Common use of Authority for Agreement; No Conflict Clause in Contracts

Authority for Agreement; No Conflict. The execution, delivery and performance by each of the Parent and the Buyer of this Agreement and the Parent/Buyer's Ancillary Agreements, and the consummation by each of the Parent and the Buyer of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action. This Agreement has been, and the Parent/Buyer's Ancillary Agreements when executed at the Closing will be, duly executed and delivered by the Parent and the Buyer and constitute valid and binding obligations of each of the Parent and the Buyer enforceable in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights or by general principles of equity. The execution of and performance of the transactions contemplated by this Agreement and the Parent/Buyer's Ancillary Agreements and compliance with their respective provisions by the Parent or the Buyer will not (a) conflict with or violate any provision of the Certificate of Incorporation or By-Laws of the Parent or the Buyer, each as amended through the Closing Date, (b) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any material contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Encumbrance or other arrangement to which the Parent or the Buyer is a party or by which the Parent or the Buyer is bound or to which its assets are subject, (c) result in the imposition of any Encumbrance upon any assets of the Parent or the Buyer or (d) assuming the Seller's representations and warranties contained in Sections 2.11 and 2.12 are true and correct, violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Parent or the Buyer or any of its properties or assets.

Authority for Agreement; No Conflict. (a) Buyer has all necessary power and authority to execute and deliver this Agreement, each Ancillary Agreement, and each instrument required hereby or thereby to be executed and delivered by Buyer at the Closing, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each of the Parent and the Buyer of this Agreement Agreement, each Ancillary Agreement, and each instrument required hereby or thereby to be executed and delivered by Buyer at the Parent/Buyer's Ancillary Agreements, Closing and the consummation by each of the Parent and the Buyer of the transactions contemplated hereby and thereby, thereby have been duly and validly authorized by all necessary corporate action. , and no other proceedings on the part of Buyer are necessary to authorize this Agreement, each Ancillary Agreement or to consummate the transactions so contemplated. (b) This Agreement has been, and the Parent/Buyer's Ancillary Agreements when executed have been and each instrument required hereby or thereby to be delivered by Buyer at the Closing will be, be duly and validly executed and delivered by Buyer and, assuming the Parent due authorization, execution and delivery by the Buyer and other parties hereto or thereto, constitutes or will constitute a legal, valid and binding obligations obligation of each of the Parent and the Buyer, enforceable against Buyer enforceable in 36 accordance with their respective its terms, except as such enforcement may be limited by applicable subject to bankruptcy, insolvency, reorganization, moratorium reorganization or other laws similar Legal Requirements of general application affecting enforcement the rights and remedies of creditors' , and to general equity principles. (c) The execution and delivery by Buyer of this Agreement or the Ancillary Agreements, the consummation of the transactions contemplated hereby or thereby, or compliance by Buyer with any of the provisions hereof or thereof will not conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, give rise to a right of termination or cancellation under any provision of, or cause the creation of any Lien under, any provision of (i) Buyer’s Organizational Documents; (ii) any material Contract to which Buyer is a party, or (iii) any Legal Requirements applicable to Buyer, except any such conflicts, violations, defaults, rights or by general principles Liens that would not reasonably be expected to have a material adverse effect on Buyer or materially impair the ability of equity. The execution of and performance of Buyer to consummate the transactions contemplated by this Agreement and the Parent/Buyer's Ancillary Agreements and compliance with their respective provisions by the Parent or the Buyer will not (a) conflict with or violate any provision of the Certificate of Incorporation or By-Laws of the Parent or the Buyer, each as amended through the Closing Date, (b) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any material contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Encumbrance or other arrangement to which the Parent or the Buyer is a party or by which the Parent or the Buyer is bound or to which its assets are subject, (c) result in the imposition of any Encumbrance upon any assets of the Parent or the Buyer or (d) assuming the Seller's representations and warranties contained in Sections 2.11 and 2.12 are true and correct, violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Parent or the Buyer or any of its properties or assetsAgreement.

Authority for Agreement; No Conflict. (a) Buyer has all necessary power and authority to execute and deliver this Agreement, each Ancillary Agreement, and each instrument required hereby or thereby to be executed and delivered by Buyer at the Closing, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each of the Parent and the Buyer of this Agreement Agreement, each Ancillary Agreement, and each instrument required hereby or thereby to be executed and delivered by Buyer at the Parent/Buyer's Ancillary Agreements, Closing and the consummation by each of the Parent and the Buyer of the transactions contemplated hereby and thereby, thereby have been duly and validly authorized by all necessary corporate action. , and no other proceedings on the part of Buyer are necessary to authorize this Agreement, each Ancillary Agreement or to consummate the transactions so contemplated. (b) This Agreement has been, and the Parent/Buyer's Ancillary Agreements when executed have been and each instrument required hereby or thereby to be delivered by Buyer at the Closing will be, be duly and validly executed and delivered by Buyer and, assuming the Parent due authorization, execution and delivery by the Buyer and other parties hereto or thereto, constitutes or will constitute a legal, valid and binding obligations obligation of each of the Parent and the Buyer, enforceable against Buyer enforceable in accordance with their respective its terms, except as such enforcement may be limited by applicable subject to bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws of general application affecting enforcement the rights and remedies of creditors' , Antitrust Laws and to general equity principles. (c) The execution and delivery by Buyer of this Agreement or the Ancillary Agreements, the consummation of the transactions contemplated hereby or thereby, or compliance by Buyer with any of the provisions hereof or thereof will not conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, give rise to a right of termination or cancellation under any provision of, or cause the creation of any Lien under, any provision of: (i) Buyer’s Organizational Documents each as amended to date and currently in effect; (ii) any material Contract to which Buyer is a party, or (iii) any Legal Requirements applicable to Buyer (other than Antitrust Laws), except any such conflicts, violations, defaults, rights or by general principles Liens that would not, individually or in the aggregate, reasonably be expected to be material to the business of equity. The execution Buyer or materially impair the ability of and performance of Buyer to consummate the transactions contemplated by this Agreement and the Parent/Buyer's Ancillary Agreements and compliance with their respective provisions by the Parent or the Buyer will not (a) conflict with or violate any provision of the Certificate of Incorporation or By-Laws of the Parent or the Buyer, each as amended through the Closing Date, (b) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any material contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Encumbrance or other arrangement to which the Parent or the Buyer is a party or by which the Parent or the Buyer is bound or to which its assets are subject, (c) result in the imposition of any Encumbrance upon any assets of the Parent or the Buyer or (d) assuming the Seller's representations and warranties contained in Sections 2.11 and 2.12 are true and correct, violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Parent or the Buyer or any of its properties or assetsAgreement.

Authority for Agreement; No Conflict. (a) Each of Parent and Purchaser has all necessary corporate power and authority to execute and deliver this Agreement, and each instrument required by this Agreement to be executed and delivered by Parent and Purchaser at the Closing, respectively, and to perform each of their obligations under this Agreement and thereunder and to consummate the Transactions. The execution, delivery delivery, and performance by each of the Parent and the Buyer Purchaser of this Agreement, and each instrument required by this Agreement to be executed and delivered by Purchaser and Purchaser at the Parent/Buyer's Ancillary AgreementsClosing, respectively, and the consummation by each Parent and Purchaser of the Parent and the Buyer of the transactions contemplated hereby and thereby, Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Purchaser are necessary to authorize this Agreement, or to consummate the Transactions so contemplated. This Agreement has been, been and the Parent/Buyer's Ancillary Agreements when executed each instrument required by this Agreement to be delivered by Parent and Purchaser at the Closing Closing, respectively, will be, be duly and validly executed and delivered by the Parent and Purchaser, as applicable, and, assuming the Buyer due authorization, execution, and constitute delivery by the Company, the Sellers and the Sellers’ Representative in respect of this Agreement, constitutes a legal, valid and binding obligations obligation of each of the Parent and the Buyer Purchaser, as applicable, enforceable against Parent and Purchaser, as applicable in accordance with their respective its terms, except as such enforcement may be limited by applicable subject to bankruptcy, insolvency, reorganization, moratorium reorganization or other laws similar Legal Requirements of general application affecting enforcement the rights and remedies of creditors' rights or , and to general equity principles. (b) None of (i) the execution and delivery by general principles Parent and Purchaser of equity. The execution of this Agreement, and performance of the transactions contemplated each instrument required by this Agreement to be executed and delivered by Parent and Purchaser at the Closing, (ii) the compliance by Parent and Purchaser with the provisions of this Agreement and each instrument required by this Agreement to be executed and delivered by Parent and Purchaser at the Closing, or (iii) and the Parent/Buyer's Ancillary Agreements and compliance with their respective provisions by consummation of the Parent or the Buyer Transactions, will not (aA) conflict with or violate any provision the governing instruments of the Certificate of Incorporation or By-Laws of the Parent or the BuyerPurchaser, each as amended through the Closing Date, currently in effect or (bB) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in violate any party the right Legal Requirement applicable to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any material contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Encumbrance or other arrangement to which the Parent or the Buyer is Purchaser, in each case except as would not reasonably be expected to have a party or by which the Parent or the Buyer is bound or to which its assets are subject, Purchaser Material Adverse Effect. (c) result in Other than those obtained as of the imposition date of this Agreement, no vote or consent of the holders of any Encumbrance upon any assets class or series of the capital stock of Parent or the Buyer or (d) assuming the Seller's representations and warranties contained in Sections 2.11 and 2.12 are true and correctPurchaser is necessary to approve this Agreement, violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Parent or the Buyer or any of its properties or assetsinstrument required by this Agreement to be executed and delivered by Purchaser at the Closing.

Authority for Agreement; No Conflict. (a) Each of Parent and Buyer have all necessary power and authority to execute and deliver this Agreement, each Ancillary Agreement, and each instrument required hereby or thereby to be executed and delivered by such party at the Closing, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each of the Parent and the Buyer of this Agreement Agreement, each Ancillary Agreement, and each instrument required hereby or thereby to be executed and delivered by Parent or Buyer, as applicable, at the Parent/Buyer's Ancillary Agreements, Closing and the consummation by each of the Parent and the Buyer of the transactions contemplated hereby and thereby, thereby have been duly and validly authorized by all necessary corporate action. , and no other proceedings on the part of Parent or Buyer are necessary to authorize this Agreement, each Ancillary Agreement or to consummate the transactions so contemplated. (b) This Agreement has been, and the Parent/Buyer's Ancillary Agreements when executed have been and each instrument required hereby or thereby to be delivered by Parent or Buyer at the Closing will be, be duly and validly executed and delivered by the Parent and Buyer, as applicable, and, assuming the Buyer due authorization, execution and delivery by the other parties hereto or thereto, constitutes or will constitute a legal, valid and binding obligations obligation of each of the Parent and Buyer, as the case may be, enforceable against Parent and Buyer enforceable in accordance with their respective its terms, except as such enforcement may be limited by applicable subject to bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws of general application affecting enforcement the rights and remedies of creditors' rights or by , and to general principles of equityequity principles. US-DOCS\102662145.20 (c) The execution and delivery by Parent and Buyer of and performance this Agreement or the other Ancillary Agreements, the consummation of the transactions contemplated hereby or thereby, or compliance by this Agreement Parent and Buyer with any of the Parent/Buyer's Ancillary Agreements and compliance with their respective provisions by the Parent hereof or the Buyer thereof will not (a) conflict with or violate any provision of the Certificate of Incorporation or By-Laws of the Parent or the Buyer, each as amended through the Closing Date, (b) conflict with, or result in a breach of, constitute any violation of or default (with or without due notice or lapse of time time, or both) a default under, result in the acceleration give rise to a right of termination or cancellation under any provision of, create in cause the creation of any party the right to accelerate, terminate, modify or cancelLien under, or require give rise to any notice, consent or waiver under, obligation of the Company to make any payment under any provision of: (i) such party’s organizational documents each as amended to date and currently in effect; (ii) any material contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement Contract or mortgage for borrowed money, instrument of indebtedness, Encumbrance or other arrangement Permit to which the Buyer or Parent or the Buyer is a party or by which the any of their respective properties or assets are bound; (iii) any Legal Requirements applicable to Parent or the Buyer is bound or to which its assets are subjectBuyer, (c) result in the imposition of any Encumbrance upon any assets of the Parent or the Buyer or (d) assuming the Seller's representations and warranties contained in Sections 2.11 and 2.12 are true and correctas applicable, violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Parent or the Buyer or any of its the properties or assetsassets of such party; or (iv) any Legal Requirement applicable to Parent or Buyer, as applicable, except in the case of clauses (ii) and (iii) above, any such conflicts, violations, defaults, rights or Liens that would not reasonably be expected to have a material adverse effect on Parent or Buyer, as applicable, or materially impair the ability of such party to consummate the transactions contemplated by this Agreement.

Authority for Agreement; No Conflict. (a) Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, and with respect to Parent, the Escrow Agreement, and each instrument required hereby or thereby to be executed and delivered by each of Parent and/or Merger Sub at the Closing, and to perform their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Parent and Merger Sub of this Agreement, and by Parent of the Escrow Agreement, and each instrument required hereby or thereby to be executed and delivered by Parent and and/or Merger Sub at the Buyer of this Agreement and the Parent/Buyer's Ancillary Agreements, Closing and the consummation by each of the Parent and the Buyer and/or Merger Sub of the transactions contemplated hereby and thereby, thereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement, with respect to Parent, the Escrow Agreement or to consummate the transactions so contemplated. This Agreement has been, and the Parent/Buyer's Ancillary Agreements when executed Escrow Agreement have been and each instrument required hereby or thereby to be delivered by Parent and/or Merger Sub at the Closing will be, be duly and validly executed and delivered by Parent and/or Merger Sub, as the Parent case may be, and, assuming the due authorization, execution and delivery by the Company and the Buyer Stockholder Representative in respect of this Agreement, and constitute by the Escrow Agent and the Stockholder Representative in respect of the Escrow Agreement, constitutes a legal, valid and binding obligations obligation of each of Parent and/or Merger Sub, as the case may be, enforceable against Parent and the Buyer enforceable and/or Merger Sub in accordance with their respective its terms, except as such enforcement may be limited by applicable subject to bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws of general application affecting enforcement the rights and remedies of creditors' rights or by , and to general principles of equity. equity principles. (b) The execution and delivery of this Agreement by Parent and performance Merger Sub and the Escrow Agreement by Parent, and each instrument required hereby to be executed and delivered by Parent or Merger Sub at the Closing, the compliance with the provisions of this Agreement by Parent and Merger Sub and the provisions of the Escrow Agreement by Parent and the consummation by Parent or Merger Sub, as applicable, of the transactions contemplated by this Agreement and the Parent/Buyer's Ancillary Agreements and compliance with their respective provisions by the Parent hereby or the Buyer thereby, will not (ai) conflict with or violate any provision the Articles of Organization or the Bylaws of Parent, each as amended to date and currently in effect, or the Certificate of Incorporation or By-Laws the Bylaws of the Parent or the BuyerMerger Sub, each as amended through the Closing Date, (b) conflict with, result to date and currently in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or canceleffect, or require (ii) violate any notice, consent or waiver under, any material contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Encumbrance or other arrangement Legal Requirement applicable to which the Parent or the Buyer is a party or by which the Parent or the Buyer is bound or to which its assets are subject, (c) result in the imposition of any Encumbrance upon any assets of the Parent or the Buyer or (d) assuming the Seller's representations and warranties contained in Sections 2.11 and 2.12 are true and correct, violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Parent or the Buyer Merger Sub or any of its their respective properties or assets.