Common use of Authority; Noncontravention; Voting Requirements Clause in Contracts

Authority; Noncontravention; Voting Requirements. (a) Each of Parent and Merger Sub has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement, subject to obtaining the Parent Stockholder Approval in the case of Parent. The execution, delivery and performance by Parent and Merger Sub of this Agreement, and the consummation of the transactions contemplated by this Agreement, have been duly authorized and approved by Merger Sub and Parent, as its sole member, and by the Board of Directors of Parent, and, except for obtaining the Parent Stockholder Approval in the case of Parent, no other entity action on the part of Parent and Merger Sub is necessary to authorize the execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of them in accordance with its terms; provided that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws from time to time in effect affecting creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing.

Authority; Noncontravention; Voting Requirements. (a) Each of Parent and Merger Sub The Company has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this AgreementStatutory Merger Agreement and, subject to obtaining the Parent Stockholder Approval in Company Shareholder Approval, to perform its obligations hereunder and to consummate the case of ParentTransactions. The execution, delivery and performance by Parent and Merger Sub the Company of this Agreement and the Statutory Merger Agreement, and the consummation by the Company of the transactions contemplated by this AgreementTransactions, have been duly authorized and approved by Merger Sub and Parent, as its sole member, and by the Board of Directors of ParentCompany Board, and, except for obtaining the Parent Stockholder Approval in Company Shareholder Approval, executing and delivering the case of ParentStatutory Merger Agreement and filing the Merger Application with the Registrar pursuant to the Bermuda Companies Act, no other entity action on the part of Parent and Merger Sub the Company is necessary to authorize the execution, delivery and performance by Parent and Merger Sub the Company of this Agreement and the Statutory Merger Agreement and the consummation by the Company of the transactions contemplated by this AgreementTransactions. This Agreement has been duly executed and delivered by Parent and Merger Sub the Company and, assuming due authorization, execution and delivery of this Agreement hereof by the other parties hereto parties, constitutes a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each of them the Company in accordance with its terms; provided , except that the such enforceability thereof (i) may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, rehabilitation, conservatorship, liquidation, receivership and other similar Laws of general application affecting or similar laws from time relating to time in effect affecting the enforcement of creditors’ rights and remedies generally and by (ii) is subject to general principles of equity (regardless of equity, whether such principles are considered in a proceeding at law or in equity or at law) (the “Bankruptcy and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingEquity Exception”).

Authority; Noncontravention; Voting Requirements. (a) Each of Parent and Merger Sub the SXE Entities has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreementhereby, including the Merger, subject to obtaining the Parent Stockholder SXE Unitholder Approval in for the case of ParentMerger. The Subject to Section 5.3(d), the execution, delivery and performance by Parent and Merger Sub the SXE Entities of this Agreement, and the consummation of the transactions contemplated by this Agreementhereby, including the Merger, have been duly authorized and approved by Merger Sub the SXE GP Board, which, at a meeting duly called and Parentheld, as its sole memberhas, on behalf of SXE and SXE GP, (i) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (ii) resolved to submit the Agreement to a vote of the SXE Limited Partners and (iii) resolved to recommend approval of this Agreement by the Board of Directors of Parent, and, except SXE Limited Partners. Except for obtaining the Parent Stockholder SXE Unitholder Approval in for the case approval of Parentthis Agreement, and consummation of the transactions contemplated hereby, no other entity action on the part of Parent and Merger Sub the SXE Entities is necessary to authorize the execution, delivery and performance by Parent and Merger Sub the SXE Entities of this Agreement and the consummation of the transactions contemplated by hereby, including the Merger. The member of SXE GP has unanimously approved the adoption of this AgreementAgreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Merger Sub the SXE Entities and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto Parties hereto, constitutes a the legal, valid and binding obligation of each of Parent and Merger Subthe SXE Entities, enforceable against each of them in accordance with its terms; provided that the enforceability thereof , except as such enforcement may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, fraudulent conveyance or other similar laws from time to time in effect Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are considered applied in a proceeding in equity Proceeding or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingor in equity).

Authority; Noncontravention; Voting Requirements. (a) Each of Parent and Merger Sub has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement, subject to obtaining the Parent Stockholder Approval in the case of Parent. The execution, delivery and performance by Parent and Merger Sub of this Agreement and by Parent of the KMP Merger Agreement and the KMR Merger Agreement, and the consummation of the transactions contemplated by this AgreementAgreement (including, in the case of Parent, the KMP Merger and the KMR Merger), have been duly authorized and approved by Merger Sub and Parent, as its sole member, and by the Board of Directors of Parent, and, except for obtaining the Parent Stockholder Approval in the case of Parent, no other entity action on the part of Parent and Merger Sub is necessary to authorize the execution, delivery and performance by Parent and Merger Sub of this Agreement or the execution, delivery and performance by Parent of the KMP Merger Agreement, and the KMR Merger Agreement, and the consummation of the transactions contemplated by this AgreementAgreement (including, in the case of Parent, the KMP Merger and the KMR Merger). This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of them in accordance with its terms; provided that . Each of the enforceability thereof may be limited KMP Merger Agreement and the KMR Merger Agreement has been duly executed and delivered by (i) Parent and the applicable bankruptcymerger Subsidiary and, insolvencyassuming due authorization, fraudulent transferexecution and delivery of by the other parties thereto constitutes a legal, reorganizationvalid and binding obligation of each of Parent and the applicable merger Subsidiary, moratorium or similar laws from time to time enforceable against Parent in effect affecting creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingaccordance with its terms.

Authority; Noncontravention; Voting Requirements. (a) Each of Parent and Merger Sub The Partnership has all necessary entity partnership power and authority to execute and deliver this Agreement and Agreement, to consummate the transactions contemplated by this Agreementperform its obligations hereunder and, subject to obtaining the Parent Stockholder Approval in Unitholder Approval, to consummate the case of ParentTransactions. The execution, delivery and performance by Parent the Partnership of this Agreement and Merger Sub the consummation by the Partnership of the Transactions have been duly authorized by the Partnership Board and approved by each of the Conflicts Committee and the Partnership Board, and the Partnership Board, acting upon the Conflicts Committee Recommendation, has unanimously (i) determined that this Agreement and the Transactions are fair to and in the best interests of the Partnership and the Unaffiliated Unitholders, (ii) approved this Agreement and the Transactions, (iii) directed that this Agreement and the Transactions be submitted to a vote of the Common Unitholders, and (iv) resolved, subject to Section 5.3, to make the Partnership Board Recommendation. As of the date of this Agreement, and neither the consummation of Conflicts Committee Recommendation nor the transactions contemplated by this AgreementPartnership Board Recommendation has been subsequently rescinded, have been duly authorized and approved by Merger Sub and Parent, as its sole member, and by the Board of Directors of Parent, and, except modified or withdrawn in any way. Except for obtaining the Parent Stockholder Approval in the case of ParentUnitholder Approval, no other entity action on the part of Parent and Merger Sub the Partnership is necessary to authorize the execution, delivery and performance by Parent and Merger Sub the Partnership of this Agreement and the consummation by the Partnership of the transactions contemplated by this AgreementTransactions. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Partnership and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto Sponsor Entities, constitutes a the legal, valid and binding obligation of each of Parent and Merger Subthe Partnership, enforceable against each of them the Partnership in accordance with its terms; provided that the , except as such enforceability thereof (A) may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, fraudulent conveyance, rehabilitation, conservatorship, liquidation, receivership and other similar Laws, now or similar laws from time hereafter in effect, of general application affecting or relating to time in effect affecting the enforcement of creditors’ rights and remedies generally and by (B) is subject to general principles of equity, whether applied in a Proceeding or at law or in equity (regardless of whether such principles are considered in a proceeding in equity or at law) collectively, the “Bankruptcy and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingEquity Exception”).

Authority; Noncontravention; Voting Requirements. (a) Each of Parent and Merger Sub has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreementand, subject to obtaining the Parent Stockholder Approval in the case of Parent, to consummate the transactions contemplated by this Agreement. The execution, delivery and performance by Parent and Merger Sub of this Agreement, and the consummation of the transactions contemplated by this Agreement, have been duly authorized and approved by each of Merger Sub, Parent as the sole member of Merger Sub, Parent, and the Parent Special Committee, and no other entity action on the part of Parent or Merger Sub is necessary to authorize the execution, delivery and Parent, as its sole member, and performance by the Board Parent or Merger Sub of Directors of Parent, this Agreement and, except for obtaining the Parent Stockholder Approval in the case of Parent, no other entity action on the part of Parent and Merger Sub is necessary to authorize the execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of them in accordance with its terms; provided that the enforceability thereof , except as such enforcement may be limited by (i) applicable bankruptcythe Enforceability Exceptions. The Special Committee has taken all necessary action so that any takeover, insolvencyanti-takeover, fraudulent transfermoratorium, reorganization“fair price”, moratorium “control share” or similar laws from time Law applicable to time Parent or any of its Subsidiaries (including the restrictions on “business combinations” with an “interested stockholder” (each as defined in effect affecting creditors’ rights Section 18-1090.3 of the OGCA) under Section 18-1090.3 of the OGCA) (“Takeover Laws”) do not, and remedies generally will not, apply to this Agreement and by general principles the consummation of equity (regardless of whether such principles are considered in a proceeding in equity or at law) the transactions contemplated this Agreement, including the Merger and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingthe Parent Stock Issuance.

Authority; Noncontravention; Voting Requirements. (a) Each of Parent and Merger Sub the AMID Entities has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreementhereby, subject to obtaining including the Parent Stockholder Approval in the case of ParentMerger. The execution, delivery and performance by Parent and Merger Sub the AMID Entities of this Agreement, the Holdings Contribution Agreement and the consummation of the transactions contemplated by this Agreementhereby and thereby, including the Merger, have been duly authorized and approved by all requisite partnership or limited liability company action on the part of each of the AMID Entities. At a meeting duly called and held, the AMID GP Board unanimously approved this Agreement, the Holdings Contribution Agreement and the transactions contemplated hereby and thereby, including the Merger Sub and Parent, as its sole memberthe Holdings Contribution, and by the Board of Directors of Parent, and, except for obtaining the Parent Stockholder Approval in the case of Parent, no other entity action on the part of Parent and Merger Sub the AMID Entities is necessary to authorize the execution, delivery and performance by Parent and Merger Sub the AMID Entities of this Agreement and the Holdings Contribution Agreement and the consummation of the transactions contemplated by this Agreementhereby and thereby, including the Merger and the Holdings Contribution. This Agreement has and the Holdings Contribution Agreement have been duly executed and delivered by Parent and Merger Sub the applicable AMID Entities and, assuming due authorization, execution and delivery of this Agreement and the Holdings Contribution Agreement by the other parties hereto hereto, this Agreement constitutes a legal, valid and binding obligation of each of Parent and Merger Subthe applicable AMID Entities, enforceable against each of them in accordance with its terms; provided that the enforceability thereof , except as such enforcement may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, fraudulent conveyance or other similar laws from time to time in effect Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are considered applied in a proceeding in equity Proceeding or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingor in equity).

Authority; Noncontravention; Voting Requirements. (a) Each of the Parent and Merger Sub Entities has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreementhereby, including the Merger and the GP Merger, subject to obtaining the Parent Stockholder Approval in the case of ParentUnitholder Approval. The execution, delivery and performance by the Parent and Merger Sub Entities of this Agreement, and the consummation of the transactions contemplated by this Agreementhereby, including the Merger and the GP Merger, have been duly authorized and approved by the Parent Managing GP Board, which, at a meeting duly called and held, has, on behalf of Parent and Parent GP, unanimously (i) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger Sub and Parent, as its sole memberthe GP Merger, and (ii) resolved to submit the Agreement to a vote of the Parent Limited Partners and limited partners of Parent GP and to recommend adoption of this Agreement by the Board of Directors of ParentParent Limited Partners, and, and except for obtaining the Parent Stockholder Unitholder Approval in for the case adoption of Parentthis Agreement, and consummation of the transactions contemplated hereby, no other entity action on the part of the Parent and Merger Sub Entities is necessary to authorize the execution, delivery and performance by the Parent and Merger Sub Entities of this Agreement and the consummation of the transactions contemplated by hereby, including the Merger and the GP Merger. The limited partners of Parent GP have unanimously approved the adoption of this AgreementAgreement and the consummation of the transaction contemplated hereby. This Agreement has been been, and the Parent Partnership Agreement Amendment will be, duly executed and delivered by the applicable Parent and Merger Sub Entities and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto constitutes hereto, this Agreement constitutes, and the Parent Partnership Agreement Amendment will constitute, a legal, valid and binding obligation of each of the applicable Parent and Merger SubEntities, enforceable against each of them in accordance with its terms; provided that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws from time to time in effect affecting creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing.

Authority; Noncontravention; Voting Requirements. (a) Each of Parent and Merger Sub The Company has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this AgreementStatutory Merger Agreement and, subject to obtaining the Parent Stockholder Approval in Company Shareholder Approval, to perform its obligations hereunder and to consummate the case of ParentTransactions. The execution, delivery and performance by Parent and Merger Sub the Company of this Agreement and the Statutory Merger Agreement, and the consummation by the Company of the transactions contemplated by this AgreementTransactions, have been duly authorized and approved by Merger Sub and Parent, as its sole member, and by the Board of Directors of ParentCompany Board, and, except for obtaining the Parent Stockholder Approval in Company Shareholder Approval, executing and delivering the case of ParentStatutory Merger Agreement and filing the Merger Application with the Registrar pursuant to the Bermuda Companies Act, no other entity action on the part of Parent and Merger Sub the Company is necessary to authorize the execution, delivery delivery, and performance by Parent and Merger Sub the Company of this Agreement and the Statutory Merger Agreement and the consummation by the Company of the transactions contemplated by this AgreementTransactions. This Agreement has been duly executed and delivered by Parent and Merger Sub the Company and, assuming due authorization, execution execution, and delivery of this Agreement hereof by the other parties hereto parties, constitutes a legal, valid valid, and binding obligation of each of Parent and Merger Subthe Company, enforceable against each of them the Company in accordance with its terms; provided , except that the such enforceability thereof (i) may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, rehabilitation, conservatorship, liquidation, receivership, and other similar Laws of general application affecting or similar laws from time relating to time in effect affecting the enforcement of creditors’ rights generally, and remedies generally and by (ii) is subject to general principles of equity (regardless of equity, whether such principles are considered in a proceeding at law or in equity or at law) (the “Bankruptcy and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingEquity Exception”).

Authority; Noncontravention; Voting Requirements. (a) Each of Parent and Merger Sub The Company has all necessary entity corporate power and authority to terminate the Prior Merger Agreement, pay the “Go-Shop Termination Fee” (as defined in the Prior Merger Agreement) and the “Parent Expenses” (as defined in the Prior Merger Agreement), execute and deliver this Agreement and to consummate the transactions contemplated by this Agreementand, subject to obtaining the Parent Company Stockholder Approval Approval, to perform its obligations hereunder and to consummate the Transactions. The termination of the Prior Merger Agreement, the payment of the “Go-Shop Termination Fee” (as defined in the case of Parent. The Prior Merger Agreement) and the “Parent Expenses” (as defined in the Prior Merger Agreement), the execution, delivery and performance by Parent and Merger Sub the Company of this Agreement, and the consummation by it of the transactions contemplated by this AgreementTransactions, have been duly authorized and approved by Merger Sub and Parent, as its sole memberBoard of Directors, and by no other corporate action on the Board part of Directors the Company is necessary to authorize the termination of Parentthe Prior Merger Agreement, the payment of the “Go-Shop Termination Fee” (as defined in the Prior Merger Agreement) and the “Parent Expenses” (as defined in the Prior Merger Agreement), and, except for obtaining the Parent Company Stockholder Approval in the case of ParentApproval, no other entity action on the part of Parent and Merger Sub is necessary to authorize the execution, delivery and performance by Parent and Merger Sub the Company of this Agreement and the consummation by it of the transactions contemplated by this AgreementTransactions. This Agreement has been duly executed and delivered by Parent and Merger Sub the Company and, assuming due authorization, execution and delivery of this Agreement hereof by the other parties hereto hereto, constitutes a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each of them the Company in accordance with its terms; provided , except that the such enforceability thereof (i) may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and other similar laws from time of general application affecting or relating to time in effect affecting the enforcement of creditors’ rights and remedies generally and by (ii) is subject to general principles of equity (regardless of equity, whether such principles are considered in a proceeding at law or in equity or at law) (the “Bankruptcy and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingEquity Exception”).

Authority; Noncontravention; Voting Requirements. (a) Each of Parent and Merger Sub has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement, subject to obtaining the Parent Stockholder Approval in the case of Parent. The execution, delivery and performance by Parent and Merger Sub of this Agreement, and the consummation of the transactions contemplated by this Agreement, have been duly authorized and approved by Merger Sub and Parent, as its sole member, and by the Board of Directors of ParentParent Board, and, except for obtaining the Parent Stockholder Approval in the case of Parent, no other entity action on the part of Parent and Merger Sub is necessary to authorize the execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of them in accordance with its terms; provided . The Parent Board has taken all necessary action so that the enforceability thereof may be limited by (i) applicable bankruptcyany takeover, insolvencyanti-takeover, fraudulent transfermoratorium, reorganization“fair price”, moratorium “control share” or similar laws from time Law applicable to time Parent or any of its Subsidiaries (including the restrictions on “business combinations” with an “interested stockholder” (each as defined in effect affecting creditors’ rights Section 203 of the DGCL) under Section 203 of the DGCL) (“Takeover Laws”) do not, and remedies generally will not, apply to this Agreement and by general principles the consummation of equity (regardless of whether such principles are considered in a proceeding in equity or at law) the transactions contemplated this Agreement, including the Merger and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingthe Parent Stock Issuance.

Authority; Noncontravention; Voting Requirements. (a) Each Except as set forth in Schedule 4.4(a), each of Parent and Merger Sub has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreementand, subject to obtaining the Parent Stockholder Shareholder Approval and the adoption of this Agreement by Parent as the sole stockholder of Merger Sub (it being understood that Parent hereby adopts this Agreement on its own behalf and in its capacity as the case sole stockholder of ParentMerger Sub), to perform its respective obligations hereunder and to consummate the Merger and the other Transactions to be performed or consummated by it. The Except as set forth on Schedule 4.4(a), the execution, delivery and performance by each of Parent and Merger Sub of this Agreement, and the consummation by Parent and Merger Sub of the transactions contemplated Merger and the other Transactions to be performed or consummated by this Agreementit, have been duly authorized and approved by the Boards of Directors of each of Parent and Merger Sub and Parent, adopted by Parent as its the sole member, and by the Board equityholder of Directors of ParentMerger Sub, and, except for obtaining the Parent Stockholder Approval in the case of ParentShareholder Approval, no other entity organizational action on the part of Parent and Merger Sub is necessary to authorize the execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by them of the transactions contemplated Merger and the other Transactions to be performed or consummated by this AgreementParent and Merger Sub. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery of this Agreement hereof by the other parties hereto Target, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of them in accordance with its terms; provided that , subject to the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws from time to time in effect affecting creditors’ rights Bankruptcy and remedies generally and by general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingEquity Exception.

Authority; Noncontravention; Voting Requirements. (a) Each of Parent SplitCo and Merger Sub has all necessary entity corporate and limited liability company power and authority to execute and deliver this Agreement and each of the other Transaction Agreements to which it is a party and to perform its obligations hereunder and thereunder, and, subject to the effectiveness of the SplitCo Stockholder Consent and Merger Sub Member Consent, to consummate the transactions contemplated by this Agreement, subject to obtaining the Parent Stockholder Approval in the case of ParentTransactions. The execution, delivery and performance by Parent each of SplitCo and Merger Sub of this AgreementAgreement and each of the other Transaction Agreements to which SplitCo and/or Merger Sub, as applicable, is a party, and the consummation by each of SplitCo and Merger Sub of the transactions contemplated by this AgreementTransactions, have been duly authorized and approved by Merger Sub and Parent, as its sole member, and by the SplitCo’s Board of Directors and the sole member of ParentMerger Sub, and, except for obtaining and subject to the Parent effectiveness of the SplitCo Stockholder Approval in the case of ParentConsent and Merger Sub Member Consent, no other entity corporate or limited liability company action on the part of Parent and SplitCo or Merger Sub is necessary to authorize the execution, delivery and performance by Parent each of SplitCo and Merger Sub of this Agreement Agreement, each of the other Transaction Agreements to which SplitCo and/or Merger Sub, as applicable, is a party and the consummation by SplitCo and Merger Sub of the transactions contemplated by this AgreementTransactions. This Agreement has and each of the other Transaction Agreements to which SplitCo and/or Merger Sub is a party, as applicable, have been duly executed and delivered by Parent and SplitCo and/or Merger Sub Sub, as applicable, and, assuming due authorization, execution and delivery of this Agreement hereof and thereof by the other parties hereto and thereto, constitutes a legal, valid and binding obligation of each of Parent and SplitCo and/or Merger Sub, as applicable, enforceable against each of them SplitCo and/or Merger Sub, as applicable, in accordance with its and their terms; provided , except that such enforceability is subject to the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws from time to time in effect affecting creditors’ rights Bankruptcy and remedies generally and by general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingEquity Exception.

Authority; Noncontravention; Voting Requirements. (a) Each of Parent and Merger Xxxxxx Sub has all necessary entity corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreementperform its obligations hereunder and, subject to obtaining the Parent Merger Sub Stockholder Approval in Approval, to consummate the case of ParentTransactions. The execution, delivery and performance by Parent Xxxxxx and Merger Sub of this Agreement, Agreement and the consummation by Xxxxxx and Merger Sub of the transactions contemplated by this AgreementTransactions, have been duly unanimously authorized and approved by each of the Parent Board and the Merger Sub and ParentBoard, as its sole member, and by the Board of Directors of Parentapplicable, and, except for filing the Certificate of Merger with the Secretary of State pursuant to the DGCL and obtaining the Parent Merger Sub Stockholder Approval (which approval shall be provided by the written consent of Parent as promptly as practicable following the execution of this Agreement (and in the case of Parentany event within 24 hours)), no other entity action (including any stockholder vote or other action) on the part of Parent and or Merger Sub is necessary to authorize the execution, delivery and performance by Parent Xxxxxx and Merger Xxxxxx Sub of this Agreement and the consummation by Xxxxxx and Merger Sub of the transactions contemplated by this AgreementTransactions. This Agreement has been duly and validly executed and delivered by Parent Xxxxxx and Merger Xxxxxx Sub and, assuming due authorization, execution and delivery of this Agreement hereof by the other parties hereto Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of them in accordance with its terms; provided , except that the such enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws from time and is subject to time in effect affecting creditors’ rights the Bankruptcy and remedies generally and by general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingEquity Exception.

Authority; Noncontravention; Voting Requirements. (a) Each of Parent and Merger Sub has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreementand, subject to obtaining the Parent Stockholder Approval in the case of Parent, to consummate the transactions contemplated by this Agreement. The execution, delivery and performance by Parent and Merger Sub of this Agreement, and the consummation of the transactions contemplated by this Agreement, have been duly authorized and approved by each of Merger Sub, NewCo as the sole member of Merger Sub and Parent, as its sole memberand no other entity action on the part of Parent or Merger Sub is necessary to authorize the execution, delivery and performance by the Board Parent or Merger Sub of Directors of Parent, this Agreement and, except for obtaining the Parent Stockholder Approval in the case of Parent, no other entity action on the part of Parent and Merger Sub is necessary to authorize the execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of them in accordance with its terms; provided that the enforceability thereof , except as such enforcement may be limited by (i) applicable bankruptcythe Enforceability Exceptions. The Parent Board has taken all necessary action so that any takeover, insolvencyanti-takeover, fraudulent transfermoratorium, reorganization, moratorium “fair price,” “control share” or similar laws from time Law applicable to time Parent or any of its Subsidiaries (including the restrictions on “business combinations” with an “interested stockholder” (each as defined in effect affecting creditors’ rights Section 203 of the DGCL) under Section 203 of the DGCL) (“Takeover Laws”) do not, and remedies generally will not, apply to this Agreement and by general principles the consummation of equity (regardless of whether such principles are considered in a proceeding in equity or at law) the transactions contemplated this Agreement, including the Merger and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingthe Parent Stock Issuance.

Authority; Noncontravention; Voting Requirements. (a) Each of Parent and Merger Sub has all necessary entity power and authority to execute and deliver this Agreement and, subject to the Merger Sub Shareholder Approval, the Parent Shareholders Approval and any required Governmental Approvals, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement, subject to obtaining the Parent Stockholder Approval in the case of ParentTransactions. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the Statutory Merger Agreement, and the consummation by Parent and Merger Sub of the transactions contemplated by this AgreementTransactions, have been duly authorized and approved by each of the Parent Board and the Merger Sub and ParentBoard, as its sole member, and by the Board of Directors of Parentapplicable, and, except for executing and delivering the Statutory Merger Agreement, filing the Merger Application with the Registrar pursuant to the Bermuda Companies Act and obtaining the Merger Sub Shareholder Approval (which approval shall be provided by the written consent of Parent Stockholder immediately following the execution of this Agreement), the Parent Shareholder Approval and any required Governmental Approvals as set forth in Section 4.04 or Sections 4.04(e) or 4.04(k) of the case of ParentParent Disclosure Letter, no other entity corporate action on the part of Parent and or Merger Sub is necessary to authorize the execution, delivery and performance by Parent and Merger Sub of this Agreement and the Statutory Merger Agreement and the consummation by Parent and Merger Sub of the transactions contemplated by this AgreementTransactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery of this Agreement hereof by the other parties hereto Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of them in accordance with its terms; provided , except that the such enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws from time and is subject to time in effect affecting creditors’ rights the Bankruptcy and remedies generally and by general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingEquity Exception.

Authority; Noncontravention; Voting Requirements. (a) Each of Parent Parent, Holdings and Merger Sub has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreementand, subject to obtaining the Parent Stockholder Approval in the case of Parent, to consummate the transactions contemplated by this Agreement. The execution, delivery and performance by Parent each of Parent, Holdings and Merger Sub of this Agreement, the Transaction Documents and the consummation of the transactions contemplated by this Agreement, have been been, as applicable, duly authorized and approved by the Parent Board and the Holdings Board for the Parent and Holdings and for and on behalf of Merger Sub and ParentSub, as its sole memberapplicable, and by no other entity action on the Board of Directors part of Parent, Holdings or Merger Sub is necessary to authorize the execution, delivery and performance by Parent, Holdings and Merger Sub of this Agreement and, except for obtaining the Parent Stockholder Approval in the case of Parent, no other entity action on the part of Parent and Merger Sub is necessary to authorize the execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent each of Parent, Holdings and Merger Sub and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto hereto, constitutes a legal, valid and binding obligation of each of Parent Parent, Holdings and Merger Sub, enforceable against each of them in accordance with its terms; provided that the enforceability thereof , except as such enforcement may be limited by (i) the Enforceability Exceptions. The Parent Board has taken all necessary action so that any Takeover Laws applicable bankruptcyto Parent or any of its Subsidiaries do not, insolvencyand will not, fraudulent transferapply to this Agreement and the consummation of the transactions contemplated by this Agreement, reorganization, moratorium or similar laws from time to time in effect affecting creditors’ rights including the Merger and remedies generally and by general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingthe Parent Stock Issuance.

Authority; Noncontravention; Voting Requirements. (a) Each of Parent and Merger Sub The Company has all necessary entity limited partnership power and authority to execute and deliver this Agreement and the Related Agreements and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated by this Agreement, subject to obtaining the Parent Stockholder Approval in the case of ParentTransactions. The execution, delivery and performance by Parent and Merger Sub the Company of this AgreementAgreement and the Related Agreements, and the consummation by it of the transactions contemplated by this AgreementTransactions, have been duly authorized and approved by Merger Sub the General Partner (and Parent, as its sole memberapproved by the Conflicts Committee thereof), and by the Board of Directors of Parent, and, except for obtaining the Parent Stockholder Approval in the case of Parent, no other entity limited partnership action on the part of Parent and Merger Sub the Company, its general partner or its limited partners is necessary to authorize the execution, delivery and performance by Parent and Merger Sub the Company of this Agreement and the Related Agreements and the consummation by it of the transactions contemplated by this AgreementTransactions. This Agreement and the Amended and Restated Promissory Note each has been and each other Related Agreement to which it is a party will be on the Closing Date, duly executed and delivered by Parent and Merger Sub the Company and, assuming due authorization, execution and delivery of hereof and thereof by the Investor or the Investor’s Affiliates, as applicable, this Agreement by and the other parties hereto constitutes Amended and Restated Promissory Note each constitutes, and each Related Agreement to which it is a party will on the Closing Date constitute, a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each of them the Company in accordance with its terms; provided , except that the such enforceability thereof (i) may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or similar laws from time relating to time in effect affecting the enforcement of creditors’ rights and remedies generally and by (ii) is subject to general principles of equity (regardless of equity, whether such principles are considered in a proceeding at law or in equity or at law) (collectively, with clause (i), the “Bankruptcy and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingEquity Exception”).

Authority; Noncontravention; Voting Requirements. (a) Each of Parent and Merger Sub The Company has all necessary entity corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreementand, subject to obtaining the Parent Company Stockholder Approval in Approval, to perform its obligations hereunder and to consummate the case of ParentMerger and any other Transactions contemplated hereby to which it is a party. The execution, delivery and performance by Parent and Merger Sub the Company of this Agreement, and the consummation by it of the transactions Merger and any other Transactions contemplated by this Agreementhereby to which it is a party, have been duly authorized and approved by Merger Sub and Parent, as its sole member, and by the Board of Directors acting upon a receipt of Parenta recommendation by the Special Committee, and, and except for obtaining the Parent Company Stockholder Approval in for the case adoption of Parentthis Agreement and the consummation of the Merger and any other Transactions contemplated hereby to which it is a party and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other entity corporate action on the part of Parent and Merger Sub the Company is necessary to authorize the execution, delivery and performance by Parent and Merger Sub the Company of this Agreement and the consummation by it of the transactions Merger and any other Transactions contemplated by this Agreementhereby to which it is a party. This Agreement has been duly executed and delivered by Parent and Merger Sub the Company and, assuming due authorization, execution and delivery of this Agreement hereof by the other parties hereto hereto, constitutes a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each of them the Company in accordance with its terms; provided , except that the such enforceability thereof (i) may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and other similar laws from time of general application affecting or relating to time in effect affecting the enforcement of creditors’ rights and remedies generally and by (ii) is subject to general principles of equity (regardless of equity, whether such principles are considered in a proceeding at law or in equity or at law) (the “Bankruptcy and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingEquity Exception”).

Authority; Noncontravention; Voting Requirements. (a) Each of Parent and Merger Sub The Company has all necessary entity power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to consummate the transactions contemplated by this Agreementperform its obligations hereunder and, subject to obtaining the Parent Stockholder Company Shareholder Approval in and any required Governmental Approvals, to consummate the case of ParentTransactions. The execution, delivery and performance by Parent and Merger Sub the Company of this Agreement and the Statutory Merger Agreement, and the consummation by the Company of the transactions contemplated by this AgreementTransactions, have been duly authorized and approved by Merger Sub and Parent, as its sole member, and by the Board of Directors of ParentCompany Board, and, except for obtaining the Parent Stockholder Approval Company Shareholder Approval, executing and delivering the Statutory Merger Agreement, filing the Merger Application with the Registrar pursuant to the Bermuda Companies Act and obtaining any required Governmental Approvals as set forth in Section 3.04 or Sections 3.04(e) or 3.04(g) of the case of ParentCompany Disclosure Letter, no other entity corporate action on the part of Parent and Merger Sub the Company is necessary to authorize the execution, delivery and performance by Parent and Merger Sub the Company of this Agreement and the Statutory Merger Agreement and the consummation by the Company of the transactions contemplated by this AgreementTransactions. This Agreement has been duly executed and delivered by Parent and Merger Sub the Company and, assuming due authorization, execution and delivery of this Agreement hereof by the other parties hereto hereto, constitutes a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each of them the Company in accordance with its terms; provided , except that the such enforceability thereof (i) may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, rehabilitation, conservatorship, liquidation, receivership and other similar Laws of general application affecting or similar laws from time relating to time in effect affecting the enforcement of creditors’ rights and remedies generally and by (ii) is subject to general principles of equity (regardless of equity, whether such principles are considered in a proceeding at law or in equity or at law(clauses (i) and (ii) public policy), applicable law relating to fiduciary duties collectively, the “Bankruptcy and indemnification and an implied covenant of good faith and fair dealingEquity Exception”).

Authority; Noncontravention; Voting Requirements. (a) Each of Parent and Merger Sub The Company has all necessary entity corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to consummate the transactions contemplated by this Agreementwhich it is a party and, subject to obtaining the Parent Company Stockholder Approval Approval, if required, in respect of the case of ParentOffer and the Merger, to perform its obligations hereunder and to consummate the Transactions and the transactions contemplated by such Ancillary Agreements. The execution, delivery and performance by Parent and Merger Sub the Company of this AgreementAgreement and the Ancillary Agreements to which it is a party, and the consummation by it of the Transactions and the transactions contemplated by this Agreementsuch Ancillary Agreements, have been duly authorized and approved by Merger Sub and Parent, as its sole memberBoard of Directors, and by the Board of Directors of Parent, and, except for obtaining the Parent Company Stockholder Approval Approval, if required, in respect of the case of ParentMerger, no other entity corporate action on the part of Parent and Merger Sub the Company is necessary to authorize the execution, delivery and performance by Parent and Merger Sub the Company of this Agreement and the Ancillary Agreements to which it is a party and the consummation by it of the Transactions and the transactions contemplated by this Agreementsuch Ancillary Agreements. This Agreement and each Ancillary Agreement to which the Company is a party has been duly executed and delivered by Parent and Merger Sub the Company and, assuming due authorization, execution and delivery of this Agreement hereof and thereof by the other parties hereto and thereto, constitutes a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each of them the Company in accordance with its terms; provided , except that the such enforceability thereof (i) may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and other similar laws from time of general application affecting or relating to time in effect affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an any implied covenant of good faith and fair dealingdealing and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity.

Authority; Noncontravention; Voting Requirements. (a) Each of Parent and Merger Sub The Company has all necessary entity corporate power and authority to terminate the Prior Merger Agreement, pay the “No-Shop Termination Fee” (as defined in the Prior Merger Agreement), execute and deliver this Agreement and to consummate the transactions contemplated by this Agreementperform its obligations hereunder and, subject to obtaining the Parent Company Stockholder Approval Approval, to consummate the Transactions. The termination of the Prior Merger Agreement, the payment of the “No-Shop Termination Fee” (as defined in the case of Parent. The Prior Merger Agreement), the execution, delivery and performance by Parent and Merger Sub the Company of this Agreement, and the consummation by it of the transactions contemplated by this AgreementTransactions, have been duly authorized and approved by Merger Sub and Parent, as its sole memberboard of directors, and by no other corporate action on the Board part of Directors the Company or its stockholders is necessary to authorize the termination of Parentthe Prior Merger Agreement, the payment of the “No-Shop Termination Fee” (as defined in the Prior Merger Agreement), and, except for obtaining the Parent Company Stockholder Approval in the case of ParentApproval, no other entity corporate action on the part of Parent and Merger Sub the Company or its stockholders is necessary to authorize the execution, delivery and performance by Parent and Merger Sub the Company of this Agreement and the consummation by it of the transactions contemplated by this AgreementTransactions. This Agreement has been duly executed and delivered by Parent and Merger Sub the Company and, assuming due authorization, execution and delivery of this Agreement hereof by the other parties hereto hereto, constitutes a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each of them the Company in accordance with its terms; provided , except that the such enforceability thereof (i) may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and other similar laws from time of general application affecting or relating to time in effect affecting the enforcement of creditors’ rights and remedies generally and by (ii) is subject to general principles of equity (regardless of equity, whether such principles are considered in a proceeding at law or in equity or at law) (the “Bankruptcy and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingEquity Exception”).

Authority; Noncontravention; Voting Requirements. (a1) Each of Parent and Merger Sub The Company has all necessary entity power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to consummate the transactions contemplated by this Agreementperform its obligations hereunder and, subject to obtaining the Parent Stockholder Company Shareholder Approval in and any required Governmental Approvals, to consummate the case of ParentTransactions. The execution, delivery and performance by Parent and Merger Sub the Company of this Agreement and the Statutory Merger Agreement, and the consummation by the Company of the transactions contemplated by this AgreementTransactions, have been duly authorized and approved by Merger Sub and Parent, as its sole member, and by the Board of Directors of ParentCompany Board, and, except for obtaining the Parent Stockholder Approval Company Shareholder Approval, executing and delivering the Statutory Merger Agreement, filing the Merger Application with the Registrar pursuant to the Bermuda Companies Act and obtaining any required Governmental Approvals as set forth in Section 3.04 or Sections 3.04(e) or 3.04(g) of the case of ParentCompany Disclosure Letter, no other entity corporate action on the part of Parent and Merger Sub the Company is necessary to authorize the execution, delivery and performance by Parent and Merger Sub the Company of this Agreement and the Statutory Merger Agreement and the consummation by the Company of the transactions contemplated by this AgreementTransactions. This Agreement has been duly executed and delivered by Parent and Merger Sub the Company and, assuming due authorization, execution and delivery of this Agreement hereof by the other parties hereto hereto, constitutes a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each of them the Company in accordance with its terms; provided , except that the such enforceability thereof (i) may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, rehabilitation, conservatorship, liquidation, receivership and other similar Laws of general application affecting or similar laws from time relating to time in effect affecting the enforcement of creditors’ rights and remedies generally and by (ii) is subject to general principles of equity (regardless of equity, whether such principles are considered in a proceeding at law or in equity or at law(clauses (i) and (ii) public policy), applicable law relating to fiduciary duties collectively, the “Bankruptcy and indemnification and an implied covenant of good faith and fair dealingEquity Exception”).

Authority; Noncontravention; Voting Requirements. (a) Each of Parent Parent, Holdings and Merger Sub has all necessary entity power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement, subject to obtaining the Parent Stockholder Approval in the case of Parent. The execution, delivery and performance by Parent Parent, Holdings and Merger Sub of this Agreement, and the consummation of the transactions contemplated by this Agreement, have been duly authorized and approved by each of Merger Sub, Holdings as the sole member of Merger Sub and Parent, as its sole member, and by the Board of Directors of Parent, and, except for obtaining the Parent Stockholder Approval in the case of Parent, no other entity action on the part of Parent and Parent, Holdings or Merger Sub is necessary to authorize the execution, delivery and performance by Parent and Parent, Holdings or Merger Sub of this Agreement and the consummation of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent each of Parent, Holdings and Merger Sub and, assuming due authorization, execution and delivery of this Agreement by the other parties hereto hereto, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of them in accordance with its terms; provided that the enforceability thereof , except as such enforcement may be limited by (i) applicable bankruptcythe Enforceability Exceptions. The Parent Board has taken all necessary action so that any takeover, insolvencyanti-takeover, fraudulent transfermoratorium, reorganization, moratorium “fair price,” “control share” or similar laws from time Law applicable to time Parent or any of its Subsidiaries (including the restrictions on “business combinations” with an “interested stockholder” (each as defined in effect affecting creditors’ rights Section 203 of the DGCL) under Section 203 of the DGCL) (“Takeover Laws”) do not, and remedies generally will not, apply to this Agreement and by general principles the consummation of equity (regardless of whether such principles are considered in a proceeding in equity or at law) the transactions contemplated this Agreement, including the Merger and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingthe Parent Stock Issuance.

Authority; Noncontravention; Voting Requirements. (a1) Each of Parent and Merger Sub has all necessary entity power and authority to execute and deliver this Agreement and, subject to the Merger Sub Shareholder Approval, the Parent Shareholders Approval and any required Governmental Approvals, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement, subject to obtaining the Parent Stockholder Approval in the case of ParentTransactions. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the Statutory Merger Agreement, and the consummation by Parent and Merger Sub of the transactions contemplated by this AgreementTransactions, have been duly authorized and approved by each of the Parent Board and the Merger Sub and ParentBoard, as its sole member, and by the Board of Directors of Parentapplicable, and, except for executing and delivering the Statutory Merger Agreement, filing the Merger Application with the Registrar pursuant to the Bermuda Companies Act and obtaining the Merger Sub Shareholder Approval (which approval shall be provided by the written consent of Parent Stockholder immediately following the execution of this Agreement), the Parent Shareholder Approval and any required Governmental Approvals as set forth in Section 4.04 or Sections 4.04(e) or 4.04(k) of the case of ParentParent Disclosure Letter, no other entity corporate action on the part of Parent and or Merger Sub is necessary to authorize the execution, delivery and performance by Parent and Merger Sub of this Agreement and the Statutory Merger Agreement and the consummation by Parent and Merger Sub of the transactions contemplated by this AgreementTransactions. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery of this Agreement hereof by the other parties hereto Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of them in accordance with its terms; provided , except that the such enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws from time and is subject to time in effect affecting creditors’ rights the Bankruptcy and remedies generally and by general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingEquity Exception.

Authority; Noncontravention; Voting Requirements. (a) Each of Parent and Merger Sub The Company has all necessary entity power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to consummate the transactions contemplated by this Agreementperform its obligations hereunder and, subject to obtaining the Parent Stockholder Approval in Required Shareholder Approvals, to consummate the case of ParentTransactions. The execution, delivery and performance by Parent and Merger Sub the Company of this Agreement and the Statutory Merger Agreement, and the consummation by the Company of the transactions contemplated by this AgreementTransactions, have been duly unanimously authorized and approved by Merger Sub and Parent, as its sole member, and by the Company Board of Directors of Parent(acting upon the Special Committee Recommendation), and, except for obtaining the Parent Stockholder Approval in Required Shareholder Approvals and Governmental Approvals, executing and delivering the case of ParentStatutory Merger Agreement and filing the Merger Application with the Registrar pursuant to the Bermuda Companies Act, no other entity action on the part of Parent and Merger Sub the Company is necessary to authorize the execution, delivery and performance by Parent and Merger Sub 14 the Company of this Agreement and the Statutory Merger Agreement and the consummation by the Company of the transactions contemplated by this AgreementTransactions. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming due authorization, execution and delivery of this Agreement hereof by the other parties hereto hereto, constitutes a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each of them the Company in accordance with its terms; provided , except that the such enforceability thereof (i) may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, rehabilitation, conservatorship, liquidation, receivership and other similar Laws, now or similar laws from time hereafter in effect, of general application affecting or relating to time in effect affecting the enforcement of creditors’ rights and remedies generally and by (ii) is subject to general principles of equity (regardless of equity, whether such principles are considered in a proceeding at law or in equity or at law) (collectively, the “Bankruptcy and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealingEquity Exception”).