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

Authority Relative to this Agreement and the Ancillary Agreements. B has all necessary corporate power and authority to execute and deliver this Agreement and the ancillary agreements to which B is a party, and subject (in the case of the consummation of the B Merger only) to obtaining the required approval of the stockholders of B, 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 B is a party by B and the consummation by 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 B are necessary to authorize this Agreement or any of the ancillary agreements to which it is a party or to consummate the transactions contemplated hereby or thereby (other than, with respect to the B Merger only, the approval and adoption of this Agreement by the votes of the stockholders described in Section 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 DLLCA or the DGCL, as the case may be). Each of this Agreement and the ancillary agreements to which B is a party has been duly and validly executed and delivered by B and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto, constitutes a legal, valid and binding obligation of B, enforceable against B in accordance with its terms.

Authority Relative to this Agreement and the Ancillary Agreements. B A has all necessary corporate power and authority to execute and deliver this Agreement and the ancillary agreements to which B A is a party, and subject (in the case of the consummation of the B A Merger only) to obtaining the required approval of the stockholders of BA, 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 B A is a party by B A and the consummation by B 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 B A are necessary to authorize this Agreement or any of the ancillary agreements to which it A is a party or to consummate the transactions contemplated hereby or thereby (other than, with respect to the B A Merger only, the approval and adoption of this Agreement by the votes vote of the stockholders described in Section 3.15 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 DLLCA DGCL or the DGCLDLLCA, as the case may be). Each of this Agreement and the ancillary agreements to which B A is a party has been duly and validly executed and delivered by B A and, assuming the due authorization, execution and delivery by each of the other parties hereto and theretohereto, constitutes a legal, valid and binding obligation of BA, enforceable against B A in accordance with its terms.

Authority Relative to this Agreement and the Ancillary Agreements. B 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 B it is a party, and subject (in the case of the consummation of the B Merger only) to obtaining the required approval of the stockholders of B, 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 B it is a party by B and the consummation by B 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 B Parent or Merger Sub, as applicable, are necessary to authorize the execution, delivery and performance by each of Parent and Merger Sub of this Agreement or any of and the ancillary agreements Ancillary Agreements to which it is a party or to consummate the consummation by Parent and Merger Sub of the transactions contemplated hereby or thereby (other than, with respect to the B Merger only, the approval and adoption of this Agreement by the votes of the stockholders described in Section 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 DLLCA or the DGCL, as the case may be)thereby. Each of this Agreement Parent and the ancillary agreements to which B is a party Merger Sub has been duly and validly executed and delivered by B 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 hereto and thereto, constitutes a legal, such agreements constitute valid and binding obligation obligations of Beach of Parent and Merger Sub, as applicable, enforceable against B 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. B 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 B it is a party, and subject (in the case of the consummation of the B Merger only) to obtaining the required approval of the stockholders of B, 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 B is a party by B Ancillary Agreements and the consummation by B 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 B 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 it is a party or to consummate the transactions contemplated hereby or thereby (other than, with respect to the B Parent and Merger only, the approval and adoption of this Agreement by the votes of the stockholders described in Section 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 DLLCA or the DGCL, as the case may be). Each Sub of this Agreement and the ancillary agreements to which B 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 B this Agreement and the Ancillary Agreements and, assuming the due authorization, execution and delivery by each of the other parties hereto and thereto, constitutes a legal, such agreements constitute valid and binding obligation obligations of Beach of Parent and Merger Sub, as applicable, enforceable against B each of them in accordance with its their respective terms, subject, in each case, to the Bankruptcy and Equity Exception.