Common use of Authority; Execution and Delivery; and Enforceability Clause in Contracts

Authority; Execution and Delivery; and Enforceability. Each of Purchaser and Purchaser Guarantor has full power and authority to execute this Agreement and the Ancillary Agreements to which it is, or is specified to be, a party and to consummate the Acquisition and the other transactions contemplated hereby and thereby. The execution and delivery by each of Purchaser and Purchaser Guarantor of this Agreement and the Ancillary Agreements to which it is, or is specified to be, a party and the consummation by Purchaser of the Acquisition and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action. Each of Purchaser and Purchaser Guarantor has duly executed and delivered this Agreement and prior to the Closing will have duly executed and delivered each Ancillary Agreement to which it is, or is specified to be, a party, and this Agreement constitutes, and each Ancillary Agreement to which it is, or is specified to be, a party will after the Closing constitute, its legal, valid and binding obligation, enforceable against it in accordance with its terms except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and general equitable principles regardless of whether such enforceability is considered in a proceeding at law or in equity.

Authority; Execution and Delivery; and Enforceability. Each of Purchaser and Purchaser Guarantor has full the requisite power and authority to execute this Agreement and the each Ancillary Agreements Agreement to which it is, or is specified to be, a party and to consummate the Acquisition and the other transactions contemplated hereby and thereby. The execution and delivery by each of Purchaser and Purchaser Guarantor of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action, and the execution and delivery by Purchaser of each Ancillary Agreements Agreement to which it is, or is specified to be, a party and the consummation by Purchaser of the Acquisition and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate actionaction on the part of Purchaser. Each of Purchaser and Purchaser Guarantor has duly executed and delivered this Agreement and and, prior to the Closing Closing, will have duly executed and delivered each Ancillary Agreement to which it is, or is specified to be, a party, and this Agreement constitutes, and each Ancillary Agreement to which it is, or is specified to be, a party will after the Closing constitute, its the legal, valid and binding obligationobligation of Purchaser, as applicable, enforceable against it Purchaser in accordance with its terms terms, except as the same such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors' ’ rights generally and general equitable principles regardless of whether such enforceability is considered in a proceeding at law or in equitygenerally.

Authority; Execution and Delivery; and Enforceability. Each of Purchaser (i) Seller and Purchaser Guarantor each Acquired Company has full the limited liability company power and authority to execute enter into this Agreement and the Ancillary Agreements other Transaction Documents to which it isis (or will at Closing be) a party, or is specified to beperform its obligations hereunder and thereunder, a party and to consummate the Acquisition and the other transactions contemplated hereby and thereby. . (ii) The execution and delivery by Seller and each Acquired Company of Purchaser and Purchaser Guarantor of this Agreement and the Ancillary Agreements Transaction Documents to which it isis (or will at Closing be) a party, or is specified to be, a party and the consummation by Purchaser Seller and each Acquired Company of the Acquisition and the other transactions contemplated hereby and thereby thereby, have been duly authorized by all necessary corporate action. Each limited liability company action of Purchaser Seller and Purchaser Guarantor each Acquired Company, respectively. (iii) Seller and each Acquired Company has duly executed and delivered this Agreement to Purchaser (or will duly execute and prior deliver to Purchaser) the Closing will have duly executed and delivered each Ancillary Agreement Transaction Documents to which it isis (or will at Closing be) a party and such Transaction Documents constitute, or is specified to beupon execution and delivery thereof, a party, and this Agreement constitutes, and each Ancillary Agreement to which it is, or is specified to be, a party will after the Closing constitute, its legal, the valid and binding obligationobligations of Seller and each Acquired Company, respectively, enforceable against it in accordance with its terms except as the same may be limited by their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or and similar laws affecting the enforcement of creditors' ’ rights and remedies generally and to general equitable principles of equity (regardless of whether such enforceability enforcement is considered sought in a proceeding at law or in equity).

Authority; Execution and Delivery; and Enforceability. Each of Purchaser and Purchaser Guarantor has full Seller has, or will have obtained prior to the Closing, all requisite power and authority to execute this Agreement and the Ancillary Agreements to which it is, or is specified to be, a party and to consummate the Acquisition and the other transactions contemplated hereby and thereby. The execution and delivery by each of Purchaser and Purchaser Guarantor Seller of this Agreement and the Ancillary Agreements to which it is, or is specified to be, a party and the consummation by Purchaser Seller of the Acquisition and the other transactions contemplated hereby and thereby have been (or will be, in the case of the Ancillary Agreements) duly authorized by all necessary corporate actionSeller. Each of Purchaser and Purchaser Guarantor Seller has duly executed and delivered this Agreement and prior to the Closing will have duly executed and delivered each Ancillary Agreement to which it is, or is specified to be, a party, and, assuming the due execution and delivery by the other parties hereto and thereto, this Agreement constitutes, and each Ancillary Agreement to which it is, or is specified to be, a party will after the Closing constitute, its legal, valid and binding obligation, enforceable against it in accordance with its terms terms, except as the same such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws Applicable Laws affecting the enforcement of or relating to creditors' ’ rights generally and general equitable principles of equity, regardless of whether such enforceability is considered asserted in a proceeding in equity or at law or in equitylaw.

Authority; Execution and Delivery; and Enforceability. Each of Purchaser and Purchaser Guarantor CMB has full corporate power and authority to execute this Agreement and the Ancillary Agreements to which it Purchaser or CMB, as applicable, is, or is specified to be, a party and to consummate the Acquisition and the other transactions contemplated hereby and thereby. The execution and delivery by each of Purchaser and Purchaser Guarantor CMB of this Agreement and the Ancillary Agreements to which it Purchaser or CMB, as applicable, is, or is specified to be, a party and the consummation by Purchaser of the Acquisition and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate actionaction on the part of Purchaser and CMB. Each of Purchaser and Purchaser Guarantor CMB has duly executed and delivered this Agreement Agreement, and prior to the Closing will have duly executed and delivered each Ancillary Agreement to which it Purchaser or CMB, as applicable, is, or is specified to be, a party, and, assuming due authorization, execution and delivery hereof and thereof by the parties hereto or thereto, this Agreement constitutes, and each Ancillary Agreement to which it Purchaser or CMB, as applicable is, or is specified to be, a party will after the Closing constitute, its Purchaser’s and CMB’s legal, valid and binding obligation, enforceable against it Purchaser and CMB in accordance with its terms except as terms, subject in each case to (i) the same may be limited by effect of any applicable bankruptcy, insolvency, reorganization, moratorium or and similar laws relating to or affecting the enforcement of creditors' ’ rights and remedies generally and general (ii) the effect of equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law or in equitylaw).

Authority; Execution and Delivery; and Enforceability. Each of Purchaser and Purchaser Guarantor has full the requisite corporate power and authority to execute this Agreement and the each Ancillary Agreements Agreement to which it is, or is specified to be, a party and to consummate the Acquisition and the other transactions contemplated hereby and thereby. The execution and delivery by each of Purchaser and Purchaser Guarantor of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action, and the execution and delivery by Purchaser of each Ancillary Agreements Agreement to which it is, or is specified to be, a party and the consummation by Purchaser of the Acquisition and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate actionaction on the part of Purchaser. Each of Purchaser and Purchaser Guarantor has duly executed and delivered this Agreement and and, prior to the Closing Closing, will have duly executed and delivered each Ancillary Agreement to which it is, or is specified to be, a party, and this Agreement constitutes, and each Ancillary Agreement to which it is, or is specified to be, a party will after the Closing constitute, its the legal, valid and binding obligationobligation of Purchaser, as applicable, enforceable against it Purchaser in accordance with its terms terms, except as the same such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors' ’ rights generally and general equitable principles regardless of whether such enforceability is considered in a proceeding at law or in equityprinciples.