Common use of Authority for Agreement Clause in Contracts

Authority for Agreement. Seller and each of its Affiliates that is a party to any Ancillary Agreement have all corporate power and authority to enter into this Agreement and such Ancillary Agreements and to carry out the transactions contemplated hereby and thereby, and their obligations hereunder and 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. This Agreement has been duly and validly executed and delivered by Seller and Parent and (assuming the valid authorization, execution, and delivery of this Agreement by Buyer) is a valid and binding obligation of Seller and Parent, enforceable against it in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Legal Requirements generally affecting the enforcement of creditors’ rights.

Authority for Agreement. Seller The Company has full power, authority and each of its Affiliates that is a party to any Ancillary Agreement have all corporate power and authority legal right to enter into and, upon receipt of the Requisite Vote, perform its obligations under this Agreement and such Ancillary Agreements and to carry out the transactions other documents contemplated hereby and thereby, and their obligations hereunder and thereunder. The execution and delivery of this Agreement by Seller and to which the execution and delivery of any Ancillary Agreement by Seller and its Affiliates that are Company is or will be 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. As of the date of this Agreement, the board of directors of the Company has (i) unanimously approved the Merger, this Agreement and the other documents contemplated hereby and the transactions contemplated hereby and thereby and authorized the execution, delivery and performance of this Agreement and the other documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby, (ii) resolved to recommend approval and adoption by the 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 Company or, immediately following the execution and delivery of this Agreement, any Stockholder are, or will be, necessary to approve and authorize the execution, delivery and performance of this Agreement and the other documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby. This Agreement has and the other documents contemplated hereby have been duly and validly executed and delivered by Seller the Company and Parent and (assuming the valid authorizationare legal, execution, and delivery of this Agreement by Buyer) is a valid and binding obligation obligations of Seller and Parentthe Company, enforceable against it the Company in accordance with its their respective terms, except as such enforcement enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Legal Requirements generally similar laws affecting the enforcement of creditors’ rightsrights in general. The Requisite Vote is the only vote of Stockholders necessary to approve and authorize the Merger, this Agreement and the other documents contemplated hereby and the other transactions contemplated hereby and thereby.

Authority for Agreement. Seller Each of Parent and each of its Affiliates that is a party to any Ancillary Agreement have Purchaser has all necessary corporate power and authority to enter into execute and deliver this Agreement and such Ancillary Agreements and Agreement, to carry out the transactions contemplated hereby and thereby, and their perform its obligations hereunder and thereunderto consummate the Offer, the Merger and the other transactions contemplated 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 the Option Consideration). The execution execution, delivery and delivery performance by Parent and Purchaser 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 thereunderAgreement, and the consummation by Parent and Purchaser of the Offer, the Merger and the other transactions contemplated hereby and thereby by this Agreement (including, in the case of the Parent, the Share Issuance), 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 Parent and Purchaser and no other corporate proceedings (including by their respective stockholders) on the part of Parent or any of its Affiliates is Purchaser are 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 Offer, the Merger or the other transactions contemplated hereby by this Agreement (other than, with respect to the Merger, the filing and therebyrecordation 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 Seller and each of Parent and (Purchaser and, assuming the valid due authorization, execution, execution and delivery of this Agreement by Buyer) is the Company, constitutes a legal, valid and binding obligation of Seller Parent and Parent, Purchaser enforceable against it each of Parent and Purchaser in accordance with its terms, except (i) as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or and other Legal Requirements generally laws of general application affecting the enforcement of creditors’ rights' rights generally and (ii) that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding may be brought.

Authority for Agreement. Seller The Company has full power, authority and each of its Affiliates that is a party to any Ancillary Agreement have all corporate power and authority legal right to enter into and, upon receipt of the Requisite Vote, perform its obligations under this Agreement and such Ancillary Agreements and to carry out the transactions other documents contemplated hereby and thereby, and their obligations hereunder and thereunder. The execution and delivery of this Agreement by Seller and to which the execution and delivery of any Ancillary Agreement by Seller and its Affiliates that are Company is or will be 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. The board of directors of the Company has (i) unanimously approved the Merger, this Agreement and the other documents contemplated hereby and the transactions contemplated hereby and thereby and authorized the execution, delivery and performance of this Agreement and the other documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby, (ii) resolved to recommend approval and adoption by the Shareholders 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. No other corporate proceedings on the part of the Company 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 and the other documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby. This Agreement has and the other documents contemplated hereby have been duly and validly executed and delivered by Seller the Company and Parent and (assuming the valid authorizationare legal, execution, and delivery of this Agreement by Buyer) is a valid and binding obligation obligations of Seller and Parentthe Company, enforceable against it the Company in accordance with its their respective terms, except as such enforcement enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Legal Requirements generally similar laws affecting the enforcement of creditors’ rightsrights in general. The Requisite Vote is the only vote of Shareholders of the Company necessary to approve and authorize the Merger, this Agreement and the other documents contemplated hereby and the other transactions contemplated hereby and thereby.

Authority for Agreement. Seller The execution, delivery and each performance of its Affiliates that is a party to any Ancillary Agreement have all corporate power and authority to enter into this Agreement by the La Senorita Companies and such Ancillary Agreements the Shareholders and to carry out all other agreements by and among the parties, and the consummation by the La Senorita Companies and the Shareholders of the transactions contemplated hereby and thereby, and their obligations hereunder and 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 no further action by or indirectly contravene or conflict with any provisions approval of the charter, bylaws La Senorita Entities or similar organizational documents of Seller and its Affiliates that are a party the Shareholders is required in order to such agreements, as applicable. No further action on permit the part of Seller La Senorita Companies 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 Shareholders to consummate the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by Seller the La Senorita Companies and Parent the Shareholders and (assuming the valid authorization, executionconstitutes, and delivery of this Agreement all other agreements by Buyer) is a and among the parties, when executed and delivered in accordance with the terms thereof, will constitute, the legal, valid and binding obligation obligations of Seller the La Senorita Companies and Parentthe Shareholders, enforceable against it in accordance with its termsthe terms hereof and thereof, except as that: (i) such enforcement may be limited by applicable subject to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally; (ii) the remedy of 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 the Shareholders have full power, authority and legal right to enter into this Agreement, and all other Legal Requirements generally affecting agreements by and among the enforcement parties, and to consummate the transactions contemplated hereby and thereby. This Section 3.2 is hereby qualified in its entirety by the following: the La Senorita Companies and the Shareholders represent that the consent of creditors’ rightsthe MLCC is required prior to the transfer of any and all consents, permits and licenses issued to the La Senorita Companies by the MLCC and that, in accordance with Section 6.18, Buyer shall be required to obtain such consent from the MLCC prior to the Closing.

Authority for Agreement. Such Seller (i) if a limited partnership, has the requisite limited partnership power and authority to execute and deliver this Agreement and each of the Transaction Documents, as applicable to such Seller and to perform its Affiliates that is obligations hereunder and thereunder, (ii) if a party to any Ancillary Agreement have all corporation, has the full corporate power and authority to enter into execute and deliver this Agreement and each of the Transaction Documents, as applicable to such Ancillary Agreements Seller and to carry out perform its obligations hereunder and thereunder, and (iii) if an individual, has the requisite legal capacity to execute and deliver this Agreement and each of the Transaction Documents, as applicable to such Seller and to perform its obligations hereunder and thereunder. Such Seller has approved this Agreement and the other documents contemplated hereby and the transactions contemplated hereby and therebythereby and has authorized the execution, delivery and their obligations hereunder and thereunder. The execution and delivery performance 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, other documents contemplated hereby 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 applicablethereby. No further action other proceedings on the part of Seller such Seller, whether by the members, partners, shareholders, managers or any of its Affiliates is otherwise, are necessary to approve and authorize the execution, delivery and performance of this Agreement or any Ancillary Agreement and the transactions other documents contemplated hereby or thereby. The officer executing this Agreement or any Ancillary Agreement on behalf and the consummation 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. This Agreement has and the other documents contemplated hereby to which such Seller is a party have been duly and validly executed and delivered by such Seller and Parent and (assuming the valid authorizationare legal, execution, and delivery of this Agreement by Buyer) is a valid and binding obligation obligations of Seller and Parentsuch Seller, enforceable against it such Seller in accordance with its their respective terms, except as such enforcement enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Legal Requirements generally similar laws affecting the enforcement of creditors’ rightsrights in general.

Authority for Agreement. Seller and each of its Affiliates that is a party to any Ancillary Agreement have all corporate Purchaser has full power and authority to enter into execute and deliver this Agreement and such each of the Ancillary Agreements to which Purchaser is a party, and to carry out the transactions contemplated hereby and thereby, and their its obligations hereunder and thereunder. The execution execution, delivery and delivery performance of this Agreement and each Ancillary Agreements required to be executed and delivered 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 thereunderPurchaser hereunder, and the consummation of all Transactions contemplated to be consummated by the transactions contemplated hereby and thereby Purchaser, have been duly authorized by all necessary corporate actionaction on the part of Purchaser, 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 no further action on the part of Seller or any of its Affiliates Purchaser is necessary to authorize this Agreement or any Ancillary Agreement such execution, delivery 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 therebyperformance. This Agreement has been duly and validly executed and delivered by Seller Purchaser and Parent constitutes, and (assuming each of the Ancillary Agreements required to be executed and delivered hereunder by Purchaser, when so executed and delivered, will constitute, the valid authorization, execution, and delivery of this Agreement by Buyer) is a valid and legally binding obligation of Seller and ParentPurchaser, enforceable against it Purchaser in accordance with its their respective terms, except as such enforcement may be limited by subject, in each case, to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or other Legal Requirements generally affecting the enforcement rights of creditors’ rightscreditors generally, and subject to general principles of equity, now or hereafter in effect. Neither the execution and delivery of this Agreement, each of the Ancillary Agreements contemplated to be executed and delivered by Purchaser, 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 all regulatory and governmental approvals sought by the 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 consummation of the Transactions.

Authority for Agreement. Seller The Company has full power, authority and each of its Affiliates that is a party to any Ancillary Agreement have all corporate power and authority legal right to enter into and, upon receipt of the Requisite Vote, perform its obligations under this Agreement and such Ancillary Agreements and to carry out the transactions other documents contemplated hereby and thereby, and their obligations hereunder and thereunder. The execution and delivery of this Agreement by Seller and to which the execution and delivery of any Ancillary Agreement by Seller and its Affiliates that are Company is or will be 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. The board of directors of the Company has (i) unanimously approved the Merger, this Agreement and the other documents contemplated hereby and the transactions contemplated hereby and thereby and authorized the execution, delivery and performance of this Agreement and the other documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby, (ii) resolved to recommend approval and adoption by the 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. No other corporate proceedings on the part of the Company or any of its Subsidiaries are, or will be, necessary to approve and authorize the execution, delivery and performance of this Agreement and the other documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby. This Agreement has and the other documents contemplated hereby have been duly and validly executed and delivered by Seller the Company and, assuming the due authorization, execution and delivery by Parent and (assuming the valid authorizationMerger Sub, executionare legal, and delivery of this Agreement by Buyer) is a valid and binding obligation obligations of Seller and Parentthe Company, enforceable against it the Company in accordance with its their respective terms, except as such enforcement enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Legal Requirements generally similar laws affecting the enforcement of creditors’ rightsrights in general. The Requisite Vote is the only vote of the Stockholders necessary to approve and authorize the Merger, this Agreement and the other documents contemplated hereby and the other transactions contemplated hereby and thereby.

Authority for Agreement. Seller Subject to receipt of the Required Buyer Stockholder Approval and each of its Affiliates that is a party to any Ancillary Agreement have all the Required Buyer Stockholder Extension Approval, the Buyer has the corporate power and authority to enter into and perform its obligations under this Agreement and such Ancillary Agreements and to carry out the transactions other documents contemplated hereby and thereby, and their obligations hereunder and 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 to which it is or will be 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. The board of directors of the Buyer has unanimously authorized the execution, delivery and performance of this Agreement and the other documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby. Subject to receipt of the Required Buyer Stockholder Approval, the Required Buyer Stockholder Extension Approval and the Redemption Offer, no other corporate proceedings on the part of the Buyer are necessary to approve and authorize the execution, delivery and performance of this Agreement and the other documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby. This Agreement has and the other documents contemplated hereby to which the Buyer is a party have been duly and validly executed and delivered by Seller and Parent and (the Buyer and, assuming the valid due authorization, execution, execution and delivery of this Agreement by Buyer) is a the Company and the Stockholders, are legal, valid and binding obligation obligations of Seller and Parentthe Buyer, enforceable against it the Buyer in accordance with its their respective terms, except as such enforcement enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Legal Requirements generally similar Laws affecting the enforcement of creditors’ rightsrights in general and the exercise of judicial discretion in accordance with general principles.

Authority for Agreement. Seller The Company has full power, authority and each of its Affiliates that is a party to any Ancillary Agreement have all corporate power and authority legal right to enter into and perform its obligations under this Agreement and such Ancillary Agreements and to carry out the transactions other documents contemplated hereby and thereby, and their obligations hereunder and thereunder. The execution and delivery of this Agreement by Seller and to which the execution and delivery of any Ancillary Agreement by Seller and its Affiliates that are Company is or will be 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. 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 (a) unanimously approved the Merger, this Agreement and the other documents contemplated hereby and the transactions contemplated hereby and thereby and authorized the execution, delivery and performance of this Agreement and the other documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby, (b) resolved to recommend approval and adoption by the stockholders of the Merger, this Agreement and 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 Company or, immediately following the execution and delivery of this Agreement, any stockholder of the Company are, or will be, necessary to approve and authorize the execution, delivery and performance of this Agreement and the other documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby. This Agreement has and the other documents contemplated hereby have been duly and validly executed and delivered by Seller the Company and Parent and (assuming the valid authorizationare legal, execution, and delivery of this Agreement by Buyer) is a valid and binding obligation obligations of Seller and Parentthe Company, enforceable against it in accordance with its their respective terms, except as such enforcement enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Legal Requirements generally similar laws affecting the enforcement of creditors’ rightsrights in general. The 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 and the other documents contemplated hereby and the other transactions contemplated hereby and thereby (the “Required Vote”). As of the date hereof, the holders of the Company Common Stock that are parties to this Agreement own (beneficially and of record) and have the right to vote, in the aggregate, 100% of the total issued and outstanding Company Common Stock.

Authority for Agreement. Seller and each of its Affiliates that is a party to any Ancillary Agreement have all corporate Purchaser has full power and authority to enter into execute and deliver this Agreement and such Ancillary Agreements each of the other agreements, instruments and documents contemplated hereby and to which Purchaser is a party and to carry out the transactions contemplated hereby and thereby, and their its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and each of the other agreements, instruments and documents required to be executed and delivered by Purchaser hereunder, and the performance of all transactions herein or therein contemplated, have been duly authorized by all necessary action on the part of Purchaser including the consent of all partners of Purchaser to the extent required, and no further action on the part of Purchaser is necessary to authorize such execution, delivery and performance. This Agreement has been duly executed and delivered by Purchaser and constitutes, and each of the other agreements, instruments and documents required 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, subject, in each case, to applicable bankruptcy, insolvency, moratorium and similar laws relating to or affecting the rights of creditors generally, and subject to general principles of equity, now or hereafter in effect. Neither the execution and delivery of this Agreement Agreement, each of the other agreements, instruments and documents contemplated to be executed and delivered by Seller and the execution and delivery of any Ancillary Agreement by Seller and its Affiliates that are a party theretoPurchaser, the performance of Seller and its Affiliates of their obligations hereunder and thereunder, and 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 all regulatory and thereby governmental approvals sought by the Parties have been duly authorized by all necessary corporate actionobtained, and do not and will not directly conflict in any respect with, result in a breach of or indirectly contravene constitute a default under any court or conflict with administrative order or process, judgment, decree, statute, law, ordinance, rule or regulation or any provisions of the charter, bylaws agreement or similar organizational documents of Seller and its Affiliates that are commitment to which Purchaser is a party to such agreements, as applicable. No further action on the part of Seller or by which it (or any of its Affiliates material properties or assets) is necessary to authorize this Agreement subject or any Ancillary Agreement and bound, except where such conflict, breach or default would not preclude the consummation of the transactions contemplated hereby herein 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. This Agreement has been duly and validly executed and delivered by Seller and Parent and (assuming the valid authorization, execution, and delivery of this Agreement by Buyer) is a valid and binding obligation of Seller and Parent, enforceable against it in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Legal Requirements generally affecting the enforcement of creditors’ rightstherein.

Authority for Agreement. Seller and each of its Affiliates that is a party to any Ancillary Agreement have all Purchaser has full corporate power and authority to enter into execute and deliver this Agreement and such Ancillary Agreements each of the other agreements, instruments and documents contemplated hereby, to which Purchaser is a party, and to carry out the transactions contemplated hereby and thereby, and their its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and each of the other agreements, instruments and documents required to be executed and delivered by Purchaser hereunder, and the performance of all transactions herein or therein contemplated, have been duly authorized by all necessary action on the part of Purchaser, and no further corporate action on the part of Purchaser is necessary to authorize such execution, delivery and performance. This Agreement has been duly executed and delivered by Purchaser and constitutes, and each of the other 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 of this Agreement Agreement, each of the other agreements, instruments and documents contemplated to be executed and delivered by Seller and the execution and delivery of any Ancillary Agreement by Seller and its Affiliates that are a party theretoPurchaser, the performance of Seller and its Affiliates of their obligations hereunder and thereunder, and 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 all regulatory and thereby governmental approvals sought by the Parties have been duly authorized by all necessary corporate actionobtained, and do not and will not directly conflict in any respect with, result in a breach of or indirectly contravene constitute a default under any court or conflict with administrative order or process, judgment, decree, statute, law, ordinance, rule or regulation or any provisions of the charter, bylaws agreement or similar organizational documents of Seller and its Affiliates that are 18 commitment to which Purchaser is a party to such agreements, as applicable. No further action on the part of Seller or by which it (or any of its Affiliates material properties or assets) is necessary to authorize this Agreement subject or any Ancillary Agreement and bound, except where such conflict, breach or default would not have a material adverse effect on Purchaser or preclude the consummation of the transactions contemplated hereby herein 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. This Agreement has been duly and validly executed and delivered by Seller and Parent and (assuming the valid authorization, execution, and delivery of this Agreement by Buyer) is a valid and binding obligation of Seller and Parent, enforceable against it in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Legal Requirements generally affecting the enforcement of creditors’ rightstherein.

Authority for Agreement. Seller Subject to obtaining the requisite shareholder approval of this Agreement and each the principal terms of its Affiliates that is a party to any Ancillary Agreement have all the Merger by the Requisite Vote, the Company and has the requisite corporate power power, authority and authority legal right to enter into and perform its obligations under this Agreement and such Ancillary the Transaction Agreements and to carry out which the transactions contemplated hereby and thereby, and their obligations hereunder and 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 Company is or will be 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 “Company Transaction Agreements”) and to consummate the transactions contemplated hereby and thereby. The board of directors of the Company has (i) unanimously approved the Merger, this Agreement and the Company Transaction Agreements and the transactions contemplated hereby and thereby and authorized the execution, delivery and performance of this Agreement and the Company Transaction Agreements and the consummation by the Company of the transactions contemplated hereby and thereby, (ii) resolved to recommend approval by the Shareholders of this Agreement and 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 Company or 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 and the other documents contemplated hereby and the consummation by the Company of the transactions contemplated hereby and thereby. This Agreement has and the Company Transaction Agreements have been or will be duly and validly executed and delivered by Seller the Company and Parent and (assuming the valid authorizationare or will be legal, execution, and delivery of this Agreement by Buyer) is a valid and binding obligation obligations of Seller and Parentthe Company, enforceable against it in accordance with its their respective terms, except as such enforcement enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Legal Requirements generally similar laws affecting the enforcement of creditors’ rightsrights in general. The Requisite Votes are the only votes of Shareholders of the Company necessary to approve this Agreement and the principal terms of the Merger.