Common use of Authority of Sellers Clause in Contracts

Authority of Sellers. Each Seller and Parent have all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which such Seller or Parent, as applicable, is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by such Seller and Parent of this Agreement and any Ancillary Agreement to which such Seller or Parent, as applicable, is a party, the performance by such Seller and Parent, as applicable, of their obligations hereunder and thereunder and the consummation by such Seller and Parent of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of such Seller and Parent, as applicable. This Agreement has been duly executed and delivered by each Seller and Parent, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of each Seller and Parent, enforceable against each Seller and Parent, as applicable, in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity). When each of the Ancillary Agreements to which each Seller or Parent, as applicable, is a party has been duly executed and delivered by such Seller or Parent, as applicable (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement constitutes a legal and binding obligation of such Seller and Parent, as applicable, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at law or in equity).

Authority of Sellers. Each Seller and Parent have all necessary has full corporate or limited liability company, as applicable, power and authority to enter into this Agreement and the Ancillary Agreements other Transaction Documents to which such Seller or Parent, as applicable, is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by such each Seller and Parent of this Agreement and any Ancillary Agreement other Transaction Document to which such Seller or Parent, as applicable, is a party, the performance by such Seller and Parent, as applicable, of their its obligations hereunder and thereunder and the consummation by such Seller and Parent of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate or limited liability company, as applicable, action on the part of such Seller and Parent, as applicableSeller. This Agreement has been duly executed and delivered by each Seller and ParentSeller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of each Seller and Parent, enforceable against each Seller and Parent, as applicable, in accordance with its terms, except as such enforceability enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or similar Laws laws generally affecting creditors’ the rights generally of creditors and by subject to general principles of equity (equity, regardless of whether enforcement is sought in a Proceeding at Law equity or in equity)law. When each of the Ancillary Agreements other Transaction Document to which each any Seller is or Parent, as applicable, is will be a party has been duly executed and delivered by such Seller or Parent, as applicable (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement constitutes Transaction Document will constitute a legal and binding obligation of such Seller and Parent, as applicable, enforceable against it in accordance with its terms, except as such enforceability enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or similar Laws laws generally affecting creditors’ the rights generally of creditors and by subject to general principles of equity (equity, regardless of whether enforcement is sought in a Proceeding at law equity or in equity)law.

Authority of Sellers. Each Seller has, upon entry of the Sale Order and Parent have Bankruptcy Court approval, all necessary corporate requisite power and authority to enter into execute and deliver this Agreement and each Seller has, upon entry of the Ancillary Agreements Sale Order and Bankruptcy Court approval, all requisite power and authority to which execute and deliver each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by such Seller or Parent, as applicable, is a partyin connection with the consummation of the transactions contemplated by this Agreement (the “Sellers Documents”), to carry out its perform their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by such Seller and Parent of this Agreement and any Ancillary Agreement to which such Seller or Parent, as applicable, is a party, the performance by such Seller and Parent, as applicable, of their obligations hereunder and thereunder Sellers Documents and the consummation by such Seller and Parent of the transactions contemplated hereby and thereby have been will be duly authorized by all requisite corporate action on the part of such each Seller and Parent, as applicableprior to the Closing. This Agreement has been been, and each of the Sellers Documents will be at or prior to the Closing, duly executed and delivered by each Seller and Parent, which is a party thereto and (assuming the due authorization, execution and delivery by Buyerthe other parties hereto and thereto, the entry of the Sale Order) this Agreement constitutes a constitutes, and each of the Sellers Documents when so executed and delivered will constitute, legal, valid and binding obligation obligations of each Seller and ParentSeller, enforceable against each Seller and Parent, as applicable, the Sellers in accordance with its their respective terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or and similar Laws affecting creditors’ rights generally and by remedies generally, and subject, as to enforceability, to general principles of equity equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a Proceeding at Law or in equity). When each of the Ancillary Agreements to which each Seller or Parent, as applicable, is a party has been duly executed and delivered by such Seller or Parent, as applicable (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement constitutes a legal and binding obligation of such Seller and Parent, as applicable, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding proceeding at law or in equity).

Authority of Sellers. Each Seller and Parent have has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements other Transaction Documents to which such Seller or Parent, as applicable, is a party, to carry out its such Seller’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery by such each Seller and Parent of this Agreement and any Ancillary Agreement other Transaction Document to which such Seller or Parent, as applicable, is a party, the performance by such each Seller and Parent, as applicable, of their its obligations hereunder and thereunder and the consummation by such each Seller and Parent of the transactions contemplated hereby and thereby Transactions have been duly authorized by all requisite corporate action on the part of by such Seller, and no other act or proceeding by such Seller and Parent, as applicableis necessary to authorize this Agreement or the other Transaction Documents or the Transactions. This Agreement has been duly executed and delivered by each Seller and ParentSeller, and (assuming due authorization, execution and delivery by Buyereach other Party) this Agreement constitutes a legal, valid and binding obligation of each Seller and Parentsuch Seller, enforceable against each such Seller and Parent, as applicable, in accordance with its terms, terms (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equityequitable principles). When each of the Ancillary Agreements other Transaction Document to which each a Seller is, or Parentwill be, as applicable, is a party has been duly executed and delivered by such Seller or Parent, as applicable (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement constitutes Transaction Document will constitute a legal and binding obligation of such Seller and Parent, as applicableSeller, enforceable against it such Seller in accordance with its terms, terms (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at law or in equityequitable principles).

Authority of Sellers. Each Subject to the consents set forth in Section 4.03 of the Disclosure Schedules, each Seller and Parent have all necessary corporate has full limited liability company power and authority to enter into this Agreement and the Ancillary Agreements other Transaction Documents to which such Seller or Parent, as applicable, is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by such a Seller and Parent of this Agreement and any Ancillary Agreement other Transaction Document to which such Seller or Parent, as applicable, is a party, the performance by such a Seller and Parent, as applicable, of their its obligations hereunder and thereunder and the consummation by such a Seller and Parent of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate limited liability company action on the part of such Seller and Parent, as applicableSeller. This Agreement has been duly executed and delivered by each Seller and Parenteach Principal Member, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of each Seller Sellers and Parent, Principal Members enforceable against each Seller Sellers and Parent, as applicable, Principal Members in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or moratorium, fraudulent conveyance and other similar Laws laws of general application affecting enforcement of creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity)equitable principles. When each of the Ancillary Agreements Transaction Document to which each a Seller or Parent, as applicable, a Principal Member is a or will be party to has been duly executed and delivered by such Seller or Parent, as applicable Principal Member (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement constitutes Transaction Document will constitute a legal and binding obligation of such Seller and Parent, as applicable, or such Principal Member enforceable against it or him in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or moratorium, fraudulent conveyance and other similar Laws laws of general application affecting enforcement of creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at law or in equity)equitable principles.

Authority of Sellers. Each Seller and Parent have has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements other Transaction Documents to which such Seller or Parent, as applicable, it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by such each Seller and Parent of this Agreement and any Ancillary Agreement other Transaction Document to which such Seller or Parent, as applicable, it is a party, the performance by such Seller and Parent, as applicable, it of their its obligations hereunder and thereunder and the consummation by such Seller and Parent it of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of such Seller and Parent, as applicableSeller. This Agreement has been duly executed and delivered by each Seller and ParentSeller, and (assuming due authorization, execution and delivery by BuyerBuyers) this Agreement constitutes a legal, valid and binding obligation of each Seller and Parentsuch Seller, enforceable against each such Seller and Parent, as applicable, in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding proceeding at Law law or in equity). When each of the Ancillary Agreements other Transaction Document to which each a Seller is or Parent, as applicable, is will be a party has been duly executed and delivered by such Seller or Parent, as applicable (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement constitutes Transaction Document will constitute a legal and binding obligation of such Seller and Parent, as applicable, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding proceeding at law or in equity).

Authority of Sellers. Each Seller and Parent have has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements other Transaction Documents to which such Seller or Parent, as applicable, is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by such each Seller and Parent of this Agreement and any Ancillary Agreement other Transaction Document to which such Seller or Parent, as applicable, is a party, the performance by such each Seller and Parent, as applicable, of their its obligations hereunder and thereunder and the consummation by such each Seller and Parent of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of such Seller and Parent, as applicableSeller. This Agreement has been duly executed and delivered by each Seller and ParentSellers, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of each Seller and ParentSellers, enforceable against each Seller and Parent, as applicable, Sellers in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ ' rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding proceeding at Law law or in equity). When each of the Ancillary Agreements other Transaction Document to which each Seller is or Parent, as applicable, is will be a party has been duly executed and delivered by such Seller or Parent, as applicable (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement constitutes Transaction Document will constitute a legal and binding obligation of such Seller and Parent, as applicable, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ ' rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding proceeding at law or in equity).

Authority of Sellers. Each Seller and Parent (a) Sellers have all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which such Seller or Parent, as applicable, is a partyAgreement, to carry out its their obligations hereunder and thereunder under this Agreement and to consummate the transactions contemplated hereby and therebyby this Agreement. The execution and delivery by such Seller and Parent Sellers of this Agreement and any each of the agreements, certificates and documents required to be delivered by Sellers pursuant to the terms of this Agreement and listed in Section 3.01(a) of the Disclosure Schedules (the “Seller Ancillary Agreement to which such Seller or Parent, as applicable, is a partyAgreements”), the performance by such Seller and Parent, as applicable, Sellers of their obligations hereunder under this Agreement and thereunder the Seller Ancillary Agreements, and the consummation by such Seller and Parent Sellers of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action necessary action, if any, on the part of such Seller and Parent, as applicableSellers. This Agreement has and each of the Seller Ancillary Agreements have been duly executed and delivered by each Seller and ParentSellers, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes and each of the Seller Ancillary Agreements constitute a legal, valid and binding obligation of each Seller and Parentof the Sellers, enforceable against each Seller and Parent, as applicable, Sellers in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity). When each of the Ancillary Agreements to which each Seller or Parent, as applicable, is a party has been duly executed and delivered by such Seller or Parent, as applicable (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement constitutes a legal and binding obligation of such Seller and Parent, as applicable, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding proceeding at law or in equity).. (b) Lucky Good Dog is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware and has all necessary limited liability company power and authority to own its Interests and to execute, deliver and perform its obligations under this Agreement and each of the Seller Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. Section 3.02

Authority of Sellers. Each Seller and Parent have has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements other Transaction Documents to which such Seller or Parent, as applicable, is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by such each Seller and Parent of this Agreement and any Ancillary Agreement other Transaction Document to which such Seller or Parent, as applicable, is a party, the performance by such Seller and Parent, as applicable, of their its obligations hereunder and thereunder and the consummation by such Seller and Parent of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of such Seller and Parent, as applicableSeller. This Agreement has been duly executed and delivered by each Seller and ParentSeller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of each Seller and Parentsuch Seller, enforceable against each such Seller and Parent, as applicable, in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Legal Proceeding at Law law or in equity). When each of the Ancillary Agreements other Transaction Document to which each Seller is or Parent, as applicable, is will be a party has been duly executed and delivered by such Seller or Parent, as applicable (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement constitutes Transaction Document will constitute a legal and binding obligation of such Seller and Parent, as applicable, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Legal Proceeding at law or in equity).

Authority of Sellers. Each Seller and Parent have all necessary has full corporate or limited liability company power and authority to enter into this Agreement and the Ancillary Agreements other Transaction Documents to which such Seller or Parent, as applicable, is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by such a Seller and Parent of this Agreement and any Ancillary Agreement other Transaction Document to which such Seller or Parent, as applicable, is a party, the performance by such a Seller and Parent, as applicable, of their its obligations hereunder and thereunder and the consummation by such a Seller and Parent of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate or limited liability company action on the part of such Seller and Parent, as applicableSeller. This Agreement has been duly executed and delivered by each Seller and ParentSeller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of each Seller and Parent, Sellers enforceable against each Seller and Parent, as applicable, Sellers in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or moratorium, fraudulent conveyance and other similar Laws laws of general appreciation affecting enforcement of creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity)equitable principles. When each of the Ancillary Agreements other Transaction Document to which each a Seller is or Parent, as applicable, is a will be party has been duly executed and delivered by such Seller or Parent, as applicable (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement constitutes Transaction Document will constitute a legal and binding obligation of such Seller and Parent, as applicable, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or moratorium, fraudulent conveyance and other similar Laws laws of general appreciation affecting enforcement of creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at law or in equity)equitable principles.

Authority of Sellers. Each Such Seller is (i) an individual and Parent have all necessary corporate power resident of the state listed in the Preamble of this Agreement; or (ii) a limited liability company duly organized, validly and authority in good standing under the Laws of its jurisdiction of incorporation, as applicable. Such Seller has the full legal capacity to enter into this Agreement and the Ancillary Agreements Documents to which such Seller or Parent, as applicable, he is a party, to carry out its his obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by such Seller and Parent of this Agreement and any Ancillary Agreement to which such Seller or Parent, as applicable, is a party, the performance by such Seller and Parent, as applicable, of their obligations hereunder and thereunder and the consummation by such Seller and Parent of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of such Seller and Parent, as applicable. This Agreement has been duly executed and delivered by each Seller and Parentsuch Seller, and (assuming due authorization, execution execution, and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of each such Seller and Parent, enforceable against each such Seller and Parent, as applicable, in in‌ accordance with its terms, except as such enforceability may be limited by subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium or moratorium, and similar Laws and equitable principles affecting creditors’ rights and remedies generally and by (ii) general principles of equity (regardless of whether enforcement is sought in a Proceeding proceeding at Law or in equity) and (iii) Federal Cannabis Laws (collectively, the “Enforceability Exceptions”). When each of the Ancillary Agreements Document to which each such Seller is or Parent, as applicable, is will be a party has been duly executed and delivered by such Seller or Parent, as applicable (assuming due authorization, execution execution, and delivery by each other party thereto), such Ancillary Agreement constitutes Document will constitute a legal and binding obligation of such Seller and Parent, as applicable, enforceable against it such Seller in accordance with its terms, except as such enforceability may subject to the Enforceability Exceptions. Each Initial Seller represents and warrants to Buyer that it has the authority to cause the Drag Along Seller to be limited bound by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally this Agreement and by general principles of equity (regardless of whether enforcement the Ancillary Documents to which the Drag Along Seller is sought in a Proceeding at law or in equity)party.

Authority of Sellers. Each Seller Bloxbiz and Parent have all necessary corporate each Founder has full power and authority (corporate or otherwise) to enter into this Agreement and the Ancillary Agreements Documents to which such Seller or Parent, as applicable, Bloxbiz and/or each Founder is a party, to carry out its such respective Seller's obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by such Seller Bloxbiz and Parent each Founder of this Agreement and any Ancillary Agreement Document to which such Seller or Parent, as applicable, is a party, the performance by such Seller and Parent, as applicable, of their its obligations hereunder and thereunder and the consummation by such Seller and Parent of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of such Seller and Parent, as applicableeach Seller. This Agreement has been duly executed and delivered by each Seller and ParentSeller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of each Seller and Parent, enforceable against each Seller and Parent, as applicable, in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or and other similar Laws laws affecting creditors’ ' rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity). When each of the Ancillary Agreements Document to which each Seller is or Parent, as applicable, is will be a party has been duly executed and delivered by such Seller or Parent, as applicable (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement constitutes Document will constitute a legal and binding obligation of such each Seller and Parent, as applicable, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or and other similar Laws laws affecting creditors’ ' rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at law or in equity).

Authority of Sellers. Each Seller and Parent have all necessary has full corporate or limited liability company power and authority to enter into this Agreement and the Ancillary Agreements other Transaction Documents to which such Seller or Parent, as applicable, is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by such a Seller and Parent of this Agreement and any Ancillary Agreement other Transaction Document to which such Seller or Parent, as applicable, is a party, the performance by such a Seller and Parent, as applicable, of their its obligations hereunder and thereunder and the consummation by such a Seller and Parent of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate or limited liability company action on the part of such Seller and Parent, as applicableSeller. This Agreement has been duly executed and delivered by each Seller and ParentSeller, and (assuming due authorization, execution and delivery by BuyerBuyer and DRH) this Agreement constitutes a legal, valid and binding obligation of each Seller and Parent, Sellers enforceable against each Seller and Parent, as applicable, Sellers in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or moratorium, fraudulent conveyance and other similar Laws laws of general appreciation affecting enforcement of creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity)equitable principles. When each of the Ancillary Agreements other Transaction Document to which each a Seller is or Parent, as applicable, is a will be party has been duly executed and delivered by such Seller or Parent, as applicable (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement constitutes Transaction Document will constitute a legal and binding obligation of such Seller and Parent, as applicable, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or moratorium, fraudulent conveyance and other similar Laws laws of general appreciation affecting enforcement of creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at law or in equity)equitable principles.

Authority of Sellers. Each Seller and Parent have all necessary has full corporate power and authority to enter into this Agreement and the Ancillary Agreements other Transaction Documents to which each such Seller or Parent, as applicable, is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by such each Seller and Parent of this Agreement and any Ancillary Agreement other Transaction Document to which each such Seller or Parent, as applicable, is a party, the performance by such each Seller and Parent, as applicable, of their its obligations hereunder and thereunder and the consummation by such each Seller and Parent of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of such Seller and Parent, as applicableeach Seller. This Agreement has been duly executed and delivered by each Seller and ParentSeller, and (assuming due authorization, execution and delivery by BuyerBuyer Group) this Agreement constitutes a legal, valid and binding obligation of each Seller and Parent, enforceable against each Seller and Parent, as applicable, in accordance with its terms, except as such the enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium insolvency or similar Laws other laws affecting creditors’ rights generally and or by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity). When each of the Ancillary Agreements other Transaction Document to which each Seller is or Parent, as applicable, is will be a party has been duly executed and delivered by such Seller or Parent, as the applicable Sellers (assuming due authorization, execution and delivery by each other party (other than the Sellers) thereto), such Ancillary Agreement constitutes Transaction Document will constitute a legal and binding obligation of such Seller and Parent, as applicable, the applicable Sellers enforceable against it them in accordance with its terms, except as such the enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium insolvency or similar Laws other laws affecting creditors’ rights generally and or by general principles of equity (regardless of whether enforcement is sought in a Proceeding at law or in equity).

Authority of Sellers. Each Parent, PNA and each Seller and Parent have has all necessary requisite corporate or limited liability company (as applicable) power and authority to enter into this Agreement and the each Ancillary Agreements Agreement to which such Seller or Parent, as applicable, it is a party, to carry out its obligations hereunder and thereunder party and to consummate the transactions contemplated hereby herein and therebytherein and no other corporate or limited liability company (as applicable) proceedings on the part of each Seller are necessary to authorize such consummation. The execution execution, delivery and delivery by such Seller and Parent performance of this Agreement and any each Ancillary Agreement to which such Seller or it is a party by Parent, as applicable, is a party, the performance by such PNA and each Seller and Parent, as applicable, of their obligations hereunder and thereunder and the consummation by such Seller and Parent of the transactions contemplated hereby and thereby have has been duly authorized by all requisite necessary corporate action on the part of such Seller and Parent, or limited liability company (as applicable) action. This Agreement has been duly and validly executed and delivered by Parent, PNA and each Seller and Parentand, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of each Seller and Parent, enforceable against each Seller and Parent, as applicable, in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity). When each of the Ancillary Agreements to which each Seller or Parent, as applicable, is a party has been duly executed and delivered by such Seller or Parent, as applicable (assuming due authorization, execution and delivery by each other party thereto)hereto, such Ancillary Agreement constitutes a legal the legal, valid and binding obligation of such Seller and Parent, as applicablePNA and such Seller, enforceable against it Parent, PNA and such Seller in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or similar Laws affecting from time to time in effect which affect creditors’ rights generally or (b) legal and equitable limitations on the availability of specific remedies (the “Enforceability Exceptions”). Each Ancillary Agreement will be duly and validly executed and delivered by general principles each Seller that will be a party thereto at or prior to the applicable Closing, and upon such execution and delivery (assuming such Ancillary Agreement constitutes a valid and binding obligation of equity (regardless each other party thereto) will constitute the legal, valid and binding obligation of whether enforcement is sought such Seller, enforceable against such Seller in a Proceeding at law or in equity)accordance with its respective terms, subject to the Enforceability Exceptions.