Common use of Authority; Execution; Enforceability Clause in Contracts

Authority; Execution; Enforceability. (a) The Company has the requisite limited liability company power and authority to execute and deliver this Agreement and each other agreement, document, instrument or certificate expressly contemplated by this Agreement to be executed in connection with the transactions contemplated hereby (the “Ancillary Documents”) to which the Company is or will be a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the Ancillary Documents to which the Company is or will be a party and the performance by the Company of its obligations hereunder and thereunder have been duly authorized by all necessary limited liability company action on the part of the Company and no other proceeding or vote (including by its equityholders) on the part of the Company is necessary to authorize this Agreement and each of the Ancillary Documents to which the Company is or will be a party or to consummate the transactions contemplated hereby or thereby. (b) This Agreement has been (and each of the Ancillary Documents to which the Company is or will be a party will be at or prior to the Closing will be) duly executed and delivered by the Company and constitutes (or, in the case of the Ancillary Documents, are or will constitute when executed) a valid, legal and binding agreement of the Company (assuming that this Agreement has been and the Ancillary Documents to which the Company is a party will be duly and validly authorized, executed and delivered by the other Persons party thereto at or prior to the Closing), enforceable against the Company in accordance with their respective terms, subject to the Remedies Exception. (c) Blocker Corp has the requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which Blocker Corp is or will be a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the Ancillary Documents to which Blocker Corp is or will be a party and the performance by Blocker Corp of its obligations hereunder and thereunder have been duly authorized by all necessary corporate action on the part of Blocker Corp and no other proceeding or vote (including by its equityholders) on the part of Blocker Corp is necessary to authorize this Agreement and each of the Ancillary Documents to which Blocker Corp is or will be a party or to consummate the transactions contemplated hereby or thereby. (d) This Agreement has been (and each of the Ancillary Documents to which the Blocker Corp is or will be a party will be at or prior to the Closing) duly executed and delivered by Blocker Corp and constitutes (or, in the case of the Ancillary Documents, are or will constitute when executed) a valid, legal and binding agreement of Blocker Corp (assuming that this Agreement has been and the Ancillary Documents to which Blocker Corp is a party will be duly and validly authorized, executed and delivered by the other Persons party thereto at or prior to the Closing), enforceable against Blocker Corp in accordance with their respective terms, subject to the Remedies Exception.

Authority; Execution; Enforceability. (a) The Company Each Blocker Seller has the all requisite limited liability company power and authority to execute and deliver this Agreement and each other agreement, document, instrument or certificate expressly contemplated by this Agreement to be executed in connection with the transactions contemplated hereby (the “Ancillary Documents”) Document to which the Company such Blocker Seller is or will be a party party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the Ancillary Documents to which the Company is or will be Blocker Sellers are a party and the performance by the Company Blocker Sellers of its their respective obligations hereunder and thereunder have been duly and validly authorized by all necessary limited liability company action on the part of the Company Blocker Sellers and no other proceeding or vote (including by proceedings on its equityholders) on the part of the Company is party are necessary to authorize the execution, delivery or performance of this Agreement and each of or the Ancillary Documents to which the Company is or will be a party or to consummate the transactions contemplated hereby or therebyDocuments. (b) This Agreement has been (and each of the Ancillary Documents to which the Company such Blocker Seller is or will be a party will be at or prior to the Closing will beClosing) duly executed and delivered by the Company such Blocker Seller and constitutes (or, in the case of the Ancillary DocumentsDocuments to which such Blocker Seller is a party, are or will constitute when executed) a valid, legal and binding agreement of the Company such Blocker Seller (assuming that this Agreement has been and the Ancillary Documents to which the Company such Blocker Seller is a party will be duly and validly authorized, executed and delivered by the other Persons party thereto at or prior to the Closing), enforceable against the Company such Blocker Seller in accordance with their respective terms, except (i) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generally and (ii) that the availability of equitable remedies, including specific performance, is subject to the Remedies Exceptiondiscretion of the court before which any proceeding thereof may be brought. (c) Each Blocker Corp Entity has the all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which Blocker Corp it is or will be a party party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the Ancillary Documents to which a Blocker Corp Entity is or will be a party and the performance by Blocker Corp it of its obligations hereunder and thereunder have been duly and validly authorized by all necessary corporate action on the part of such Blocker Corp Entity and no other proceeding or vote (including by proceedings on its equityholders) on the part of Blocker Corp is party are necessary to authorize the execution, delivery or performance of this Agreement and each of or the Ancillary Documents to which Blocker Corp is or will be a party or to consummate the transactions contemplated hereby or therebyDocuments. (d) This Agreement has been (and each of the The Ancillary Documents to which the any Blocker Corp Entity is or will be a party will be at or prior to the Closing) Closing duly executed and delivered by such Blocker Corp Entity and constitutes (or, in the case of the Ancillary Documents, are or will constitute when executed) executed a valid, legal and binding agreement of such Blocker Corp Entity (assuming that this Agreement has been and the Ancillary Documents to which Blocker Corp is a party will be duly and validly authorized, executed and delivered by the other Persons party thereto at or prior to the Closing), enforceable against such Blocker Corp Entity in accordance with their respective terms, except (i) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generally and (ii) that the availability of equitable remedies, including specific performance, is subject to the Remedies Exceptiondiscretion of the court before which any proceeding thereof may be brought.

Authority; Execution; Enforceability. (a) The Company has the requisite limited liability company power and authority to execute and deliver this Agreement and each other agreement, document, instrument or certificate expressly contemplated by this Agreement to be executed in connection with the transactions contemplated hereby (the “Ancillary Documents”) Document to which the Company is or will be a party and and, subject to receiving the Written Consent, to consummate the transactions contemplated hereby and thereby. The Subject to receiving the Written Consent, the execution and delivery of this Agreement and each of the Ancillary Documents to which the Company is or will be a party and the performance by the Company of its obligations hereunder and thereunder have been duly authorized by all necessary limited liability company action on the part of the Company Company. (b) The Blocker Corp has the requisite corporate power and no other proceeding or vote (including by its equityholders) on authority to execute and deliver this Agreement and each Ancillary Document to which Blocker Corp is a party and, subject to receiving the part Blocker Written Consent, to consummate the transactions contemplated hereby and thereby. Subject to receiving the Blocker Written Consent, the execution and delivery of the Company is necessary to authorize this Agreement and each of the Ancillary Documents to which the Company Blocker Corp is or will be a party or to consummate and the transactions contemplated hereby or thereby.performance by Blocker Corp of its obligations hereunder and thereunder have been duly authorized by all necessary corporate action on the part of Blocker Corp. (bc) This Agreement has been (and each of the Ancillary Documents to which the Company is or will be a party will be at or prior to the Closing will beClosing) duly executed and delivered by the Company and constitutes (or, in the case of the Ancillary Documents, are or will constitute when executed) a valid, legal and binding agreement of the Company (assuming that this Agreement has been and the Ancillary Documents to which the Company is a party will be duly and validly authorized, executed and delivered by the other Persons party thereto at or prior to the Closing), enforceable against the Company in accordance with their respective terms, except (i) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generally and (ii) that the availability of equitable remedies, including specific performance, is subject to the Remedies Exception. (c) Blocker Corp has the requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which Blocker Corp is or will be a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each discretion of the Ancillary Documents to court before which Blocker Corp is or will any proceeding thereof may be a party and brought (the performance by Blocker Corp of its obligations hereunder and thereunder have been duly authorized by all necessary corporate action on the part of Blocker Corp and no other proceeding or vote (including by its equityholders) on the part of Blocker Corp is necessary to authorize this Agreement and each of the Ancillary Documents to which Blocker Corp is or will be a party or to consummate the transactions contemplated hereby or thereby“Enforceability Exceptions”). (d) This Agreement has been (and each of the Ancillary Documents to which the Blocker Corp is or will be a party will be at or prior to the Closing) duly executed and delivered by Blocker Corp and constitutes (or, in the case of the Ancillary Documents, are or will constitute when executed) a valid, legal and binding agreement of Blocker Corp (assuming that this Agreement has been and the Ancillary Documents to which Blocker Corp is a party will be duly and validly authorized, executed and delivered by the other Persons party thereto at or prior to the Closing), enforceable against Blocker Corp in accordance with their respective terms, subject to the Remedies ExceptionEnforceability Exceptions.

Authority; Execution; Enforceability. (a) The Such Company Seller has the all requisite limited liability company power and authority to execute and deliver this Agreement and each other agreement, document, instrument or certificate expressly contemplated by this Agreement to be executed in connection with the transactions contemplated hereby (the “Ancillary Documents”) Document to which the such Company Seller is or will be a party party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the Ancillary Documents to which the such Company Seller is or will be a party and the performance by the such Company Seller of its obligations hereunder and thereunder have been duly and validly authorized by all necessary limited liability company action on the part of the such Company Seller and no other proceeding or vote (including by proceedings on its equityholders) on the part of the Company is party are necessary to authorize the execution, delivery or performance of this Agreement and each of or the Ancillary Documents to which the Company is or will be a party or to consummate the transactions contemplated hereby or therebyDocuments. (b) This Agreement has been (and each of the Ancillary Documents to which the such Company is or Seller will be a party when executed and delivered will be at or prior to the Closing will behave been) duly executed and delivered by the such Company Seller and constitutes (or, in the case of the Ancillary DocumentsDocuments to which such Company Seller is a party, are or will constitute when executed) a valid, legal and binding agreement of the such Company Seller (assuming that this Agreement has been and the Ancillary Documents to which the such Company Seller is a party will be duly and validly authorized, executed and delivered by the other Persons party thereto at or prior to the Closing), enforceable against the such Company Seller in accordance with their respective terms, except (i) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generally and (ii) that the availability of equitable remedies, including specific performance, is subject to the Remedies Exception. (c) Blocker Corp has the requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which Blocker Corp is or will be a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each discretion of the Ancillary Documents to court before which Blocker Corp is or will any proceeding thereof may be a party and the performance by Blocker Corp of its obligations hereunder and thereunder have been duly authorized by all necessary corporate action on the part of Blocker Corp and no other proceeding or vote (including by its equityholders) on the part of Blocker Corp is necessary to authorize this Agreement and each of the Ancillary Documents to which Blocker Corp is or will be a party or to consummate the transactions contemplated hereby or therebybrought. (d) This Agreement has been (and each of the Ancillary Documents to which the Blocker Corp is or will be a party will be at or prior to the Closing) duly executed and delivered by Blocker Corp and constitutes (or, in the case of the Ancillary Documents, are or will constitute when executed) a valid, legal and binding agreement of Blocker Corp (assuming that this Agreement has been and the Ancillary Documents to which Blocker Corp is a party will be duly and validly authorized, executed and delivered by the other Persons party thereto at or prior to the Closing), enforceable against Blocker Corp in accordance with their respective terms, subject to the Remedies Exception.

Authority; Execution; Enforceability. (a) The Company has the requisite limited liability company power and authority to execute and deliver this Agreement and each other agreement, document, instrument or certificate expressly contemplated by this Agreement to be executed in connection with the transactions contemplated hereby (the “Ancillary Documents”) to which the Company is or will be a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the Ancillary Documents to which the Company is or will be a party and the performance by the Company of its obligations hereunder and thereunder have been duly authorized by all necessary limited liability company action on the part of the Company and no other proceeding or vote (including by its equityholders) on the part of the Company is necessary to authorize this Agreement and each of the Ancillary Documents to which the Company is or will be a party or to consummate the transactions contemplated hereby or thereby. (b) This Agreement has been (and each of the Ancillary Documents to which the Company is or will be a party will be at or prior to the Closing will be) duly executed and delivered by the Company and constitutes (or, in the case of the Ancillary Documents, are or will constitute when executed) a valid, legal and binding agreement of the Company (assuming that this Agreement has been and the Ancillary Documents to which the Company is a party will be duly and validly authorized, executed and delivered by the other Persons party thereto at or prior to the Closing), enforceable against the Company in accordance with their respective terms, subject to the Remedies Exception. (c) Blocker Corp has the requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which Blocker Corp is or will be a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the Ancillary Documents to which Blocker Corp is or will be a party and the performance by Blocker Corp of its obligations hereunder and thereunder have been duly authorized by all necessary corporate action on the part of Blocker Corp and no other proceeding or vote (including by its equityholders) on the part of Blocker Corp is necessary to authorize this Agreement and each of the Ancillary Documents to which Blocker Corp is or will be a party or to consummate the transactions contemplated hereby or thereby. (d) This Agreement has been (and each of the Ancillary Documents to which the Blocker Corp is or will be a party will be at or prior to the Closing) duly executed and delivered by Blocker Corp and constitutes (or, in the case of the Ancillary Documents, are or will constitute when executed) a valid, legal and binding agreement of Blocker Corp (assuming that this Agreement has been and the Ancillary Documents to which Blocker Corp is a party will be duly and validly authorized, executed and delivered by the other Persons party thereto at or prior to the Closing), enforceable against Blocker Corp in accordance with their respective terms, subject to the Remedies Exception.

Authority; Execution; Enforceability. (a) The Company has the requisite limited liability company power and authority to execute execute, deliver and deliver perform this Agreement and each other agreement, document, instrument or and/or certificate expressly contemplated by this Agreement to be executed in connection with the transactions contemplated hereby (the “Ancillary Documents”) to which the Company is or will be a party party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the Ancillary Documents to which the Company is or will be a party and the performance by the Company of its obligations hereunder and thereunder have been duly and validly authorized and approved by all necessary limited liability company action on the part of the Company Company, each such authorization and no other proceeding or vote (including by its equityholders) on the part of the Company is necessary to authorize this Agreement approval remains in full force and each of the Ancillary Documents to which the Company is or will be a party or to consummate the transactions contemplated hereby or therebyeffect. (b) This Agreement has been (and each of the Ancillary Documents to which the Company is or will be a party will be at or prior to the Closing will beClosing) duly executed and delivered by the Company and constitutes (or, in the case of the Ancillary Documents, are or will constitute when executed) a valid, legal and binding agreement of the Company (assuming that this Agreement has been and the Ancillary Documents to which the Company is a party will be duly and validly authorized, executed and delivered by the other Persons party thereto at or prior to the Closing), enforceable against the Company in accordance with their respective terms, except (i) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generally and (ii) that the availability of equitable remedies, including specific performance, is subject to the Remedies Exception. (c) Blocker Corp has the requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which Blocker Corp is or will be a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each discretion of the Ancillary Documents to court before which Blocker Corp is or will any proceeding thereof may be a party and the performance by Blocker Corp of its obligations hereunder and thereunder have been duly authorized by all necessary corporate action on the part of Blocker Corp and no other proceeding or vote (including by its equityholders) on the part of Blocker Corp is necessary to authorize this Agreement and each of the Ancillary Documents to which Blocker Corp is or will be a party or to consummate the transactions contemplated hereby or therebybrought. (d) This Agreement has been (and each of the Ancillary Documents to which the Blocker Corp is or will be a party will be at or prior to the Closing) duly executed and delivered by Blocker Corp and constitutes (or, in the case of the Ancillary Documents, are or will constitute when executed) a valid, legal and binding agreement of Blocker Corp (assuming that this Agreement has been and the Ancillary Documents to which Blocker Corp is a party will be duly and validly authorized, executed and delivered by the other Persons party thereto at or prior to the Closing), enforceable against Blocker Corp in accordance with their respective terms, subject to the Remedies Exception.

Authority; Execution; Enforceability. (a) The Company has the requisite limited liability company corporate power and authority to execute and deliver this Agreement and each other agreement, document, instrument or and/or certificate expressly contemplated by this Agreement to be executed in connection with the transactions contemplated hereby Transaction (the “Ancillary Documents”) to which the Company is or will be a party party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the Ancillary Documents to which the Company is or will be a party and the performance by the Company of its obligations hereunder and thereunder have been duly and validly authorized by all necessary limited liability company corporate action on the part of the Company and no other proceeding or vote (including by proceedings on its equityholders) on the part of the Company is party are necessary to authorize the execution, delivery or performance of this Agreement and each of or the Ancillary Documents to which the Company is or will be a party or to consummate the transactions contemplated hereby or therebyDocuments. (b) This Agreement has been (and each of the Ancillary Documents to which the Company is or when executed and delivered will be a party will be at or prior to the Closing will behave been) duly executed and delivered by the Company and constitutes (or, in the case of the Ancillary Documents, are or will constitute when executed) a valid, legal and binding agreement of the Company (assuming that this Agreement has been and the Ancillary Documents to which the Company is a party will be duly and validly authorized, executed and delivered by the other Persons party thereto at or prior to the Closing), enforceable against the Company in accordance with their respective terms, except (i) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generally and (ii) that the availability of equitable remedies, including specific performance, is subject to the Remedies Exception. (c) Blocker Corp has the requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which Blocker Corp is or will be a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each discretion of the Ancillary Documents to court before which Blocker Corp is or will any proceeding thereof may be a party and the performance by Blocker Corp of its obligations hereunder and thereunder have been duly authorized by all necessary corporate action on the part of Blocker Corp and no other proceeding or vote (including by its equityholders) on the part of Blocker Corp is necessary to authorize this Agreement and each of the Ancillary Documents to which Blocker Corp is or will be a party or to consummate the transactions contemplated hereby or therebybrought. (d) This Agreement has been (and each of the Ancillary Documents to which the Blocker Corp is or will be a party will be at or prior to the Closing) duly executed and delivered by Blocker Corp and constitutes (or, in the case of the Ancillary Documents, are or will constitute when executed) a valid, legal and binding agreement of Blocker Corp (assuming that this Agreement has been and the Ancillary Documents to which Blocker Corp is a party will be duly and validly authorized, executed and delivered by the other Persons party thereto at or prior to the Closing), enforceable against Blocker Corp in accordance with their respective terms, subject to the Remedies Exception.