Common use of Authority of the Acquiror Clause in Contracts

Authority of the Acquiror. The Acquiror has all necessary power and authority and has taken all actions necessary to enter into, deliver and perform its obligations under is Agreement, the Supply Agreement and the Related Agreements and carry out the transactions contemplated hereby and thereby. The board of directors and stockholders of the Acquiror have taken all action required by Law and its Charter Documents and otherwise to be taken by it to authorize (a) the execution and delivery of, and performance by it of its obligations under, this Agreement, the Supply Agreement and the Related Agreements and (b) the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by the Acquiror and, when executed and delivered by EPI, will constitute a legal, valid end binding obligation of the Acquiror, enforceable against it in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting generally the enforcement of creditors’ rights and (ii) the availability of equitable remedies (whether in a proceeding in equity or at law). When executed and delivered by the Acquiror and by EPI, the Supply Agreement and each Related Agreement to which the Acquirer is a party will constitute a legal, valid and binding obligation of the Acquiror, enforceable against it in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting generally the enforcement of creditors’ rights and (ii) the availability of equitable remedies (whether in a proceeding in equity or at law).

Authority of the Acquiror. (a) The execution and delivery of the Transaction Agreements by the Acquiror has all necessary power and authority and has taken all actions necessary to enter into, deliver and perform its obligations under is Agreement, the Supply Agreement and the Related Agreements and carry out consummation by the Acquiror of the transactions contemplated hereby by, and thereby. The board of directors and stockholders of the performance by the Acquiror have taken all action required by Law and its Charter Documents and otherwise to be taken by it to authorize (a) the execution and delivery of, and performance by it of its obligations under, this Agreementthe Transaction Agreements, including the Supply Agreement issuance, sale and the Related Agreements and (b) the consummation delivery of the transactions contemplated hereby and therebyCommon Shares, have been duly authorized by all requisite corporate or other appropriate action on the part of the Acquiror. This Agreement Each of the Transaction Agreements has been duly and validly executed and delivered by the Acquiror andAcquiror, when executed and delivered (assuming due authorization, execution and delivery by EPI, will constitute a legal, valid end binding obligation the Asset Sellers) each of the Acquiror, enforceable against it in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting generally the enforcement of creditors’ rights and (ii) the availability of equitable remedies (whether in a proceeding in equity or at law). When executed and delivered by the Acquiror and by EPI, the Supply Agreement and each Related Agreement to which the Acquirer is a party will constitute a Transaction Agreements constitutes legal, valid and binding obligation obligations of the Acquiror, Acquiror enforceable against it the Acquiror in accordance with its their respective terms, except as such enforceability may be limited by (i) subject to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, reorganizationmoratorium, moratorium fraudulent conveyance or preferential transfers, or similar laws Laws relating to or affecting generally the enforcement of creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (ii) the availability regardless of equitable remedies (whether such enforceability is considered in a proceeding in equity or at law). (b) The designation, issuance, sale and delivery of the Common Shares have been duly authorized by all requisite corporate action of the Acquiror (including the requisite stockholder approvals, if any). When issued, sold and delivered in accordance with this Agreement, the Common Shares, will all (i) be validly issued and outstanding, fully paid and nonassessable, free from all taxes, liens, and charges with respect to the issuance thereof and (ii) have only limited liability attaching solely to the ownership thereof under applicable state law. The designations, powers, preferences, rights, qualifications, limitations and restrictions of the Common Shares are as stated in the Acquiror’s Certificate of Incorporation (including any Certificate of Designation, Preferences and Rights of any outstanding series of preferred stock of the Acquiror), as amended and as in effect on the date hereof (the “Certificate of Incorporation”).

Authority of the Acquiror. The Acquiror has all necessary power and authority and has taken all actions necessary to enter into, deliver and perform its obligations under is Agreement, the Supply Agreement and the Related Agreements and carry out the transactions contemplated hereby and thereby. The board of directors and stockholders of the Acquiror have taken all action required by Law and its Charter Documents and otherwise to be taken by it to authorize (a) the execution and delivery of, and performance by it of its obligations under, this Agreement, the Supply Agreement and the Related Agreements and (b) the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by the Acquiror and, when executed and delivered by EPI, will constitute a legal, valid end binding obligation of the Acquiror, enforceable against it in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting generally the enforcement of creditors’ rights and (ii) the availability of equitable remedies (whether in a proceeding in equity or at law). When executed and delivered by the Acquiror and by EPI, the Supply Agreement and each Related Agreement to which the Acquirer is a party will constitute a legal, valid and binding obligation of the Acquiror, enforceable against it in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting generally the enforcement of creditors’ rights and (ii) the availability of equitable remedies (whether in a proceeding in equity or at law). Section 7.03.

Authority of the Acquiror. The Acquiror has all ------------------------- necessary power and authority and has taken all corporate actions necessary to enter into, deliver and perform its obligations under is Agreement, the Supply into this Agreement and the Related Agreements and to carry out the transactions contemplated hereby and therebyhereby. The board of directors and stockholders of the Acquiror have has taken all action required by Law and its Charter Documents and otherwise to be taken by it to authorize (a) the execution and delivery of, and performance by it the Acquiror of its obligations under, this Agreement, the Supply Agreement and the Related Agreements to which the Acquiror is or will be a party and (b) the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by the Acquiror and, when executed and delivered by EPIthe Seller, will constitute a legal, valid end and binding obligation of the Acquiror, Acquiror enforceable against it in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting generally the enforcement of creditors’ rights and (ii) the availability of equitable remedies (whether in a proceeding in equity or at law). When executed and delivered by the Acquiror and by EPIAcquiror, the Supply Agreement and each Related Agreement to which the Acquirer Acquiror is or will be a party will constitute a legal, valid and binding obligation of the Acquiror, Acquiror enforceable against it in accordance with its terms. Notwithstanding the matters set forth in this Section 7.2, except as such the enforceability of this ----------- Agreement and the Related Agreements may be limited by (i) principles of public policy and the rules of law governing specific performance, injunctive relief, other equitable remedies, or bankruptcy, insolvency, reorganization, moratorium reorganization or similar laws relating to or affecting generally the enforcement of creditors’ ' rights and (ii) the availability of equitable remedies (whether in a proceeding in equity or at law)generally.