Common use of Authority for Agreement Clause in Contracts

Authority for Agreement. (a) Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, each instrument required hereby to be executed and delivered at Closing, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Parent has all necessary corporate power and authority to execute and deliver the Escrow Agreement and to perform its obligations thereunder. The execution and delivery by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Parent or Merger Sub are necessary to authorize this Agreement or to consummate the transactions so contemplated. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company and the Representative, constitutes a legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms subject to bankruptcy, insolvency, reorganization or similar laws of general application affecting the rights and remedies of creditors, and to general equity principles. The Escrow Agreement has been duly and validly executed and delivered by Parent and, assuming the due authorization, execution and delivery by the Representative and the Escrow Agent, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms subject to bankruptcy, insolvency, reorganization or similar laws of general application affecting the rights and remedies of creditors, and to general equity principles.

Authority for Agreement. (a) Each Seller and each of Parent and Merger Sub its Affiliates that is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. Each of Parent and Merger Sub has party to any Ancillary Agreement have all necessary corporate power and authority to execute enter into this Agreement and deliver this Agreement, each instrument required such Ancillary Agreements and to carry out the transactions contemplated hereby to be executed and delivered at Closingthereby, and to perform its their obligations hereunder and thereunder thereunder. The execution and delivery of this Agreement by Seller and the execution and delivery of any Ancillary Agreement by Seller and its Affiliates that are a party thereto, the performance of Seller and its Affiliates of their obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action, and do not and will not directly or indirectly contravene or conflict with any provisions of the charter, bylaws or similar organizational documents of Seller and its Affiliates that are a party to such agreements, as applicable. No further action on the part of Seller or any of its Affiliates is necessary to authorize this Agreement or any Ancillary Agreement and the transactions contemplated hereby or thereby. The officer executing this Agreement or any Ancillary Agreement on behalf of Seller or any of its Affiliates has been duly authorized by all required corporate or other action to execute this Agreement or such Ancillary Agreement and to consummate the transactions contemplated hereby and thereby. Parent has all necessary corporate power and authority to execute and deliver the Escrow Agreement and to perform its obligations thereunder. The execution and delivery by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Parent or Merger Sub are necessary to authorize this Agreement or to consummate the transactions so contemplated. This Agreement has been duly and validly executed and delivered by Seller and Parent and Merger Sub and, (assuming the due valid authorization, execution execution, and delivery of this Agreement by the Company and the Representative, constitutes Buyer) is a legal, valid and binding obligation of Parent Seller and Merger SubParent, enforceable against Parent and Merger Sub it in accordance with its terms subject to terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or similar laws of general application other Legal Requirements generally affecting the rights and remedies enforcement of creditors, and to general equity principles. The Escrow Agreement has been duly and validly executed and delivered by Parent and, assuming the due authorization, execution and delivery by the Representative and the Escrow Agent, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms subject to bankruptcy, insolvency, reorganization or similar laws of general application affecting the rights and remedies of creditors, and to general equity principles’ rights.

Authority for Agreement. (a) Each The Company has full power, authority and legal right to enter into and, upon receipt of Parent and Merger Sub is a corporation duly organizedthe Requisite Vote, validly existing and in good standing under the laws of its jurisdiction of incorporation. Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, each instrument required hereby to be executed and delivered at Closing, and to perform its obligations hereunder under this Agreement and thereunder the other documents contemplated hereby to which the Company is or will be a party and to consummate the transactions contemplated hereby and thereby. Parent As of the date of this Agreement, the board of directors of the Company has all necessary corporate power and authority to execute and deliver (i) unanimously approved the Escrow Merger, this Agreement and to perform its obligations thereunder. The execution the other documents contemplated hereby and the transactions contemplated hereby and thereby and authorized the execution, delivery by Parent and Merger Sub performance of this Agreement and the other documents contemplated hereby and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized thereby, (ii) resolved to recommend approval and adoption by all necessary corporate actionthe Stockholders of the Merger, this Agreement and the other documents contemplated hereby and the transactions contemplated hereby and thereby and (iii) not withdrawn or modified such approval or resolution to recommend. Upon receipt of the Requisite Vote, no other corporate proceedings on the part of the Parent Company or, immediately following the execution and delivery of this Agreement, any Stockholder are, or Merger Sub are will be, necessary to approve and authorize the execution, delivery and performance of this Agreement or to consummate and the other documents contemplated hereby and the consummation of the transactions so contemplatedcontemplated hereby and thereby. This Agreement has and the other documents contemplated hereby have been duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company and the Representative, constitutes a are legal, valid and binding obligation obligations of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms subject to their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws of general application affecting the rights and remedies enforcement of creditors, and to general equity principles’ rights in general. The Escrow Requisite Vote is the only vote of Stockholders necessary to approve and authorize the Merger, this Agreement has been duly and validly executed and delivered by Parent and, assuming the due authorization, execution and delivery by the Representative and the Escrow Agent, constitutes a legal, valid other documents contemplated hereby and binding obligation of Parent, enforceable against Parent in accordance with its terms subject to bankruptcy, insolvency, reorganization or similar laws of general application affecting the rights other transactions contemplated hereby and remedies of creditors, and to general equity principlesthereby.

Authority for Agreement. (a) Each Buyer and each of Parent and Merger Sub its Affiliates that is a corporation duly organizedparty to any Ancillary Agreement have all limited liability company or corporate, validly existing and in good standing under the laws of its jurisdiction of incorporation. Each of Parent and Merger Sub has all necessary corporate as applicable, power and authority to execute enter into this Agreement and deliver this Agreement, each instrument required such Ancillary Agreements and to carry out the transactions contemplated hereby to be executed and delivered at Closingthereby, and to perform its obligations hereunder and thereunder thereunder. The execution and delivery of this Agreement by Buyer and the execution and delivery of any Ancillary Agreement by Buyer and its Affiliates a party thereto, the performance of Buyer and its Affiliates of their obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary limited liability company or corporate action, and do not and will not directly or indirectly contravene or conflict with any provisions of the organizational documents of Buyer, or any organizational documents of any of Buyer’s Affiliates. No further action on the part of Buyer or any of its Affiliates is necessary to authorize this Agreement or any Ancillary Agreement and the transactions contemplated hereby or thereby. The officer executing this Agreement and each Ancillary Agreement on behalf of Buyer or any of its Affiliates has been duly authorized by the board of directors (or similar governing body) of Buyer or such Affiliate to execute this Agreement and each Ancillary Agreement and to consummate the transactions contemplated hereby and thereby. Parent has all necessary corporate power and authority to execute and deliver the Escrow Agreement and to perform its obligations thereunder. The execution and delivery by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Parent or Merger Sub are necessary to authorize this Agreement or to consummate the transactions so contemplated. This Agreement has been duly and validly executed and delivered by Parent Buyer and Merger Sub and, Equifax and (assuming the due valid authorization, execution and delivery of this Agreement by the Company Seller and the Representative, constitutes Parent) is a legal, valid and binding obligation of Parent each of Buyer and Merger SubEquifax, enforceable against Parent and Merger Sub it in accordance with its terms subject to terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or similar laws of general application other Legal Requirements generally affecting the rights and remedies enforcement of creditors, and to general equity principles. The Escrow Agreement has been duly and validly executed and delivered by Parent and, assuming the due authorization, execution and delivery by the Representative and the Escrow Agent, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms subject to bankruptcy, insolvency, reorganization or similar laws of general application affecting the rights and remedies of creditors, and to general equity principles’ rights.

Authority for Agreement. (a) Each of Parent The Company has full power, authority and Merger Sub is a corporation duly organized, validly existing legal right to enter into and in good standing under the laws of its jurisdiction of incorporation. Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, each instrument required hereby to be executed and delivered at Closing, and to perform its obligations hereunder under this Agreement and thereunder the other documents contemplated hereby to which the Company is or will be a party and to consummate the transactions contemplated hereby and thereby. Parent For purposes of this Agreement, the Letter Agreement, attached hereto as Exhibit B (the “Letter Agreement”), shall be deemed to be a document contemplated hereby. The board of directors of the Company has all necessary corporate power and authority to execute and deliver (a) unanimously approved the Escrow Merger, this Agreement and to perform its obligations thereunder. The execution the other documents contemplated hereby and the transactions contemplated hereby and thereby and authorized the execution, delivery by Parent and Merger Sub performance of this Agreement and the other documents contemplated hereby and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized thereby, (b) resolved to recommend approval and adoption by all necessary corporate actionthe stockholders of the Merger, this Agreement and no the other documents contemplated hereby and the transactions contemplated hereby and thereby and (c) not withdrawn or modified such approval or resolution to recommend. No other corporate proceedings on the part of the Parent Company or, immediately following the execution and delivery of this Agreement, any stockholder of the Company are, or Merger Sub are will be, necessary to approve and authorize the execution, delivery and performance of this Agreement or to consummate and the other documents contemplated hereby and the consummation of the transactions so contemplatedcontemplated hereby and thereby. This Agreement has and the other documents contemplated hereby have been duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company and the Representative, constitutes a are legal, valid and binding obligation obligations of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub it in accordance with its terms subject to their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws of general application affecting the rights and remedies enforcement of creditors, and to general equity principles’ rights in general. The Escrow affirmative vote of two-thirds of all issued and outstanding shares of Company Common Stock, voting as a single class, is the only vote of stockholders of the Company necessary to approve and authorize the Merger, this Agreement has been duly and validly executed and delivered by Parent and, assuming the due authorization, execution and delivery by the Representative and the Escrow Agentother documents contemplated hereby and the other transactions contemplated hereby and thereby (the “Required Vote”). As of the date hereof, constitutes a legalthe holders of the Company Common Stock that are parties to this Agreement own (beneficially and of record) and have the right to vote, valid in the aggregate, 100% of the total issued and binding obligation of Parent, enforceable against Parent in accordance with its terms subject to bankruptcy, insolvency, reorganization or similar laws of general application affecting the rights and remedies of creditors, and to general equity principlesoutstanding Company Common Stock.

Authority for Agreement. (a) Each of Seller Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. Each of Parent and Merger Sub Seller has all necessary corporate power and authority to execute and deliver enter into this Agreement, each instrument required hereby to be executed and delivered at Closing, and to perform its obligations hereunder and thereunder and to consummate carry out the transactions contemplated hereby hereby, and thereby. Parent has all necessary corporate power and authority to execute and deliver the Escrow Agreement and to perform its obligations thereunderhereunder. The execution and delivery by Parent and Merger Sub of this Agreement by each of Seller Parent and Seller, the performance of its obligations pursuant to this Agreement, and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings do not and will not directly or indirectly contravene or conflict with any provision of the articles of incorporation or bylaws of each of Seller Parent and Seller. No further actions on the part of the Seller Parent or Merger Sub are Seller is necessary to authorize this the Agreement or and the transaction contemplated hereby. The officer executing the Agreement on behalf of each of Seller Parent and Seller has been duly authorized by the board of directors of Seller Parent and Seller to execute the Agreement and to consummate the transactions so contemplatedcontemplated hereby. This The Agreement has been duly and validly executed and delivered by each of Seller Parent and Merger Sub and, Seller and (assuming the due valid authorization, execution execution, and delivery of the Agreement by the Company Buyer Parent and the Representative, constitutes Buyer) is a legal, valid and binding obligation of each of Seller Parent and Merger SubSeller, enforceable against Parent and Merger Sub it in accordance with its terms subject to bankruptcy, insolvency, reorganization or similar laws of general application affecting the rights and remedies of creditors, and to general equity principlesterms. The Escrow Agreement has been duly and validly executed and delivered by Parent and, assuming Shareholders are all of the due authorization, execution and delivery by the Representative and the Escrow Agent, constitutes a legal, valid and binding obligation shareholders of Seller Parent, enforceable against Parent in accordance with its terms subject to bankruptcy, insolvency, reorganization or similar laws of general application affecting the rights and remedies of creditors, and to general equity principles.

Authority for Agreement. (a) Each The execution, delivery and performance of Parent this Agreement by the La Senorita Companies and Merger Sub is a corporation duly organized, validly existing the Shareholders and in good standing under all other agreements by and among the laws of its jurisdiction of incorporation. Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, each instrument required hereby to be executed and delivered at Closingparties, and to perform its obligations hereunder the consummation by the La Senorita Companies and thereunder and to consummate the Shareholders of the transactions contemplated hereby and thereby. Parent has all necessary corporate power and authority to execute and deliver the Escrow Agreement and to perform its obligations thereunder. The execution and delivery by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby , have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part further action by or approval of the Parent La Senorita Entities or Merger Sub are necessary the Shareholders is required in order to authorize this Agreement permit the La Senorita Companies or the Shareholders to consummate the transactions so contemplatedcontemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company La Senorita Companies and the RepresentativeShareholders and constitutes, constitutes a and all other agreements by and among the parties, when executed and delivered in accordance with the terms thereof, will constitute, the legal, valid and binding obligation obligations of Parent the La Senorita Companies and Merger Subthe Shareholders, enforceable against Parent and Merger Sub in accordance with its the terms hereof and thereof, except that: (i) such enforcement may be subject to bankruptcy, insolvency, reorganization reorganization, moratorium or similar laws affecting creditors' rights generally; (ii) the remedy of general application affecting specific performance and injunctive relief are subject to certain equitable defenses and to the discretion of the court before which any proceedings may be brought; and (iii) rights to indemnification hereunder may be limited under applicable securities laws (the "Equitable Exceptions"). The La Senorita Companies and remedies of creditorsthe Shareholders have full power, authority and legal right to enter into this Agreement, and all other agreements by and among the parties, and to general equity principlesconsummate the transactions contemplated hereby and thereby. The Escrow Agreement has been duly and validly executed and delivered by Parent and, assuming the due authorization, execution and delivery This Section 3.2 is hereby qualified in its entirety by the Representative following: the La Senorita Companies and the Escrow AgentShareholders represent that the consent of the MLCC is required prior to the transfer of any and all consents, constitutes a legalpermits and licenses issued to the La Senorita Companies by the MLCC and that, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms subject Section 6.18, Buyer shall be required to bankruptcy, insolvency, reorganization or similar laws of general application affecting obtain such consent from the rights and remedies of creditors, and MLCC prior to general equity principlesthe Closing.

Authority for Agreement. (a) Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. Each of Parent and Merger Sub Purchaser has all necessary full corporate power and authority to execute and deliver this AgreementAgreement and each of the other agreements, instruments and documents contemplated hereby, to which Purchaser is a party, and to carry out its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and each instrument of the other agreements, instruments and documents required hereby to be executed and delivered at Closingby Purchaser hereunder, and to perform its obligations hereunder and thereunder and to consummate the performance of all transactions contemplated hereby and thereby. Parent has all necessary corporate power and authority to execute and deliver the Escrow Agreement and to perform its obligations thereunder. The execution and delivery by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby herein or therein contemplated, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings action on the part of Purchaser, and no further corporate action on the Parent or Merger Sub are part of Purchaser is necessary to authorize this Agreement or to consummate the transactions so contemplatedsuch execution, delivery and performance. This Agreement has been duly and validly executed and delivered by Parent Purchaser and Merger Sub andconstitutes, assuming and each of the due authorizationother agreements, instruments and documents required by the terms of this Agreement to be executed and delivered hereunder by Purchaser, when so executed and delivered, will constitute, the valid and legally binding obligation of Purchaser, enforceable against Purchaser in accordance with their respective terms. Neither the execution and delivery by of this Agreement, each of the Company other agreements, instruments and the Representative, constitutes a legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms subject documents contemplated to bankruptcy, insolvency, reorganization or similar laws of general application affecting the rights and remedies of creditors, and to general equity principles. The Escrow Agreement has been duly and validly be executed and delivered by Parent andPurchaser, nor the consummation of the transactions contemplated hereby or thereby will (i) conflict with or result in any violation of or constitute a default under any provision of the Articles of Incorporation or Code of Regulations of Purchaser, or (ii) assuming the due authorization, execution all regulatory and delivery governmental approvals sought by the Representative and Parties have been obtained, conflict in any respect with, result in a breach of or constitute a default under any court or administrative order or process, judgment, decree, statute, law, ordinance, rule or regulation or any agreement or 18 commitment to which Purchaser is a party or by which it (or any of its material properties or assets) is subject or bound, except where such conflict, breach or default would not have a material adverse effect on Purchaser or preclude the Escrow Agent, constitutes a legal, valid and binding obligation consummation of Parent, enforceable against Parent in accordance with its terms subject to bankruptcy, insolvency, reorganization the transactions contemplated herein or similar laws of general application affecting the rights and remedies of creditors, and to general equity principlestherein.

Authority for Agreement. (a) Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. Each of Parent and Merger Sub Purchaser has all necessary corporate full power and authority to execute and deliver this AgreementAgreement and each of the Ancillary Agreements to which Purchaser is a party, and to carry out its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and each instrument Ancillary Agreements required hereby to be executed and delivered at Closingby Purchaser hereunder, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Parent has all necessary corporate power and authority to execute and deliver the Escrow Agreement and to perform its obligations thereunder. The execution and delivery by Parent and Merger Sub of this Agreement and the consummation of all Transactions contemplated to be consummated by Parent and Merger Sub of the transactions contemplated hereby Purchaser, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings action on the part of Purchaser, and no further action on the Parent or Merger Sub are part of Purchaser is necessary to authorize this Agreement or to consummate the transactions so contemplatedsuch execution, delivery and performance. This Agreement has been duly and validly executed and delivered by Parent Purchaser and Merger Sub andconstitutes, assuming and each of the due authorizationAncillary Agreements required to be executed and delivered hereunder by Purchaser, execution when so executed and delivery by delivered, will constitute, the Company and the Representative, constitutes a legal, valid and legally binding obligation of Parent and Merger SubPurchaser, enforceable against Parent and Merger Sub Purchaser in accordance with its terms subject their respective terms, subject, in each case, to applicable bankruptcy, insolvency, reorganization or moratorium and similar laws of general application relating to or affecting the rights and remedies of creditorscreditors generally, and subject to general equity principlesprinciples of equity, now or hereafter in effect. The Escrow Agreement has been duly Neither the execution and validly delivery of this Agreement, each of the Ancillary Agreements contemplated to be executed and delivered by Parent andPurchaser, nor the consummation of the Transactions will (i) conflict with or result in any violation of or constitute a default under any provision of any organizational document of Purchaser, or (ii) assuming the due authorization, execution all regulatory and delivery governmental approvals sought by the Representative and parties have been obtained, conflict in any respect with, result in a breach of or constitute a default under any court or administrative order or process, judgment, decree, statute, law, ordinance, rule or regulation or any agreement or commitment to which Purchaser is a party or by which it (or any of its material properties or assets) is subject or bound, except where such conflict, breach or default would not have a material adverse effect on Purchaser or preclude the Escrow Agent, constitutes a legal, valid and binding obligation consummation of Parent, enforceable against Parent in accordance with its terms subject to bankruptcy, insolvency, reorganization or similar laws of general application affecting the rights and remedies of creditors, and to general equity principlesTransactions.

Authority for Agreement. (a) Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. Each of Parent and Merger Sub Purchaser has all necessary corporate power and authority to execute and deliver this Agreement, each instrument required hereby to be executed and delivered at Closing, and to perform its obligations hereunder and thereunder and to consummate the Offer, the Merger and the other transactions contemplated hereby by this Agreement (including, in the case of Parent, the issuance of shares of Parent Common Stock (the "Share Issuance") as part of the Offer Consideration, the Merger Consideration and thereby. Parent has all necessary corporate power and authority to execute and deliver the Escrow Agreement and to perform its obligations thereunderOption Consideration). The execution execution, delivery and delivery performance by Parent and Merger Sub Purchaser of this Agreement Agreement, and the consummation by Parent and Merger Sub Purchaser of the Offer, the Merger and the other transactions contemplated hereby by this Agreement (including, in the case of the Parent, the Share Issuance), have been duly and validly authorized by all necessary corporate action, action on the part of Parent and Purchaser and no other corporate proceedings (including by their respective stockholders) on the part of the Parent or Merger Sub Purchaser are necessary to authorize this Agreement or to consummate the Offer, the Merger or the other transactions so contemplatedcontemplated by this Agreement (other than, with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL). All necessary stockholder approvals shall have been obtained by Parent for Parent or Purchaser to consummate the Offer, the Merger, or the other transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub Purchaser and, assuming the due authorization, execution and delivery by the Company and the RepresentativeCompany, constitutes a legal, valid and binding obligation of Parent and Merger Sub, Purchaser enforceable against each of Parent and Merger Sub Purchaser in accordance with its terms subject to terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization or similar reorganization, moratorium and other laws of general application affecting the rights and remedies enforcement of creditors' rights generally and (ii) that the availability of equitable remedies, and to general equity principles. The Escrow Agreement has been duly and validly executed and delivered by Parent andincluding specific performance, assuming the due authorization, execution and delivery by the Representative and the Escrow Agent, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms is subject to bankruptcy, insolvency, reorganization or similar laws the discretion of general application affecting the rights and remedies of creditors, and to general equity principlescourt before which any proceeding may be brought.

Authority for Agreement. (a) Each Subject to obtaining the requisite shareholder approval of Parent this Agreement and the principal terms of the Merger Sub is a corporation duly organizedby the Requisite Vote, validly existing the Company and in good standing under has the laws of its jurisdiction of incorporation. Each of Parent requisite corporate power, authority and Merger Sub has all necessary corporate power legal right to enter into and authority to execute and deliver this Agreement, each instrument required hereby to be executed and delivered at Closing, and to perform its obligations hereunder under this Agreement and thereunder the Transaction Agreements to which the Company is or will be a party (the “Company Transaction Agreements”) and to consummate the transactions contemplated hereby and thereby. Parent The board of directors of the Company has all necessary corporate power and authority to execute and deliver (i) unanimously approved the Escrow Merger, this Agreement and to perform its obligations thereunder. The execution the Company Transaction Agreements and the transactions contemplated hereby and thereby and authorized the execution, delivery by Parent and Merger Sub performance of this Agreement and the Company Transaction Agreements and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby have been duly and validly authorized thereby, (ii) resolved to recommend approval by all necessary corporate action, the Shareholders of this Agreement and no the principal terms of the Merger and (iii) not withdrawn or modified such approval or resolution to recommend. No other corporate proceedings on the part of the Parent Company or Merger Sub are any of its Subsidiaries or, immediately following the execution and delivery of this Agreement, any Shareholder of the Company are, or will be, necessary to approve and authorize the execution, delivery and performance of this Agreement or to consummate and the other documents contemplated hereby and the consummation by the Company of the transactions so contemplatedcontemplated hereby and thereby. This Agreement has and the Company Transaction Agreements have been or will be duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company and the Representative, constitutes a are or will be legal, valid and binding obligation obligations of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub it in accordance with its terms subject to their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws of general application affecting the rights and remedies enforcement of creditors, and to general equity principles’ rights in general. The Escrow Requisite Votes are the only votes of Shareholders of the Company necessary to approve this Agreement has been duly and validly executed and delivered by Parent and, assuming the due authorization, execution and delivery by the Representative and the Escrow Agent, constitutes a legal, valid and binding obligation principal terms of Parent, enforceable against Parent in accordance with its terms subject to bankruptcy, insolvency, reorganization or similar laws of general application affecting the rights and remedies of creditors, and to general equity principlesMerger.

Authority for Agreement. (a) Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. Each of Parent and Merger Sub Purchaser has all necessary corporate full power and authority to execute and deliver this AgreementAgreement and each of the other agreements, instruments and documents contemplated hereby and to which Purchaser is a party and to carry out its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and each instrument of the other agreements, instruments and documents required hereby to be executed and delivered at Closingby Purchaser hereunder, and to perform its obligations hereunder and thereunder and to consummate the performance of all transactions contemplated hereby and thereby. Parent has all necessary corporate power and authority to execute and deliver the Escrow Agreement and to perform its obligations thereunder. The execution and delivery by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby herein or therein contemplated, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings action on the part of Purchaser including the Parent or Merger Sub are consent of all partners of Purchaser to the extent required, and no further action on the part of Purchaser is necessary to authorize this Agreement or to consummate the transactions so contemplatedsuch execution, delivery and performance. This Agreement has been duly and validly executed and delivered by Parent Purchaser and Merger Sub andconstitutes, assuming and each of the due authorizationother agreements, execution instruments and delivery documents required to be executed and delivered hereunder by Purchaser, when so executed and delivered, will constitute, the Company and the Representative, constitutes a legal, valid and legally binding obligation of Parent and Merger SubPurchaser, enforceable against Parent and Merger Sub Purchaser in accordance with its terms subject their respective terms, subject, in each case, to applicable bankruptcy, insolvency, reorganization or moratorium and similar laws of general application relating to or affecting the rights and remedies of creditorscreditors generally, and subject to general equity principlesprinciples of equity, now or hereafter in effect. The Escrow Agreement has been duly Neither the execution and validly delivery of this Agreement, each of the other agreements, instruments and documents contemplated to be executed and delivered by Parent andPurchaser, nor the consummation of the transactions contemplated hereby or thereby will (i) conflict with or result in any violation of or constitute a default under any provision of the limited partnership agreement or similar agreement of Purchaser, or (ii) assuming the due authorization, execution all regulatory and delivery governmental approvals sought by the Representative and Parties have been obtained, conflict in any respect with, result in a breach of or constitute a default under any court or administrative order or process, judgment, decree, statute, law, ordinance, rule or regulation or any agreement or commitment to which Purchaser is a party or by which it (or any of its material properties or assets) is subject or bound, except where such conflict, breach or default would not preclude the Escrow Agent, constitutes a legal, valid and binding obligation consummation of Parent, enforceable against Parent in accordance with its terms subject to bankruptcy, insolvency, reorganization the transactions contemplated herein or similar laws of general application affecting the rights and remedies of creditors, and to general equity principlestherein.