Common use of Authority Relative to this Agreement and the Ancillary Agreements Clause in Contracts

Authority Relative to this Agreement and the Ancillary Agreements. A has all necessary corporate power and authority to execute and deliver this Agreement and the ancillary agreements to which A is a party, subject (in the case of the consummation of the A Merger only) to obtaining the required approval of the stockholders of A, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the ancillary agreements to which A is a party by A and the consummation by A of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of A are necessary to authorize this Agreement or any of the ancillary agreements to which A is a party or to consummate the transactions contemplated hereby or thereby (other than, with respect to the A Merger only, the approval and adoption of this Agreement by the vote of the stockholders described in Section 4.15 and the filing and recordation of the Articles of Merger as required by the HBCA and the filing of any Certificate of Merger as required by the DGCL or the DLLCA, as the case may be). Each of this Agreement and the ancillary agreements to which A is a party has been duly and validly executed and delivered by A and, assuming the due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid and binding obligation of A, enforceable against A in accordance with its terms.

Authority Relative to this Agreement and the Ancillary Agreements. A B has all necessary corporate power and authority to execute and deliver this Agreement and the ancillary agreements to which A B is a party, and subject (in the case of the consummation of the A B Merger only) to obtaining the required approval of the stockholders of AB, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the ancillary agreements to which A B is a party by A B and the consummation by A B of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of A B are necessary to authorize this Agreement or any of the ancillary agreements to which A it is a party or to consummate the transactions contemplated hereby or thereby (other than, with respect to the A B Merger only, the approval and adoption of this Agreement by the vote votes of the stockholders described in Section 4.15 3.15 and the filing and recordation of the Articles of Merger as required by the HBCA and the filing of any Certificate of Merger as required by the DGCL DLLCA or the DLLCADGCL, as the case may be). Each of this Agreement and the ancillary agreements to which A B is a party has been duly and validly executed and delivered by A B and, assuming the due authorization, execution and delivery by each of the other parties heretohereto and thereto, constitutes a legal, valid and binding obligation of AB, enforceable against A B in accordance with its terms.

Authority Relative to this Agreement and the Ancillary Agreements. A Each of Parent and Merger Sub has all necessary limited liability company or corporate power power, respectively, and authority to execute and deliver this Agreement and the ancillary agreements Ancillary Agreements to which A it is a party, subject (in the case of the consummation of the A Merger only) to obtaining the required approval of the stockholders of A, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each of Parent and Merger Sub of this Agreement and the ancillary agreements Ancillary Agreements to which A it is a party by A and the consummation by A of the transactions contemplated hereby and thereby by Parent and Merger Sub, as applicable, have been duly and validly authorized by all necessary corporate actionby, in the case of Parent, its managing member and sole member, and in the case of Merger Sub, its board of directors and sole shareholder, and no other limited liability or corporate proceedings on the part of A Parent or Merger Sub, as applicable, are necessary to authorize this Agreement or any the execution, delivery and performance by each of the ancillary agreements to which A is a party or to consummate the transactions contemplated hereby or thereby (other than, with respect to the A Parent and Merger only, the approval and adoption of this Agreement by the vote of the stockholders described in Section 4.15 and the filing and recordation of the Articles of Merger as required by the HBCA and the filing of any Certificate of Merger as required by the DGCL or the DLLCA, as the case may be). Each Sub of this Agreement and the ancillary agreements Ancillary Agreements to which A it is a party or the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby. Each of Parent and Merger Sub has been duly and validly executed and delivered by A this Agreement and the Ancillary Agreements to which it is a party and, assuming the due authorization, execution and delivery by each of the other parties heretothereto, constitutes a legal, such agreements constitute valid and binding obligation obligations of Aeach of Parent and Merger Sub, as applicable, enforceable against A each of them in accordance with its their respective terms, subject, in each case, to the Bankruptcy and Equity Exception.

Authority Relative to this Agreement and the Ancillary Agreements. A (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and the ancillary agreements Ancillary Agreements to which A it is a party, subject (in the case of the consummation of the A Merger only) to obtaining the required approval of the stockholders of A, to perform its obligations hereunder and thereunder and and, subject to receipt of the Company Stockholder Approval, to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Company of this Agreement and each of the ancillary agreements Ancillary Agreements to which A it is a party by A and the consummation by A the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of A the Company are necessary to authorize the execution, delivery and performance by the Company of this Agreement or any and each of the ancillary agreements Ancillary Agreements to which A it is a party or to consummate the consummation by the Company of the transactions contemplated hereby and thereby or thereby the adoption (other than, with respect to than the A Merger only, the approval and adoption of this Agreement by the vote of the stockholders described in Section 4.15 and the filing and recordation of the Articles of Merger as required by the HBCA Company Stockholder Approval and the filing of any the Charter Amendment and the Certificate of Merger as required by in accordance with the DGCL or the DLLCA, as the case may beDGCL). Each of this This Agreement and the ancillary agreements each Ancillary Agreement to which A the Company is a party has been duly and validly executed and delivered by A the Company and, assuming the due authorization, execution and delivery by each of the other parties heretoparty hereto and thereto, constitutes a legal, valid and binding obligation of Athe Company, enforceable against A the Company in accordance with its terms.

Authority Relative to this Agreement and the Ancillary Agreements. A (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and the ancillary agreements Ancillary Agreements to which A it is a party, subject (in the case of the consummation of the A Merger only) to obtaining the required approval of the stockholders of A, to perform its obligations hereunder and thereunder and and, subject to receipt of the Company Shareholder Approval, to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Company of this Agreement and each of the ancillary agreements Ancillary Agreements to which A it is a party by A and the consummation by A the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of A the Company are necessary to authorize the execution, delivery and performance by the Company of this Agreement or any and each of the ancillary agreements Ancillary Agreements to which A it is a party or to consummate the consummation by the Company of the transactions contemplated hereby or and thereby (other than, with respect to than the A Merger only, the approval and adoption of this Agreement by the vote of the stockholders described in Section 4.15 Company Shareholder Approval and the filing and recordation of the Articles of Merger as required by the HBCA Minority Approval and the filing of any the Certificate of Merger as required by in accordance with the DGCL or the DLLCA, as the case may beNYBCL). Each of this This Agreement and the ancillary agreements each Ancillary Agreement to which A the Company is a party has been duly and validly executed and delivered by A the Company and, assuming the due authorization, execution and delivery by each of the other parties heretoParty and thereto, constitutes a legal, valid and binding obligation of Athe Company, enforceable against A the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law) (together, the "Bankruptcy and Equity Exception").

Authority Relative to this Agreement and the Ancillary Agreements. A Each of Parent and Merger Sub has all necessary limited liability company or corporate power power, respectively, and authority to execute and deliver this Agreement and the ancillary agreements Ancillary Agreements to which A it is a party, subject (in the case of the consummation of the A Merger only) to obtaining the required approval of the stockholders of A, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each of Parent and Merger Sub of this Agreement and the ancillary agreements to which A is a party by A Ancillary Agreements and the consummation by A of the transactions contemplated hereby and thereby by Parent and Merger Sub, as applicable, have been duly and validly authorized by all necessary corporate actionby, in the case of Parent, its managing member and sole member, and in the case of Merger Sub, its board of directors and sole shareholder, and no other limited liability or corporate proceedings on the part of A Parent or Merger Sub, as applicable, are necessary to authorize this Agreement or any the execution, delivery and performance by each of the ancillary agreements to which A is a party or to consummate the transactions contemplated hereby or thereby (other than, with respect to the A Parent and Merger only, the approval and adoption of this Agreement by the vote of the stockholders described in Section 4.15 and the filing and recordation of the Articles of Merger as required by the HBCA and the filing of any Certificate of Merger as required by the DGCL or the DLLCA, as the case may be). Each Sub of this Agreement and the ancillary agreements to which A is a party Ancillary Agreements or the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby. Each of Parent and Merger Sub has been duly and validly executed and delivered by A this Agreement and the Ancillary Agreements and, assuming the due authorization, execution and delivery by each of the other parties heretothereto, constitutes a legal, such agreements constitute valid and binding obligation obligations of Aeach of Parent and Merger Sub, as applicable, enforceable against A each of them in accordance with its their respective terms, subject, in each case, to the Bankruptcy and Equity Exception.

Authority Relative to this Agreement and the Ancillary Agreements. A (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and the ancillary agreements Ancillary Agreements to which A it is a party, subject (in the case of the consummation of the A Merger only) to obtaining the required approval of the stockholders of A, to perform its obligations hereunder and thereunder and and, subject to receipt of the Company Stockholder Approval, to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Company of this Agreement and each of the ancillary agreements Ancillary Agreements to which A it is a party by A and the consummation by A the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of A the Company are necessary to authorize the execution, delivery and performance by the Company of this Agreement or any and each of the ancillary agreements Ancillary Agreements to which A it is a party or to consummate the consummation by the Company of the transactions contemplated hereby or and thereby (other than, with respect to than the A Merger only, the approval and adoption of this Agreement by the vote of the stockholders described in Section 4.15 Company Stockholder Approval and the filing and recordation of the Articles of Merger as required by the HBCA Minority Approval and the filing of any the Certificate of Merger as required by in accordance with the DGCL or the DLLCA, as the case may beNYBCL). Each of this This Agreement and the ancillary agreements each Ancillary Agreement to which A the Company is a party has been duly and validly executed and delivered by A the Company and, assuming the due authorization, execution and delivery by each of the other parties heretoparty hereto and thereto, constitutes a legal, valid and binding obligation of Athe Company, enforceable against A the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law) (together, the “Bankruptcy and Equity Exception“).