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

Authority; Execution and Delivery; Enforceability. Each Contributed Company has the requisite power and authority to execute and deliver the Ancillary Agreements to which it is, or is specified to be, a party and to consummate the Transactions to which it is, or is specified to be, a party. The execution and delivery by each Contributed Company of the Ancillary Agreements to which it is, or is specified to be, a party and the consummation by such Contributed Company of the Transactions to which it is, or is specified to be, a party have been duly authorized by all necessary corporate, limited liability company or partnership actions by such Contributed Company. Each Contributed Company at or before the Closing will have duly executed and delivered each Ancillary Agreement to which it is, or is specified to be, a party and each Ancillary Agreement to which it is, or is specified to be, a party will after the Closing constitute, assuming due and valid authorization, execution and delivery thereof by PEGC I OP and other parties thereto, such Contributed Company’s legal, valid and binding obligation, enforceable against such Contributed Company in accordance with its terms, except as limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting the enforcement of creditors’ rights generally or by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at Law).

Authority; Execution and Delivery; Enforceability. Each Contributed Company (a) Purchaser has the all requisite power and authority to execute and deliver the Ancillary Agreements each Transaction Document to which it is, is or is specified contemplated to bebe a party, a party to perform its obligations thereunder and to consummate the Transactions Transactions. The execution, delivery and performance by Purchaser of each Transaction Document to which it is, is or is specified contemplated to be, a party. The execution and delivery by each Contributed Company of the Ancillary Agreements to which it is, or is specified to be, be a party and the consummation by such Contributed Company Purchaser of the Transactions to which it is, or is specified to be, a party have been duly authorized by all necessary corporate, limited liability company or partnership actions by such Contributed Companyrequisite corporate action on the part of Purchaser. Each Contributed Company at or before the Closing will have Purchaser has duly executed and delivered each Ancillary Agreement to which it isthis Agreement, or is specified to be, a party and each Ancillary Agreement to which it is, or is specified to be, a party will after the Closing constituteand, assuming due and valid authorization, execution and delivery thereof by PEGC I OP and the other parties theretohereto, such Contributed Company’s this Agreement constitutes its legal, valid and binding obligation, enforceable against such Contributed Company Purchaser in accordance with its terms, terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, Laws affecting the enforcement of creditors’ rights generally generally, or by general principles governing the availability of equitable remedies). At or prior to the Closing, Purchaser will have duly executed and delivered each other Transaction Document to which it is or is contemplated to be a party, and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, or by principles (regardless governing the availability of whether enforceability is considered in a proceeding in equity or at Lawequitable remedies).

Authority; Execution and Delivery; Enforceability. Each Contributed Company Such Purchaser Party has the requisite full power and authority to execute this Agreement and deliver the Ancillary Agreements to which it is, or is specified to be, a party and to consummate the Transactions to which it is, or is specified to be, a partyAcquisition and the other transactions contemplated hereby and thereby. The execution and delivery by each Contributed Company such Purchaser Party of this Agreement and the Ancillary Agreements to which it is, or is specified to be, a party and the consummation by such Contributed Company Purchaser Party of the Transactions to which it is, or is specified to be, a party Acquisition and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate, limited liability company or partnership actions by such Contributed Companycorporate action. Each Contributed Company at or before Such Purchaser Party has duly executed and delivered this Agreement and prior to the Closing will shall have duly executed and delivered each Ancillary Agreement to which it is, or is specified to be, a party party, and this Agreement constitutes, and each Ancillary Agreement to which it is, or is specified to be, a party will shall after the Closing constitute, assuming due and valid authorization, execution and delivery thereof by PEGC I OP and other parties thereto, such Contributed Company’s its legal, valid and binding obligation, enforceable against such Contributed Company it in accordance with its terms, except as limited by subject to bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance and other Applicable Laws relating to or other similar Laws, now or hereafter in effect, affecting the enforcement of creditors’ rights generally or by and to general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at Law)principles.

Authority; Execution and Delivery; Enforceability. Each Contributed Company The Purchaser has the all requisite corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements Related Documents to which it is, or is specified to be, will be a party and to consummate the Transactions to which it is, or is specified to be, a partytransactions contemplated hereby and thereby. The execution and delivery by each Contributed Company the Purchaser of this Agreement has been and, in the case of the Ancillary Agreements Related Documents to which it iswill be a party, or is specified to bewill be when delivered, a party and the consummation by such Contributed Company of the Transactions transactions contemplated hereby has been and the consummation of the transactions contemplated by the Related Documents to which it iswill be a party will be when delivered, or is specified duly authorized by all requisite corporate action on the part of the Purchaser. This Agreement has been, and upon its execution and delivery each of the Related Documents to which the Purchaser will be a party will be, duly and validly executed and delivered by the Purchaser. This Agreement constitutes, and upon its execution and delivery each of the Related Documents to which the Purchaser will be a party will constitute, assuming that this Agreement and each of the Related Documents to which the Company, the Sellers and/or the DINZE Member will be a party have been duly authorized by all necessary corporateauthorized, limited liability company or partnership actions by such Contributed Company. Each Contributed Company at or before the Closing will have duly executed and delivered each Ancillary Agreement to which it isby such parties, or is specified to beas applicable, a party and each Ancillary Agreement to which it is, or is specified to be, a party will after the Closing constitute, assuming due and valid authorization, execution and delivery thereof by PEGC I OP and other parties thereto, such Contributed Company’s legal, valid and binding obligationobligation of the Purchaser, enforceable against such Contributed Company it in accordance with its terms, except as limited by in each case subject to applicable bankruptcy, insolvency, reorganization, moratorium or other and similar Laws, now or hereafter in effect, Laws affecting the enforcement of creditors’ rights and remedies generally or by and subject to general equitable principles of equity (regardless of whether enforceability is considered in a proceeding in equity at law or at Lawequity).

Authority; Execution and Delivery; Enforceability. Each Contributed Company Such Buyer Party has the requisite all necessary corporate or similar power and authority to execute and deliver the Ancillary Agreements this Agreement, and such Buyer Party has all necessary corporate or similar power and authority to which it is, or is specified to be, a party execute and to consummate the Transactions deliver any other Transaction Document to which it is, or is specified to be, a party, and to perform its obligations hereunder and thereunder and to consummate the Transactions to be consummated by it. The execution execution, delivery and performance by such Buyer Party of this Agreement, and the execution, delivery and performance by each Contributed Company such Buyer Party of the Ancillary Agreements any other Transaction Document to which it is, or is specified to be, a party party, and the consummation by such Contributed Company of the Transactions to be consummated by it, have been duly authorized by all necessary corporate or similar action by such Buyer Party. This Agreement has been, and each other Transaction Document to which it such Buyer Party is, or is specified to be, a party have been duly authorized by all necessary corporatewill, limited liability company or partnership actions by such Contributed Company. Each Contributed Company at or before prior to the Closing will have Closing, be, duly executed and delivered by such Buyer Party. Assuming the due authorization, execution and delivery by the other parties thereto, this Agreement constitutes, and each Ancillary Agreement other Transaction Document to which it is, or is specified to be, a party and each Ancillary Agreement to which it such Buyer Party is, or is specified to be, a party will after the Closing constitute, assuming due and valid authorization, execution and delivery thereof by PEGC I OP and other parties thereto, such Contributed Company’s a legal, valid and binding obligation, obligation of such Buyer Party enforceable against such Contributed Company Buyer Party in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting the enforcement of creditors’ rights generally or by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at Law)Enforceability Exceptions.

Authority; Execution and Delivery; Enforceability. 5.2.1 Each Contributed Company of Parent and Merger Sub has the requisite power and authority to execute execute, deliver and deliver the perform this Agreement and each Ancillary Agreements to which it is, or is specified to be, a party and to consummate the Transactions Agreement to which it is, or is specified to be, a party, and to consummate the Transactions. The execution execution, delivery and delivery performance by each Contributed Company of the Parent and Merger Sub of this Agreement and each Ancillary Agreements Agreement to which it is, or is specified to be, a party party, and the consummation by such Contributed Company it of the Transactions to which it is, or is specified to be, a party have been duly authorized by all necessary corporate, limited liability company or partnership actions by such Contributed Companycorporate action on the part of Parent and Merger Sub. Each Contributed Company of Parent and Merger Sub has duly executed and delivered this Agreement and at or before the Closing will have duly executed and delivered each Ancillary Agreement to which it is, or is specified to be, a party party, and, assuming due authorization, execution and delivery by the other parties thereto, this Agreement constitutes, and each Ancillary Agreement to which it is, or is specified to be, a party will after the Closing constitute, assuming due and valid authorization, such execution and delivery thereof by PEGC I OP and other parties theretoconstitute, such Contributed Company’s its legal, valid and binding obligation, enforceable against such Contributed Company it in accordance with its terms, in each case except as limited by such enforceability (i) may be subject to the effect of any applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, Laws affecting the enforcement of creditors’ rights generally or by and (ii) is subject to general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Lawlaw).

Authority; Execution and Delivery; Enforceability. Each Contributed (a) The Company has the all requisite limited liability company power and authority to execute and deliver the Ancillary Agreements to which it is, or is specified to be, a party this Agreement and to consummate the Transactions each Related Agreement to which it is, or is specified to be, a party, to perform its obligations hereunder and thereunder, and to consummate the Transactions. The execution and delivery by each Contributed the Company of the Ancillary Agreements this Agreement and each Related Agreement to which it the Company is, or is specified to be, a party party, the performance by the Company of its obligations hereunder and thereunder, and the consummation by such Contributed the Company of the Transactions to which it is, or is specified to be, a party have been duly authorized by all necessary corporate, limited liability company or partnership actions action by such Contributed the Company. Each Contributed The Company has duly executed and delivered this Agreement and at or before the Closing Effective Time will have duly executed and delivered each Ancillary Related Agreement to which it is, or is specified to be, a party party, and this Agreement (assuming due execution, authorization and delivery by the other parties hereto) constitutes, and each Ancillary Related Agreement to which it the Company is, or is specified to be, a party will after the Closing constitute, (assuming due and valid authorizationexecution, execution authorization and delivery thereof by PEGC I OP and the other parties thereto) on and after the Effective Time constitute, such Contributed Company’s its legal, valid and binding obligation, enforceable against such Contributed Company it in accordance with its terms, except as to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, reorganization and moratorium or laws and other similar Laws, now or hereafter in effect, laws of general application affecting the enforcement of creditors’ rights generally or by general any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable principles remedies or relief (regardless including the remedy of whether enforceability is considered in a proceeding in equity or at Law)specific performance) are subject to the discretion of the court from which such relief may be sought.

Authority; Execution and Delivery; Enforceability. Each Contributed Company Seller has the all requisite corporate power and authority to execute this Agreement and deliver the Ancillary Agreements to which it is, or is specified to be, a party and to consummate the Transactions to which it is, or is specified to be, a partyAcquisition and the other transactions contemplated hereby and thereby. The execution and delivery by each Contributed Company Seller of this Agreement and the Ancillary Agreements to which it is, or is specified to be, a party and the consummation by such Contributed Company Seller of the Transactions to which it is, or is specified to be, a party Acquisition and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporatecorporate action on the part of Seller. Seller has duly executed and delivered this Agreement, limited liability company or partnership actions by such Contributed Company. Each Contributed Company at or before 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 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 is, or is specified to be, a party will after the Closing constitute, assuming due and valid authorization, execution and delivery thereof by PEGC I OP and other parties thereto, such Contributed Company’s its legal, valid and binding obligation, enforceable against such Contributed Company it in accordance with its terms, except as limited by subject in each case to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or other similar Laws, now or hereafter in effect, affecting the enforcement of creditors’ rights and remedies generally or by general and (ii) the effect of equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at Lawlaw).

Authority; Execution and Delivery; Enforceability. Each Contributed Company of Holding and the Corporation has all the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements Related Documents to which it is, or is specified to be, a party and to consummate the Transactions to which it is, or is specified to be, a partytransactions contemplated hereby and thereby. The execution and delivery by each Contributed Company of Holding and the Corporation of this Agreement and the consummation of the Ancillary Agreements transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and the execution and delivery by each of Holding and the Corporation of the Related Documents to which it is, or is specified to be, a party and the consummation by such Contributed Company each of Holding and the Corporation of the Transactions transactions contemplated thereby will be duly and validly authorized by all necessary corporate action on the part of each of Holding and the Corporation prior to the Closing. Each of Holding and the Corporation has duly and validly executed and delivered this Agreement and, prior to the Closing, will have duly and validly executed and delivered each Related Document to which it is, or is specified to be, a party have been duly authorized by all necessary corporateparty, limited liability company or partnership actions by such Contributed Company. Each Contributed Company at or before the Closing will have duly executed and delivered each Ancillary this Agreement to which it isconstitutes, or is specified to be, a party and each Ancillary Agreement Related Document to which it is, or is specified to be, a party will after the Closing constitute, assuming due and valid authorization, execution and delivery thereof by PEGC I OP and other parties thereto, such Contributed Company’s a legal, valid and binding obligationobligation of Holding or the Corporation, as applicable, enforceable against such Contributed Company Holding or the Corporation, as applicable, in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium fraudulent conveyance or other similar Laws, now or hereafter in effect, laws affecting the enforcement of creditors’ ' rights generally or by and general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at Law)principles.

Authority; Execution and Delivery; Enforceability. Each Contributed Company Purchaser has the requisite full corporate power and authority to execute this Agreement and deliver the Ancillary Agreements to which it is, or is specified to be, a party and to consummate the Transactions to which it is, or is specified to be, a partyAcquisition and the other transactions contemplated hereby and thereby. The execution and delivery by each Contributed Company Purchaser of this Agreement and the Ancillary Agreements to which it is, or is specified to be, a party and the consummation by such Contributed Company Purchaser of the Transactions to which it is, or is specified to be, a party Acquisition and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporatecorporate action on the part of Purchaser, limited liability company and no other corporate proceedings on the part of Purchaser are necessary to authorize this Agreement and the Ancillary Agreements or partnership actions by such Contributed Companythe consummation of the Acquisition and the other transactions contemplated hereby or thereby. Each Contributed Company at or before Purchaser 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 party, and, assuming the due execution and delivery of this Agreement and each Ancillary Agreement 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, assuming due and valid authorization, execution and delivery thereof by PEGC I OP and other parties thereto, such Contributed Company’s its legal, valid and binding obligation, enforceable against such Contributed Company it in accordance with its terms, except as limited by subject to bankruptcy, insolvency, reorganization, moratorium insolvency or other similar Laws, now or hereafter in effect, affecting the enforcement of laws relating to creditors’ rights generally or by and to general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at Law)equity.

Authority; Execution and Delivery; Enforceability. Each Contributed Company Seller has the requisite corporate power and authority to execute and deliver this Agreement and the other agreements and instruments to be executed and delivered in connection with this Agreement (the “Ancillary Agreements”) to which it is a party and to consummate the transactions contemplated to be consummated by it pursuant to this Agreement and such Ancillary Agreements. Seller has taken all corporate action (including any shareholder action) required by its certificate of incorporation and by-laws to authorize the execution and delivery of this Agreement and the Ancillary Agreements to which it is, or is specified to be, will be a party and to consummate authorize the Transactions to which it is, or is specified to be, a party. The execution and delivery by each Contributed Company consummation of the transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements Agreements. Seller has duly executed and delivered this Agreement and, prior to which it isthe Closing, or is specified to be, a party and the consummation by such Contributed Company of the Transactions to which it is, or is specified to be, a party have been duly authorized by all necessary corporate, limited liability company or partnership actions by such Contributed Company. Each Contributed Company at or before the Closing will have duly executed and delivered each Ancillary Agreement to which it iswill be a party. This Agreement constitutes, or is specified to be, a party and each Ancillary Agreement to which it is, or is specified to be, will be a party will after the Closing constitute, assuming due and valid authorization, execution and delivery thereof by PEGC I OP and other parties thereto, such Contributed Company’s its legal, valid and binding obligation, enforceable against such Contributed Company it in accordance with its terms, except subject, as limited by to enforcement, to applicable bankruptcy, insolvency, moratorium, reorganization, moratorium fraudulent conveyance or other similar Laws, now or hereafter in effect, laws affecting the enforcement of creditors’ rights generally or by and to general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at Lawlaw).

Authority; Execution and Delivery; Enforceability. Each Contributed Company Such Selling Member has the requisite corporate, limited liability company, partnership or equivalent power and authority to execute this Agreement and deliver the Ancillary Agreements Related Documents to which it is, or is specified to be, a party and to consummate the Transactions to which it is, or is specified to be, a partytransactions contemplated hereby and thereby. The execution and delivery by each Contributed Company such Selling Member of the Ancillary Agreements to which it is, or is specified to be, a party this Agreement and the consummation by such Contributed Company of the Transactions to which it is, or is specified to be, a party transactions contemplated hereby have been duly authorized by all necessary corporate, limited liability company company, partnership or partnership actions equivalent action on the part of such Selling Member, and the execution and delivery by such Contributed CompanySelling Member of the Related Documents to which it is a party and the consummation by such Selling Member of the transactions contemplated thereby will be duly authorized by all necessary corporate, limited liability company, partnership or equivalent action on the part of such Selling Member prior to the Closing. Each Contributed Company at or before Such Selling Member has duly executed and delivered this Agreement and, prior to the Closing Closing, will have duly executed and delivered each Ancillary Agreement deliveredeach Related Document to which it isis a party, or is specified to beand this Agreement constitutes, a party and each Ancillary Agreement Related Document to which it is, or is specified to be, a party will after at the Closing constitute, assuming due and valid authorization, execution and delivery thereof by PEGC I OP and other parties thereto, such Contributed Company’s a legal, valid and binding obligation, obligation of such Selling Member enforceable against such Contributed Company Selling Member in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium fraudulent conveyance or other similar Laws, now or hereafter in effect, laws affecting the enforcement of creditors’ rights creditors’rights generally or by and general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at Law)principles.

Authority; Execution and Delivery; Enforceability. Each Contributed (a) Assuming that the Transactions are consummated in accordance with Section 251(h) of the DGCL, and assuming the accuracy of Parent’s representations in Section 5.8, the Company has the requisite corporate power and authority to execute enter into and deliver this Agreement and any Ancillary Agreement to which it is a party and to perform its obligations hereunder and to consummate the Offer, the Merger and the other transactions contemplated hereby and thereby, in each case, in accordance with the terms of this Agreement and the Ancillary Agreements to which it is, or is specified to be, a party and to consummate the Transactions to which it is, or is specified to be, a party. The Assuming that the Transactions are consummated in accordance with Section 251(h) of the DGCL, and assuming the accuracy of Parent’s representations in Section 5.8, the adoption, execution and delivery by each Contributed the Company of this Agreement and the Ancillary Agreements to which it is, or is specified to be, a party and the consummation by such Contributed the Company of the Transactions to which it is, or is specified to be, a party have been duly authorized by all necessary corporate, limited liability company or partnership actions by such Contributed corporate and stockholder action on the part of the Company. Each Contributed The Company at or before the Closing will have has duly executed and delivered each this Agreement and the Ancillary Agreement Agreements to which it isis a party, or is specified to be, a party and each Ancillary Agreement to which it is, or is specified to be, a party will after the Closing constituteand, assuming due and valid authorization, execution and delivery thereof by PEGC I OP Parent and other parties theretoMerger Sub, such Contributed Company’s this Agreement constitutes its legal, valid and binding obligation, enforceable against such Contributed Company it in accordance with its terms, terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now Laws of general applicability relating to or hereafter in effect, affecting the enforcement of creditors’ rights generally rights, or by general principles governing the availability of equitable principles (regardless of remedies, whether enforceability is considered in a proceeding Proceeding at law or in equity or at Law(collectively, the “Bankruptcy and Equity Exceptions”)).

Authority; Execution and Delivery; Enforceability. Each Contributed Company Shareholder has the all requisite power and authority to execute and deliver this Agreement and each of the Ancillary Agreements Related Documents to which it is, or Shareholder is specified to be, a party and to consummate the Transactions to which it is, or is specified to be, a partytransactions contemplated hereby and thereby. The execution and delivery by each Contributed Company Shareholder of this Agreement has been, and in the case of the Ancillary Agreements Related Documents to which it is, or is specified to be, Shareholder will be a party will be when delivered, and the consummation by such Contributed Company of the Transactions transactions contemplated hereby has been, and the consummation of the transactions contemplated by the Related Documents to which it isShareholder will be a party will be when delivered, or is specified duly authorized by all requisite action on the part of Shareholder. This Agreement has been, and upon its execution and delivery each of the Related Documents to which Shareholder will be a party will be, duly and validly executed and delivered by Shareholder. This Agreement constitutes, and upon its execution and delivery each of the Related Documents to which Shareholder will be a party will constitute, assuming that this Agreement and each of the Related Documents to which the Parent or Merger Sub, as applicable will be a party have been duly authorized by all necessary corporateauthorized, limited liability company or partnership actions by such Contributed Company. Each Contributed Company at or before the Closing will have duly executed and delivered each Ancillary Agreement to which it isby the Parent and/or Merger Sub, or is specified to beas applicable, a party and each Ancillary Agreement to which it is, or is specified to be, a party will after the Closing constitute, assuming due and valid authorization, execution and delivery thereof by PEGC I OP and other parties thereto, such Contributed Company’s legal, valid and binding obligationobligation of Shareholder, enforceable against such Contributed Company Shareholder in accordance with its terms, except as limited by in each case subject to applicable bankruptcy, insolvency, reorganization, moratorium or other and similar Laws, now or hereafter in effect, Laws affecting the enforcement of creditors’ rights and remedies generally or by and subject to general equitable principles of equity (regardless of whether enforceability is considered in a proceeding in equity at law or at Lawequity).

Authority; Execution and Delivery; Enforceability. Each Contributed The Company has the requisite all necessary corporate power and authority to execute this Agreement and deliver the Ancillary Agreements to which it is, or is specified to be, a party and to consummate the Transactions to which it is, or is specified to be, a partyAcquisition and the other transactions contemplated hereby and thereby. The execution and delivery by each Contributed the Company of this Agreement and the Ancillary Agreements to which it is, or is specified to be, a party and the consummation by such Contributed the Company of the Transactions to which it is, or is specified to be, a party Acquisition and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate, limited liability company or partnership actions by such Contributed corporate action on the part of the Company. Each Contributed The Company at or before 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 party, and, assuming due authorization, execution and delivery hereof and thereof by the other parties hereto or thereto, this Agreement constitutes, and each Ancillary Agreement to which it is, or is specified to be, a party will after the Closing constitute, assuming due and valid authorization, execution and delivery thereof by PEGC I OP and other parties thereto, such Contributed Company’s its legal, valid and binding obligation, enforceable against such Contributed Company it in accordance with its terms, except as limited by subject in each case to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or other similar Laws, now or hereafter in effect, affecting the enforcement of creditors’ rights and remedies generally or by general and (ii) the effect of equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at Lawlaw).

Authority; Execution and Delivery; Enforceability. Each Contributed Company Seller has the all requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it isis a party, or is specified to be, a party and to consummate the Transactions Acquisition and the other transactions contemplated hereby and thereby and to which it is, or is specified to be, a partycomply with the provisions hereof and thereof. The execution and delivery by each Contributed Company Seller of this Agreement and the Ancillary Agreements to which it isis a party, or is specified to be, a party and the consummation by such Contributed Company Seller of the Transactions to which it is, or is specified to be, a party Acquisition and the other transactions contemplated hereby and thereby and the compliance by Seller with the provisions hereof and thereof have been duly authorized by all necessary corporatecorporate action. The Board of Directors has declared that it is in the commercial interests of the Seller to enter into the Acquisition and approved the Acquisition and the terms of, limited liability company or partnership actions by such Contributed Companyand the transactions contemplated by, this Agreement. Each Contributed Company at or before the Closing will have Seller has duly executed and delivered each Ancillary this Agreement to which it is, or is specified to be, a party and each Ancillary Agreement to which it isis a party, or is specified to be, a party will after the Closing constituteand, assuming the due and valid authorization, execution and delivery thereof by PEGC I OP Buyer, this Agreement and other parties thereto, such Contributed Company’s the Ancillary Agreements to which Seller is a party constitute its legal, valid and binding obligation, enforceable against such Contributed Company it in accordance with its their terms, except as limited by to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, laws affecting the enforcement of creditors’ rights generally or by and to general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at Law)principles.

Authority; Execution and Delivery; Enforceability. Each Contributed Company (a) Purchaser has the requisite full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is, or is specified to be, a party and and, subject to obtaining the Shareholder Approval, to consummate the Transactions Acquisition and the other transactions contemplated hereby and thereby. Purchaser has taken all corporate action required by its Certificate of Incorporation and Bylaws to which it is, or is specified to be, a party. The authorize the execution and delivery by each Contributed Company of this Agreement and the Ancillary Agreements to which it is, or is specified to be, a party and, subject to obtaining the Shareholder Approval, to authorize the consummation of the Acquisition and the consummation by such Contributed Company of the Transactions other transactions contemplated hereby and thereby. Purchaser has duly executed and delivered this Agreement and prior to which it is, or is specified to be, a party have been duly authorized by all necessary corporate, limited liability company or partnership actions by such Contributed Company. Each Contributed Company at or before the Closing will have duly executed and delivered each Ancillary Agreement to which it is, or is specified to be, a party 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, assuming due and valid authorization, execution and delivery thereof by PEGC I OP and other parties thereto, such Contributed Company’s constitute its legal, valid and binding obligation, enforceable against such Contributed Company it in accordance with its terms, except as limited by terms subject to applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or other similar Laws, now or hereafter in effect, laws affecting the enforcement of creditors’ rights generally or by and to general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at Law)principles.

Authority; Execution and Delivery; Enforceability. Each Contributed The Company has the requisite limited liability company power and authority to execute this Agreement and deliver the each Ancillary Agreements Agreement to which it is, or is specified to be, a party and to consummate the Transactions to which it is, or is specified to be, a partytransactions contemplated hereby and thereby. The execution and delivery by each Contributed the Company of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary limited liability company action, and the execution and delivery by the Company of each Ancillary Agreements Agreement to which it is, or is specified to be, a party and the consummation by such Contributed the Company of the Transactions to which it is, or is specified to be, a party have been transactions contemplated thereby will be duly authorized by all necessary corporateaction on the part of the Company prior to the Closing. The Company has duly executed and delivered this Agreement and, limited liability company or partnership actions by such Contributed Company. Each Contributed Company at or before 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 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, assuming due and valid authorization, execution and delivery thereof by PEGC I OP and other parties thereto, such Contributed Company’s a legal, valid and binding obligation, obligation of the Company enforceable against such Contributed the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or other similar Laws, now or hereafter in effect, laws affecting the enforcement of creditors’ rights generally or by and general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at Law)principles.

Authority; Execution and Delivery; Enforceability. Each Contributed Company (a) Purchaser has the requisite full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is, or is specified to be, a party and and, subject to obtaining the Shareholder Approval, to consummate the Transactions Acquisition and the other transactions contemplated hereby and thereby. Purchaser has taken all corporate action required by its Certificate of Incorporation and Bylaws to which it is, or is specified to be, a party. The authorize the execution and delivery by each Contributed Company of this Agreement and the Ancillary Agreements to which it is, or is specified to be, a party and, subject to obtaining the Shareholder Approval, to authorize the consummation of the Acquisition and the consummation by such Contributed Company of the Transactions other transactions contemplated hereby and thereby. Purchaser has duly executed and delivered this Agreement and prior to which it is, or is specified to be, a party have been duly authorized by all necessary corporate, limited liability company or partnership actions by such Contributed Company. Each Contributed Company at or before the Closing will have duly executed and delivered each Ancillary Agreement to which it is, or is specified to be, a party 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, assuming due and valid authorization, execution and delivery thereof by PEGC I OP and other parties thereto, such Contributed Company’s constitute its legal, valid and binding obligation, enforceable against such Contributed Company it in accordance with its terms, except as limited by terms subject to applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or other similar Laws, now or hereafter in effect, laws affecting the enforcement of creditors’ ' rights generally or by and to general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at Law)principles.

Authority; Execution and Delivery; Enforceability. Each Contributed Company Purchaser has the requisite corporate power and authority to execute this Agreement and deliver the Ancillary Agreements other Transaction Documents to which it is, is or is specified to be, will be a party and to consummate the Transactions Acquisition and the other transactions contemplated to be consummated by it by this Agreement and such Transaction Documents. Purchaser has taken all corporate action required by its Constitutive Documents to authorize the execution, delivery and performance of this Agreement and the Transaction Documents to which it is, is or is specified to be, a party. The execution and delivery by each Contributed Company of the Ancillary Agreements to which it is, or is specified to be, will be a party and to authorize the consummation by such Contributed Company of the Transactions Acquisition and the other transactions contemplated to which be consummated by it is, or is specified to be, a party have been hereunder and thereunder. Purchaser has duly authorized by all necessary corporate, limited liability company or partnership actions by such Contributed Company. Each Contributed Company at or before executed and delivered this Agreement and as of the Closing will have duly executed and delivered each Ancillary Agreement Transaction Document to which it isis or will be a party, or is specified to beand, a party assuming the proper execution and delivery of this Agreement and the Transaction Documents by Seller, this Agreement constitutes, and each Ancillary Agreement Transaction Document to which it is, is or is specified to be, will be a party will after as of the Closing constitute, assuming due and valid authorization, execution and delivery thereof by PEGC I OP and other parties thereto, such Contributed Company’s its legal, valid and binding obligation, enforceable against such Contributed Company it in accordance with its terms, except subject, as limited by to enforcement, to applicable bankruptcy, insolvency, moratorium, reorganization, moratorium fraudulent conveyance or other similar Laws, now or hereafter in effect, laws affecting the enforcement of creditors’ rights generally or by and to general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at Lawlaw).

Authority; Execution and Delivery; Enforceability. Each Contributed (a) The Company has the requisite all necessary limited liability company power and authority to execute and deliver the Ancillary Agreements to which it is, or is specified to be, a party this Agreement and to consummate the Transactions to which it is, or is specified to be, a party. The execution and delivery by each Contributed Company of the Ancillary Agreements to which it is, or is specified to be, a party and the consummation by such Contributed Company of the Transactions to which it is, or is specified to be, a party have been duly authorized by all necessary corporate, limited liability company or partnership actions by such Contributed Company. Each Contributed Company at or before the Closing will have duly executed and delivered each any Ancillary Agreement to which it is, or is specified to be, a party party, to perform its obligations hereunder and each thereunder and to consummate the Transaction. The execution, delivery and performance by the Company of this Agreement and any Ancillary Agreement to which it is, or is specified to be, a party, and the consummation by the Company of the Transaction, have been duly authorized by all necessary limited liability company action. This Agreement has been duly executed and delivered by the Company, and each Ancillary Agreement to which the Company is, or is specified to be, a party will after at or prior to the Closing constituteEffective Time be, assuming duly executed and delivered by the Company. Assuming the due and valid authorization, execution and delivery thereof by PEGC I OP and the other parties hereto or thereto, such Contributed Company’s this Agreement constitutes, and each Ancillary Agreement to which the Company is, or is specified to be, a party will constitute, a legal, valid and binding obligation, obligation of the Company enforceable against such Contributed the Company in accordance with its terms, except as enforcement thereof may be limited against the Company by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or other similar Laws, now or hereafter in effect, affecting the enforcement of creditors’ rights generally or by generally, general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at Law)law) and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or (ii) the exercise by courts of equity powers.

Authority; Execution and Delivery; Enforceability. Each Contributed (a) The Company has the all requisite corporate power and authority to execute and deliver the Ancillary Transaction Agreements to which it is, or is specified to be, a party and, subject to receipt of the Company Stockholder Approval and assuming the accuracy of the representations set forth in Section 4.09, to consummate the Transactions Transactions. Assuming the accuracy of the representations set forth in Section 4.09, the execution, delivery and performance by the Company of each Transaction Agreement to which it is, or is specified to be, a party. The execution and delivery by each Contributed Company of the Ancillary Agreements to which it is, or is specified to be, a party and the consummation by such Contributed the Company of the Transactions to which it is, or is specified to be, a party have been duly authorized by all necessary corporatecorporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to approve this Agreement and to consummate the Transactions, limited liability company or partnership actions by such Contributed Companysubject, in the case of the Merger to receipt of the Company Stockholder Approval. Each Contributed The Company at or before the Closing will have has duly executed and delivered each Ancillary Transaction Agreement to which it isis a party, or is specified to be, a party and each Ancillary Agreement to which it is, or is specified to be, a party will after the Closing constituteand, assuming the due and valid authorization, execution and delivery thereof by PEGC I OP and of such Transaction Agreements on behalf of the other parties thereto, such Contributed Company’s each Transaction Agreement to which it is a party constitutes its legal, valid and binding obligation, enforceable against such Contributed Company it in accordance with its terms, except as subject to such enforceability potentially being limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, laws affecting the enforcement of creditors’ rights generally or by and (ii) general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at Lawlaw) (the “Bankruptcy and Equity Exception”).

Authority; Execution and Delivery; Enforceability. Each Contributed The Company has the all requisite power and authority to execute and deliver this Agreement and each of the Ancillary Agreements Related Documents to which it is, or the Company is specified to be, a party and to consummate the Transactions to which it is, or is specified to be, a partytransactions contemplated hereby and thereby. The execution and delivery by each Contributed the Company of this Agreement has been, and in the Ancillary Agreements case of the Related Documents to which it is, or is specified to be, the Company will be a party will be when delivered, and the consummation by such Contributed Company of the Transactions transactions contemplated hereby has been, and the consummation of the transactions contemplated by the Related Documents to which it isthe Company will be a party will be when delivered, or is specified duly authorized by all requisite action on the part of the Company. This Agreement has been, and upon its execution and delivery each of the Related Documents to which the Company will be a party will be, duly and validly executed and delivered by the Company. This Agreement constitutes, and upon its execution and delivery each of the Related Documents to which the Company will be a party will constitute, assuming that this Agreement and each of the Related Documents to which the Purchaser will be a party have been duly authorized by all necessary corporateauthorized, limited liability company or partnership actions by such Contributed Company. Each Contributed Company at or before the Closing will have duly executed and delivered each Ancillary Agreement to which it is, or is specified to beby the Company, a party and each Ancillary Agreement to which it is, or is specified to be, a party will after the Closing constitute, assuming due and valid authorization, execution and delivery thereof by PEGC I OP and other parties thereto, such Contributed Company’s legal, valid and binding obligationobligation of the Company, enforceable against such Contributed the Company in accordance with its terms, except as limited by in each case subject to applicable bankruptcy, insolvency, reorganization, moratorium or other and similar Laws, now or hereafter in effect, Laws affecting the enforcement of creditors’ rights and remedies generally or by and subject to general equitable principles of equity (regardless of whether enforceability is considered in a proceeding in equity at law or at Lawequity).

Authority; Execution and Delivery; Enforceability. Each Contributed Company of GrafTech, Parent and Merger Sub has the all requisite power and authority to execute and deliver this Agreement and each of the Ancillary other Transaction Agreements to which it is, or is specified to be, a party and to consummate the Transactions transactions contemplated hereby and thereby. The execution and delivery by each of GrafTech, Parent and Merger Sub of this Agreement and each of the other Transaction Agreements to which it is, or is specified to be, a party. The execution , and delivery the consummation by each Contributed Company GrafTech, Parent and Merger Sub of the Ancillary Agreements transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of each of GrafTech, Parent and Merger Sub. Each of GrafTech, Parent and Merger Sub has duly executed and delivered this Agreement, and prior to or as of the Closing will have duly executed and delivered each other agreement and instrument contemplated hereby to which it is, or is specified to be, a party party, and (assuming the consummation due authorization, execution and delivery by such Contributed Company of the Transactions to which it isparties other than GrafTech, or is specified to beParent and Merger Sub) this Agreement constitutes, a party have been duly authorized by all necessary corporate, limited liability company or partnership actions by such Contributed Company. Each Contributed Company at or before the Closing will have duly executed and delivered each Ancillary Agreement to which it is, or is specified to be, a party and each Ancillary Agreement other agreement and instrument contemplated hereby to which it is, or is specified to be, a party will after the Closing constitute, assuming due and valid authorization, execution and delivery thereof by PEGC I OP and other parties thereto, such Contributed Company’s the legal, valid and binding obligationobligation of GrafTech, Parent and Merger Sub, as applicable, enforceable against such Contributed Company each of GrafTech, Parent and Merger Sub in accordance with its terms, except as to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, Laws affecting the enforcement of creditors’ rights generally or and by general equitable principles (of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity or at Law)equity.

Authority; Execution and Delivery; Enforceability. Each Contributed Company Such Stockholder has the requisite full power and authority (and in the case of a natural person, legal capacity) to execute this Agreement (including by joinder) and deliver the other agreements and instruments executed and delivered in connection with this Agreement (the “Ancillary Agreements Agreements”) to which it is, or is specified to be, a party and to consummate the Transactions to which it istransactions contemplated hereby and thereby. If such Stockholder is not a natural person, or is specified to be, a party. The the execution and delivery by each Contributed Company such Stockholder of this Agreement and the Ancillary Agreements to which it is, or is specified to be, a party and the consummation by such Contributed Company Stockholder of the Transactions to which it is, or is specified to be, a party transactions contemplated hereby and thereby have been duly authorized by all necessary corporate, limited liability company or partnership actions by such Contributed Companyentity action. Each Contributed Company at or before Such Stockholder 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 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, assuming due and valid authorization, execution and delivery thereof by PEGC I OP and other parties thereto, such Contributed Company’s its legal, valid and binding obligation, enforceable against such Contributed Company it in accordance with its terms, except as limited by subject to the effect, if any, of (i) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar Laws, now laws relating to or hereafter in effect, affecting the enforcement rights or remedies of creditors’ rights generally creditors or by (ii) general equitable principles (regardless of equity, whether enforceability is considered in a proceeding in equity or at Lawlaw (including the possible unavailability of specific performance or injunctive relief).

Authority; Execution and Delivery; Enforceability. Each Contributed Seller and the Company has the requisite full corporate power and authority to execute and deliver this Agreement and the other agreements and instruments set forth in Schedule 2.03 that are to be executed and delivered in connection with this Agreement (as set out on such Schedule, the “ANCILLARY AGREEMENTS”) to which it is, or is specified to be, a party and to consummate the Acquisition and the other transactions contemplated by this Agreement and the Ancillary Agreements. Each Seller and the Company has taken all corporate action required to authorize the execution and delivery of this Agreement and the Ancillary Agreements to which it is, or is specified to be, a party and to consummate authorize the Transactions to which it is, or is specified to be, a party. The execution and delivery by each Contributed Company consummation of the Ancillary Agreements to which it is, or is specified to be, a party Acquisition and the consummation other transactions contemplated by such Contributed Company of this Agreement and the Transactions to which it is, or is specified to be, a party have been duly authorized by all necessary corporate, limited liability company or partnership actions by such Contributed CompanyAncillary Agreements. Each Contributed Seller and the Company at or before 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 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, assuming due and valid authorization, execution and delivery thereof by PEGC I OP and other parties thereto, such Contributed Company’s its legal, valid and binding obligation, enforceable against such Contributed Company it in accordance with its terms, except as limited by terms subject to applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or other similar Laws, now or hereafter in effect, laws affecting the enforcement of creditors’ rights generally or by and to general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at Law)principles.

Authority; Execution and Delivery; Enforceability. Each Contributed Company of GrafTech, Parent and each Merger Sub has the all requisite power and authority to execute and deliver this Agreement and each of the Ancillary other Transaction Agreements to which it is, or is specified to be, a party and to consummate the Transactions transactions contemplated hereby and thereby. The execution and delivery by each of GrafTech, Parent and each Merger Sub of this Agreement and each of the other Transaction Agreements to which it is, or is specified to be, a party. The execution , and delivery the consummation by GrafTech, Parent and each Contributed Company Merger Sub of the Ancillary Agreements transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of each of GrafTech, Parent and each Merger Sub. Each of GrafTech, Parent and each Merger Sub has duly executed and delivered this Agreement, and prior to or as of the Closing will have duly executed and delivered each other agreement and instrument contemplated hereby to which it is, or is specified to be, a party party, and (assuming the consummation due authorization, execution and delivery by such Contributed Company of the Transactions to which it isparties other than GrafTech, or is specified to be, a party have been duly authorized by all necessary corporate, limited liability company or partnership actions by such Contributed Company. Each Contributed Company at or before the Closing will have duly executed and delivered each Ancillary Agreement to which it is, or is specified to be, a party Parent and each Ancillary Merger Sub) this Agreement constitutes, and each other agreement and instrument contemplated hereby to which it is, or is specified to be, a party will after the Closing constitute, assuming due and valid authorization, execution and delivery thereof by PEGC I OP and other parties thereto, such Contributed Company’s the legal, valid and binding obligationobligation of GrafTech, Parent and each Merger Sub, as applicable, enforceable against such Contributed Company each of GrafTech, Parent and each Merger Sub in accordance with its terms, except as to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, Laws affecting the enforcement of creditors’ rights generally or and by general equitable principles (of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity or at Law)equity.

Authority; Execution and Delivery; Enforceability. Each Contributed The Company has the requisite power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is, or is specified to will be, a party and and, subject to the Company Stockholder Approvals, to consummate the Transactions to which it is, or is specified to will be, a party. The execution and delivery by the Company of this Agreement and each Contributed Company of the Ancillary Agreements to which it is, or is specified to will be, a party and the consummation by such Contributed the Company of the Transactions to which it is, or is specified to will be, a party have been duly authorized by all necessary corporate, limited liability company company, partnership or partnership other comparable actions by such Contributed the Company, subject to receipt of the Company Stockholder Approvals. Each Contributed This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting the enforcement of creditors’ rights generally or by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law). The Company at or before the Closing will have duly executed and delivered each Ancillary Agreement to which it isis contemplated, or is specified pursuant to bethis Agreement, to be a party and each Ancillary Agreement to which it isis contemplated, or is specified pursuant to bethis Agreement, to be a party will after the Closing constitute, assuming due and valid authorization, execution and delivery thereof by PEGC I OP and the other parties thereto, such Contributed the Company’s legal, valid and binding obligation, enforceable against such Contributed the Company in accordance with its terms, except as limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting the enforcement of creditors’ rights generally or by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at Lawlaw).

Authority; Execution and Delivery; Enforceability. Each Contributed Company has the requisite power The execution, delivery and authority to execute and deliver the Ancillary Agreements to which it is, or is specified to be, a party and to consummate the Transactions to which it is, or is specified to be, a party. The execution and delivery performance by each Contributed Company Seller of the Ancillary Agreements to which it is, or is specified to be, a party this Agreement and the consummation by such Contributed Company the Selling Entities of the Transactions to which it is, or is specified to be, a party transactions contemplated hereby have been duly authorized by all necessary corporate, limited liability company corporate or partnership actions by such Contributed Companyother organizational action. Each Contributed Company at or before the Closing will have Seller has duly executed and delivered each Ancillary Agreement to which it isthis Agreement, or is specified to be, a party and each Ancillary Agreement to which it is, or is specified to be, a party will after the Closing constitutethis Agreement, assuming the due and valid authorization, execution and delivery thereof of this Agreement by PEGC I OP and other parties theretoPurchaser, such Contributed Company’s constitutes its legal, valid and binding obligation, enforceable against such Contributed Company it in accordance with its terms, except as limited by subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Laws relating to or other similar Laws, now or hereafter in effect, affecting the enforcement of creditors’ rights generally or by and general equitable principles (regardless of whether enforceability is considered in a proceeding Proceeding in equity or at Law) (the “Bankruptcy Exceptions”). The execution, delivery and performance by the Selling Entities of each other Transaction Agreement to which it is or will be party and the consummation by the Selling Entities of the Transactions have been, or will be at the Closing, duly authorized by all necessary corporate or other organizational action. Each Selling Entity has, or will have at the Closing, duly executed and delivered each other Transaction Agreement to which it is or will be party, and each such Transaction Agreement, assuming the due authorization, execution and delivery of each such Transaction Agreement by Purchaser or its Affiliate, constitutes or will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the Bankruptcy Exceptions.

Authority; Execution and Delivery; Enforceability. Each Contributed Company Purchaser has the all requisite power and authority to execute and deliver this Agreement and each of the Ancillary Agreements other Transaction Documents to which it isis a party, or is specified to beperform its obligations hereunder and thereunder, a party and to consummate the Transactions transactions contemplated hereby and thereby. Purchaser has duly and validly authorized by all corporate action on its part the execution and delivery of this Agreement and any other Transaction Document to which it isis a party, or the performance of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby. Purchaser has duly and validly executed and delivered this Agreement and, immediately prior to the Closing, Purchaser shall have duly and validly executed and delivered any other Transaction Documents to which it is specified to be, a party. The execution Assuming due authorization, execution, and delivery of this Agreement and each other Transaction Document by each Contributed Company of the Ancillary Agreements to which it isparty hereto and thereto, or is specified to bethis Agreement constitutes and, a party and the consummation by such Contributed Company of the Transactions to which it is, or is specified to be, a party have been duly authorized by all necessary corporate, limited liability company or partnership actions by such Contributed Company. Each Contributed Company at or before the Closing will have duly when executed and delivered delivered, each Ancillary Agreement to which it is, or is specified to be, other Transaction Document will constitute a party and each Ancillary Agreement to which it is, or is specified to be, a party will after the Closing constitute, assuming due and valid authorization, execution and delivery thereof by PEGC I OP and other parties thereto, such Contributed Company’s legal, valid and binding obligationobligation of Purchaser to the extent party thereto, enforceable against such Contributed Company Purchaser to the extent party thereto in accordance with its their respective terms, except as enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, laws now or hereafter hereinafter in effect, effect affecting the enforcement of creditors’ rights generally or by generally, and (b) general equitable principles of equity (regardless of whether enforceability is considered both in a proceeding in equity or at Lawlaw and equity).

Authority; Execution and Delivery; Enforceability. Each Contributed References to the Company in this Section 3.03 shall not include the Subsidiary. The Company has the requisite full power and authority to execute this Agreement and deliver the Ancillary Agreements to which it is, or is specified to be, a party party, and to consummate the Transactions to which it is, or is specified to be, a partyMerger and the other transactions contemplated hereby and thereby. The execution and delivery by each Contributed the Company of this Agreement and the Ancillary Agreements to which it is, or is specified to be, a party and the consummation by such Contributed the Company of the Transactions to which it is, or is specified to be, a party Merger and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate, limited liability company or partnership actions by such Contributed Companycorporate action. Each Contributed The Company at or before 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 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, assuming due and valid authorization, execution and delivery thereof by PEGC I OP and other parties thereto, such Contributed Company’s its legal, valid and binding obligation, enforceable against such Contributed Company it in accordance with its terms, except as limited by subject to the effect, if any, of (i) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar Laws, now laws relating to or hereafter in effect, affecting the enforcement rights or remedies of creditors’ rights generally or by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at Law).creditors or

Authority; Execution and Delivery; Enforceability. Each Contributed Company of the Parent, AIFI, AMI and ADI has the requisite full power and authority to execute this Agreement and deliver the Ancillary Agreements documents to be executed in connection herewith to which it is, or is specified to be, a party and to consummate the Transactions to which it is, or is specified to be, a partytransactions contemplated hereby and thereby. The execution and delivery by each Contributed Company of the Ancillary Agreements Parent, AIFI, AMI and ADI of this Agreement and the documents to executed in connection herewith to which it is, or is specified to be, a party and the consummation by such Contributed Company the Parent, AIFI, AMI and ADI of the Transactions transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action. Each of the Parent, AIFI, AMI and ADI has duly executed and delivered this Agreement and, prior to the Closing, will have duly executed and delivered each of the documents to be executed in connection herewith to which it is, or is specified to be, a party have been duly authorized by all necessary corporateparty, limited liability company or partnership actions by such Contributed Company. Each Contributed Company at or before the Closing will have duly executed and delivered each Ancillary this Agreement to which it isconstitutes, or is specified to be, a party and each Ancillary Agreement of the documents to be executed in connection herewith to which it is, or is specified to be, a party will after the Closing constitute, assuming due and valid authorization, execution and delivery thereof by PEGC I OP and other parties thereto, such Contributed Company’s its legal, valid and binding obligation, enforceable against such Contributed Company it in accordance with its terms, except as limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or other similar Laws, now or hereafter in effect, affecting the enforcement of creditors’ ' rights generally or by and to general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at Law)principles.

Authority; Execution and Delivery; Enforceability. Each Contributed The Company has the all requisite corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements Related Documents to which it is, or is specified to be, will be a party and to consummate the Transactions to which it is, or is specified to be, a partytransactions contemplated hereby and thereby. The execution and delivery by each Contributed the Company of this Agreement has been, and in the Ancillary Agreements case of the Related Documents to which it is, or is specified to be, will be a party will be when delivered, and the consummation by such Contributed Company of the Transactions transactions contemplated hereby has been, and the consummation of the transactions contemplated by the Related Documents to which it iswill be a party will be when delivered, or is specified duly authorized by all requisite corporate action on the part of the Company. This Agreement has been, and upon its execution and delivery each of the Related Documents to which the Company will be a party will be, duly and validly executed and delivered by the Company. This Agreement constitutes, and upon its execution and delivery each of the Related Documents to which the Company will be a party will constitute, assuming that this Agreement and each of the Related Documents to which Purchaser will be a party have been duly authorized by all necessary corporateauthorized, limited liability company or partnership actions by such Contributed Company. Each Contributed Company at or before the Closing will have duly executed and delivered each Ancillary Agreement to which it is, or is specified to beby Purchaser, a party and each Ancillary Agreement to which it is, or is specified to be, a party will after the Closing constitute, assuming due and valid authorization, execution and delivery thereof by PEGC I OP and other parties thereto, such Contributed Company’s legal, valid and binding obligationobligation of the Company, enforceable against such Contributed Company it in accordance with its terms, except as limited by in each case subject to applicable bankruptcy, insolvency, reorganization, moratorium or other and similar Laws, now or hereafter in effect, Laws affecting the enforcement of creditors’ rights and remedies generally or by and subject to general equitable principles of equity (regardless of whether enforceability is considered in a proceeding in equity at law or at Lawequity).