiic) a violation of any statute, rule, regulation, order, judgment or decree of any court, public body or authorityauthority by which the Company or the Subsidiary or any of their respective properties or assets are bound, except for any violations which would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (d) an event which (with notice or lapse of time or both) would permit any Person to terminate, accelerate the performance required by, or accelerate the maturity of any material adverse effect on the Purchaser indebtedness or prevent or materially delay the consummation by the Purchaser obligation of the transactions contemplated herebyCompany or the Subsidiary under any agreement or commitment to which the Company or the Subsidiary is a party or by which the Company or the Subsidiary is bound or by which any of their respective properties or assets are bound, (e) the creation or imposition of any lien, charge or encumbrance on any material property of the Company or the Subsidiary under any agreement or commitment to which the Company or the Subsidiary is a party or by which the Company or the Subsidiary is bound or by which any of their respective properties or assets are bound, (f) an event which would require any consent under any agreement to which the Company or the Subsidiary is a party or by which the Company or the Subsidiary is bound or by which any of their respective properties or assets are bound, except where the failure to obtain such consent could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (g) after giving effect to the Rights Amendment, an event that would entitle any Person to exercise its rights under any "Right" (as such term is defined under the Rights Agreement) or an event that would otherwise entitle any Person to receive any securities in respect of such Person's ownership of Common Stock at such time pursuant to the terms and conditions of the Rights Agreement or any other agreement or instrument to which the Company or the Subsidiary is a party or by which any of their respective properties or assets are bound.

Authority; Enforceability; No Conflict. The Purchaser has all requisite corporate power and authority (corporate or otherwise) to enter into this Agreement and each Related Agreement to which it is a party and to carry out its obligations hereunderhereunder and thereunder. The execution, delivery and performance of this Agreement and each Related Agreement to which it is a party by the Purchaser have been duly and validly authorized by all requisite partnership corporate proceedings on the part of the Purchaser. This Agreement and each Related Agreement to which it is a party when executed and delivered the Purchaser is a valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, rehabilitation, liquidation, conservatorship, receivership or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) 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 therefor may be brought. The execution and delivery of this Agreement and each Related Agreement to which it is a party by the Purchaser do does not, and consummation by the Purchaser of the transactions contemplated hereby will not, result in or constitute (ia) a default, breach or violation of or under the organizational documents of the Purchaser, or (iib) a default, breach or violation of or under any mortgage, deed of trust, indenture, note, bond, license, lease agreement or other instrument or obligation to which the Purchaser is a party or by which any of its properties or assets are bound, except for any defaults, breaches or violations which would not, individually or in the aggregate, have a material adverse effect on the Purchaser or prevent or materially delay the consummation by the Purchaser of the transactions contemplated hereby, or (iiic) a violation of any statute, rule, regulation, order, judgment or decree of any court, public body or authority, except for any violations which would not, individually or in the aggregate, have a material adverse effect on the Purchaser or prevent or materially delay the consummation by the Purchaser of the transactions contemplated hereby.