Common use of Authority; Execution and Delivery Clause in Contracts

Authority; Execution and Delivery. Enforceability‌ (a) Seller has all requisite power and authority to execute each of the Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of each Transaction Document to which it is a party and the consummation by Seller of the transactions contemplated hereby and thereby has been duly authorized by all necessary [limited liability company/corporate] action on the part of Seller. Seller has duly executed and delivered each Transaction Document to which it is a party, and each Transaction Document to which it is a party constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect that affect creditors’ rights generally and by legal and equitable limitations on the availability of specific remedies. (b) The Managing Member(s) of Seller, acting by written consent in lieu of meeting and executed as of unanimously adopted resolutions approving this Agreement, the other Transaction Documents and in accordance with Seller’s organizational documents and the [APPLICABLE STATE ORGANIZATIONAL LAWS]. (c) Other than approvals or votes that are required pursuant to [STATE ORGANIZATIONAL LAW] that are required to effect and consummate the Initial Closing and the Closing in accordance with Seller’s Organizational Documents and the [STATE ORGANIZATIONAL LAW], no other vote of the Membership with respect to any of the Membership Interests is required under applicable Law or otherwise in connection with Seller’s execution and delivery of this Agreement, the other Transaction Documents or the consummation of the transactions contemplated hereby and thereby.

Authority; Execution and Delivery. Enforceability‌ (a) Such Seller has all requisite power the full power, capacity and authority to enter into this Agreement and execute each the Stockholder Consent (as defined in Section 12.15(a)) (to the extent such Seller is a signatory thereto) and to sell such Seller's Shares in accordance with the terms hereof sufficient to convey to Buyer good, valid and marketable title to said Seller's Shares, free and clear of any Encumbrances, except (i) restrictions on transfer under applicable Securities Laws and (ii) restrictions on transfer contained in Sections 3 and 5 of the Transaction Documents Stockholders' Agreement. This Agreement and the Stockholder Consent (to which it the extent such Seller is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of each Transaction Document to which it is a party signatory thereto) have been, and the consummation by Seller Stockholders' Agreement and Custody Agreement (in the case of the transactions contemplated hereby and thereby has been duly authorized by all necessary [limited liability company/corporate] action on the part of an Additional Seller. Seller has duly ) will be, when executed and delivered each Transaction Document to which it is a partyby such Seller, duly authorized, executed and each Transaction Document to which it is a party constitutes its delivered by such Seller and constitute the legal, valid and binding obligationobligations of such Seller, enforceable against it such Seller in accordance with its terms their terms, except as such enforceability (i) the enforcement hereof or thereof may be limited by (A) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally or (B) equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenses and (ii) to the extent indemnification provisions contained in this Agreement or the Stockholders' Agreement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect that affect creditors’ rights generally and by legal and equitable limitations on the availability of specific remediesSecurities Laws. (b) The Managing Member(s) of Seller, acting by written consent in lieu of meeting and executed as of unanimously adopted resolutions approving this Agreement, the other Transaction Documents and in accordance with Seller’s organizational documents and the [APPLICABLE STATE ORGANIZATIONAL LAWS]. (c) Other than approvals or votes that are required pursuant to [STATE ORGANIZATIONAL LAW] that are required to effect and consummate the Initial Closing and the Closing in accordance with Seller’s Organizational Documents and the [STATE ORGANIZATIONAL LAW], no other vote of the Membership with respect to any of the Membership Interests is required under applicable Law or otherwise in connection with Seller’s execution and delivery of this Agreement, the other Transaction Documents or the consummation of the transactions contemplated hereby and thereby.

Authority; Execution and Delivery. Enforceability‌ (a) Seller EQBK has all requisite the full corporate power and authority to execute each of the Transaction Documents to which it is a party and deliver this Agreement and to consummate the transactions contemplated hereby herein. EQBK has taken all action necessary to authorize the execution, delivery and thereby. The execution and delivery by Seller (provided the required regulatory approvals are obtained) performance of each Transaction Document to which it is a party this Agreement and the consummation by Seller of the transactions other agreements and documents contemplated hereby and thereby has been duly authorized by all necessary [limited liability company/corporate] action on the part of Seller. Seller has duly executed and delivered each Transaction Document to which it is a party. This Agreement has been, and the other agreements and documents contemplated hereby, have been or at Closing will be, duly executed by EQBK, and each Transaction Document constitutes the legal, valid and binding obligation of EQBK, enforceable in accordance with its respective terms and conditions, except as enforceability may be limited by the Bankruptcy Exception. (b) Merger Sub has the full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herein. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly approved by the board of directors of Merger Sub. Merger Sub has taken all action necessary to authorize the execution, delivery and (provided the required regulatory approvals are subsequently obtained) performance of this Agreement and the other agreements and documents contemplated hereby to which it is a party party. At or prior to the date hereof, the sole shareholder of Merger Sub has (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interest of the sole shareholder of Merger Sub, and (ii) approved and adopted this Agreement and the transactions contemplated by this Agreement, including the Merger, and such approval and adoption is the only approval of holders of any class of securities of Merger Sub which is required to adopt this Agreement and effect the transactions contemplated hereby. This Agreement has been, and the other agreements and documents contemplated hereby, have been or at Closing will be, duly executed by Merger Sub, and each constitutes its the legal, valid and binding obligationobligation of Merger Sub, enforceable against it in accordance with its respective terms and conditions, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect that affect creditors’ rights generally and by legal and equitable limitations on the availability of specific remediesBankruptcy Exception. (b) The Managing Member(s) of Seller, acting by written consent in lieu of meeting and executed as of unanimously adopted resolutions approving this Agreement, the other Transaction Documents and in accordance with Seller’s organizational documents and the [APPLICABLE STATE ORGANIZATIONAL LAWS]. (c) Other than approvals or votes that are required pursuant to [STATE ORGANIZATIONAL LAW] that are required to effect and consummate the Initial Closing and the Closing in accordance with Seller’s Organizational Documents and the [STATE ORGANIZATIONAL LAW], no other vote of the Membership with respect to any of the Membership Interests is required under applicable Law or otherwise in connection with Seller’s execution and delivery of this Agreement, the other Transaction Documents or the consummation of the transactions contemplated hereby and thereby.

Authority; Execution and Delivery. Enforceability‌ (a) Seller has all requisite power The execution, delivery and authority to execute each performance by the Acquirers of the Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of each Transaction Document to which it is a party their respective obligations under this Agreement and the consummation by Seller of the transactions contemplated hereby hereby, for each of the Acquirers that are limited partnerships, (x) are within such Acquirer's partnership power and thereby has authority and have been duly authorized by all necessary [limited liability company/corporate] partnership action on the part of Sellersuch Acquirer and (y) do not conflict with or contravene the terms of such Acquirer's certificate of formation, limited partnership agreement, or any amendment thereof. Seller has The Acquirers that are not limited partnerships each have the requisite legal capacity and power and authority to enter into this Agreement and to consummate each of the transactions and perform each of the obligations contemplated hereby. To the Knowledge of each Acquirer, the execution, delivery and performance by the Acquirers of their respective obligations under this Agreement and the consummation of the transactions contemplated hereby will not (i) violate, conflict with or result in any material breach or contravention of conflict with or result in a violation or breach of or default under any agreement, indenture or other instrument under which such Acquirer is bound, other than such conflicts, breaches, violations or defaults that would not have a material adverse effect on the financial condition of such Acquirer or on the ability of the parties hereto to consummate the transactions contemplated by this Agreement, or (ii) violate or conflict with any law, rule or regulation applicable to such Acquirer except where such violation or conflict would not have a material adverse effect on the financial condition of the Acquirer or on the ability of the parties hereto to consummate the transactions contemplated by this Agreement. (b) The Acquirers have each duly executed and delivered each Transaction Document to which it is a party, and each Transaction Document to which it is a party this Agreement. This Agreement constitutes its the legal, valid and binding obligationobligation of the Acquirers, enforceable against it each of the Acquirers (as same may be applicable to such Acquirer) in accordance with its terms terms, except as to the extent that such enforceability may be limited by is subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium or and other similar laws from time to time in effect that affect creditors’ rights generally and by legal and equitable limitations on the availability of specific remedies. (b) The Managing Member(s) of Seller, acting by written consent in lieu of meeting and executed as of unanimously adopted resolutions approving this Agreement, the other Transaction Documents and in accordance with Seller’s organizational documents and the [APPLICABLE STATE ORGANIZATIONAL LAWS]. (c) Other than approvals or votes that are required pursuant to [STATE ORGANIZATIONAL LAW] that are required to effect and consummate the Initial Closing and the Closing in accordance with Seller’s Organizational Documents and the [STATE ORGANIZATIONAL LAW], no other vote of the Membership general application with respect to any creditors, (ii) general principles of equity and (iii) the Membership Interests is required under applicable Law or otherwise in connection with Seller’s execution and delivery power of this Agreement, the other Transaction Documents or the consummation a court to deny enforcement of the transactions contemplated hereby and therebyremedies generally based upon public policy.

Authority; Execution and Delivery. Enforceability‌Enforceability (a) Seller has all requisite power and authority to execute each of the Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and each Transaction Document to which it is a party and the consummation by Seller of the transactions contemplated hereby and thereby has been duly authorized by all necessary [limited liability company/corporate] action on the part of Seller. Seller has duly executed and delivered each Transaction Document to which it is a party, and each Transaction Document to which it is a party constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect that affect creditors’ rights generally and by legal and equitable limitations on the availability of specific remedies. (b) The [Managing Member(s) )] of Seller, acting by written consent in lieu of meeting and executed as of unanimously adopted resolutions approving this Agreement, the other Transaction Documents and in accordance with Seller’s organizational documents and the [APPLICABLE STATE ORGANIZATIONAL LAWS].LAWS].‌ (c) Other than approvals or votes that are required pursuant to [STATE ORGANIZATIONAL LAW] that are required to effect and consummate the Initial Closing and the Closing in accordance with Seller’s Organizational Documents and the [STATE ORGANIZATIONAL LAW], no other vote of the Membership with respect to any of the [Membership Interests Interests] is required under applicable Law or otherwise in connection with Seller’s execution and delivery of this Agreement, the other Transaction Documents or the consummation of the transactions contemplated hereby and thereby.

Authority; Execution and Delivery. Enforceability‌Enforceability (a) Seller has all requisite power and authority to execute each of the Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of each Transaction Document to which it is a party and the consummation by Seller of the transactions contemplated hereby and thereby has been duly authorized by all necessary [limited liability company/corporate] action on the part of Seller. Seller has duly executed and delivered each Transaction Document to which it is a party, and each Transaction Document to which it is a party constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect that affect creditors’ rights generally and by legal and equitable limitations on the availability of specific remedies. (b) The Managing Member(s) of Seller, acting by written consent in lieu of meeting and executed as of unanimously adopted resolutions approving this Agreement, the other Transaction Documents and in accordance with Seller’s organizational documents and the [APPLICABLE STATE ORGANIZATIONAL LAWS]. (c) Other than approvals or votes that are required pursuant to [STATE ORGANIZATIONAL LAW] that are required to effect and consummate the Initial Closing and the Closing in accordance with Seller’s Organizational Documents and the [STATE ORGANIZATIONAL LAW], no other vote of the Membership with respect to any of the Membership Interests is required under applicable Law or otherwise in connection with Seller’s execution and delivery of this Agreement, the other Transaction Documents or the consummation of the transactions contemplated hereby and thereby.

Authority; Execution and Delivery. Enforceability‌ (a) Seller has Requisite Consents, Nonviolation Interactive and the Subsidiary have, and as of the Closing will have, all requisite power and authority to execute execute, deliver and perform this Agreement and each other document or instrument executed by them, or any of their officers, in connection herewith or pursuant hereto (this Agreement, together with all of the Transaction Documents foregoing documents and instruments, are sometimes collectively referred to which it is a party herein as the "Interactive Documents"), and to consummate the transactions contemplated hereby and therebyhereby. The execution execution, delivery and delivery by Seller performance of each Transaction Document to which it is a party this Agreement and the consummation by Seller of the transactions contemplated hereby and thereby has been duly authorized by all necessary [limited liability company/corporate] action on the part of Seller. Seller has duly executed and delivered each Transaction Document to which it is a party, and each Transaction Document to which it is a party constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect that affect creditors’ rights generally and by legal and equitable limitations on the availability of specific remedies. (b) The Managing Member(s) of Seller, acting by written consent in lieu of meeting and executed as of unanimously adopted resolutions approving this Agreement, the other Transaction Interactive Documents and in accordance with Seller’s organizational documents and the [APPLICABLE STATE ORGANIZATIONAL LAWS]. (c) Other than approvals or votes that are required pursuant to [STATE ORGANIZATIONAL LAW] that are required to effect and consummate the Initial Closing and the Closing in accordance with Seller’s Organizational Documents and the [STATE ORGANIZATIONAL LAW], no other vote of the Membership with respect to any of the Membership Interests is required under applicable Law or otherwise in connection with Seller’s execution and delivery of this Agreement, the other Transaction Documents or the consummation of the transactions contemplated hereby and therebythereby have been duly and validly authorized by all necessary action on the part of Interactive and the Subsidiary. This Agreement and each of the other Interactive Documents that has been executed as of the date hereof is, and each of the Interactive Documents will be as of the Closing, duly executed and delivered by Interactive and the Subsidiary, and constitute the legal, valid and binding obligation of Interactive and the Subsidiary, enforceable against Interactive and the Subsidiary in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws affecting the enforceability of creditors' rights in general or by general principles of equity. The execution, delivery and performance of this Agreement and the other Interactive Documents, and the consummation by Interactive and the Subsidiary of the transactions contemplated hereby and thereby will not (a) require the consent, license, permit, waiver, approval, authorization or other action of, by or with respect to, or registration, declaration or filing with, any court or governmental authority, department, commission, board, arbitrator, bureau, agency or instrumentality, domestic or foreign ("Governmental Authority") or any other individual, partnership, corporation, unincorporated organization or association, limited liability company, trust or other entity (collectively, a "Person"); (b) violate or conflict with any provision of the Certificate of Incorporation or of the By-Laws of Interactive or the Subsidiary as in effect immediately prior to the execution and delivery of this Agreement; or (c) constitute a default under (with or without notice or lapse of time or both), violate or conflict with, give rise to a right of termination, cancellation, acceleration or modification under or result in a loss of a material benefit under, any Law (as defined in Section 2.14 below), Interactive Scheduled Contract (as defined in Section 2.8 below), rights relating to Intellectual Property (as defined in Section 2.9 below), Permit (as defined in Section 2.14 below) or Order (as defined in Section 2.13 below) to which Interactive or the Subsidiary is a party or by which Interactive, the Subsidiary, or their properties are bound.

Authority; Execution and Delivery. Enforceability‌Enforceability. (a) Seller Subject to the board approvals described in this Section -------------- 3.02, each of such Parent Party and its Affiliates has all requisite full corporate, partnership or limited liability company power and authority to execute each of and deliver the Initial Transaction Documents to which it is or will be a party and to consummate the transactions contemplated hereby and therebyTransactions to be consummated by it thereunder. The execution and delivery by Seller each of each such Parent Party and its Affiliates of the Initial Transaction Document Documents to which it is or will be a party and the consummation by Seller of the transactions contemplated hereby and thereby has Transactions to be consummated by it thereunder will have been duly authorized by all necessary [corporate, partnership or limited liability company/corporate] company action on upon the part approval of Sellerthe Transactions by the Supervisory Board, the Board of Directors of Bayer Corp. or the Lyondell Board of Directors, as applicable. Seller has When executed and delivered by it (assuming the approval of each of the Supervisory Board, the Board of Directors of Bayer Corp. and the Lyondell Board of Directors), each of such Parent Party and its Affiliates will have duly executed and delivered each Initial Transaction Document to which it is a party, and each such Initial Transaction Document to which it is a (assuming the due authorization, execution and delivery by each other party constitutes thereto) will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms terms, except (x) as such the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium insolvency or similar laws from time to time in effect that affect affecting creditors’ ' rights generally and by legal and equitable limitations on (y) the availability of specific remediesequitable remedies may be limited by equitable principles of general applicability (which principles may include implied duties of good faith and fair dealing). (b) The Managing Member(s) Each of Seller, acting by written consent in lieu of meeting such Parent Party and executed its Affiliates will have as of unanimously adopted resolutions approving this Agreementthe Closing Date full corporate, partnership or limited liability company power and authority to execute each of the other Closing Date Transaction Documents to which it is a party and in accordance with Seller’s organizational documents and the [APPLICABLE STATE ORGANIZATIONAL LAWS]. (c) Other than approvals or votes that are required pursuant to [STATE ORGANIZATIONAL LAW] that are required to effect and consummate the Initial Closing and the Closing in accordance with Seller’s Organizational Documents and the [STATE ORGANIZATIONAL LAW], no other vote of the Membership with respect Transactions to any of the Membership Interests is required under applicable Law or otherwise in connection with Seller’s be consummated by it thereunder. The execution and delivery by each of this Agreement, such Parent Party and its Affiliates of each of the other Closing Date Transaction Documents or to which it will be a party and the consummation of the transactions contemplated hereby Transactions to be consummated by it thereunder will have been duly authorized by all necessary corporate, partnership or limited liability company action. Each of such Parent Party and therebyits Affiliates as of the Closing Date will have duly executed and delivered each Closing Date Transaction Document to which it is a party, and each Closing Date Transaction Document (assuming the due authorization, execution and delivery by each other party thereto) will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, except (x) as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (y) the availability of equitable remedies may be limited by equitable principles of general applicability (which principles may include implied duties of good faith and fair dealing).