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

Authority Relative to this Agreement and the Operative Agreements. Each of the Sellers has full organizational power and authority to enter into this Agreement and the Operative Agreements to which it is party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, including to sell and transfer pursuant to this Agreement the Transferred Interests and the Business Assets, as applicable. The execution, delivery and performance of this Agreement and the Operative Agreements to which it is a party by ARM and the consummation by ARM of the transactions contemplated hereby and thereby have been duly and validly approved by the board of directors of ARM, and no other corporate proceedings on the part of ARM are necessary to authorize the execution, delivery and performance of this Agreement and the Operative Agreements by ARM and the consummation by ARM of the transactions contemplated hereby and thereby. When each of the other Sellers join in this Agreement as contemplated by Section 6.18 hereof, the execution, delivery and performance of this Agreement and the Operative Agreements to which it is a party by each of the other Sellers and the consummation by the other Sellers of the transactions contemplated hereby and thereby will have been duly and validly approved by the boards of directors or other governing body of each of the other Sellers, and, to the extent required, by the equity holders of each of the other Sellers, and no other corporate, company, or similar organizational proceedings on the part of Sellers or their equity holders will be necessary to authorize the execution, delivery and performance of this Agreement and the Operative Agreements by each other Seller and the consummation by each other Seller of the transactions contemplated hereby and thereby. This

Authority Relative to this Agreement and the Operative Agreements. Each of the Sellers Purchasers has full organizational power and authority to enter into this Agreement and the Operative Agreements to which it is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, including to sell purchase and transfer assume pursuant to this Agreement the Transferred Interests Interests, the Business Assets and the Business AssetsAssumed Liabilities, as applicable. The execution, delivery and performance of this Agreement and the Operative Agreements to which it is a party by ARM Purchaser and the consummation by ARM Purchaser of the transactions contemplated hereby and thereby have been duly and validly approved by the board of directors of ARM, and no other corporate proceedings on the part of ARM are necessary pursuant to authorize the execution, delivery and performance of this Agreement and the Operative Agreements by ARM and the consummation by ARM of the transactions contemplated hereby and therebyits organizational documents. When each of the other Sellers Purchasers join in this Agreement as contemplated by Section 6.18 7.06 hereof, the execution, delivery and performance of this Agreement and the Operative Agreements to which it is a party by each of the other Sellers Purchasers and the consummation by the other Sellers Purchasers of the transactions contemplated hereby and thereby will have been duly and validly approved by the boards of directors or other governing body of each of the other SellersPurchasers, and, to the extent required, by the equity holders of each of the other SellersPurchasers, and no other corporate, partnership, company, or similar organizational proceedings on the part of Sellers other Purchasers or their equity holders will be necessary to authorize the execution, delivery and performance of this Agreement and the Operative Agreements by each other Seller Purchaser and the consummation by each other Seller Purchaser of the transactions contemplated hereby and thereby. ThisThis Agreement has been duly and validly executed and delivered by Purchaser and constitutes legal, valid and binding obligations of Purchaser enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the enforcement of creditors’ rights generally and by general principles of equity. When each of the other Purchasers join in this Agreement as contemplated by Section 7.06 hereof, this Agreement will have been, and the Operative Agreements to which it is a party will be, when delivered on the Closing Date, duly and validly executed and delivered by each other Purchaser and constitute legal, valid and binding obligations of each of the other Purchasers enforceable against each of them in accordance with their respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the enforcement of creditors’ rights generally and by general principles of equity.

Authority Relative to this Agreement and the Operative Agreements. Each of the Sellers Purchasers has full organizational power and authority to enter into this Agreement and the Operative Agreements to which it is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, including to sell purchase and transfer assume pursuant to this Agreement the Transferred Interests Interests, the Business Assets and the Business AssetsAssumed Liabilities, as applicable. The execution, delivery and performance of this Agreement and the Operative Agreements to which it is a party by ARM Purchaser and the consummation by ARM Purchaser of the transactions contemplated hereby and thereby have been duly and validly approved by the board of directors of ARM, and no other corporate proceedings on the part of ARM are necessary pursuant to authorize the execution, delivery and performance of this Agreement and the Operative Agreements by ARM and the consummation by ARM of the transactions contemplated hereby and therebyits organizational documents. When each of the other Sellers Purchasers join in this Agreement as contemplated by Section 6.18 7.07 hereof, the execution, delivery and performance of this Agreement and the Operative Agreements to which it is a party by each of the other Sellers Purchasers and the consummation by the other Sellers Purchasers of the transactions contemplated hereby and thereby will have been duly and validly approved by the boards of directors or other governing body of each of the other SellersPurchasers, and, to the extent required, by the equity holders of each of the other SellersPurchasers, and no other corporate, partnership, company, or similar organizational proceedings on the part of Sellers other Purchasers or their equity holders will be necessary to authorize the execution, delivery and performance of this Agreement and the Operative Agreements by each other Seller Purchaser and the consummation by each other Seller Purchaser of the transactions contemplated hereby and thereby. ThisThis Agreement has been duly and validly executed and delivered by Purchaser and constitutes legal, valid and binding obligations of Purchaser enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the enforcement of creditors’ rights generally and by general principles of equity. When each of the other Purchasers join in this Agreement as contemplated by Section 7.07 hereof, this Agreement will have been, and the Operative Agreements to which it is a party will be, when delivered on the Closing Date, duly and validly executed and delivered by each other Purchaser and constitute legal, valid and binding obligations of each of the other Purchasers enforceable against each of them in accordance with their respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent

Authority Relative to this Agreement and the Operative Agreements. Each of the Sellers has full organizational power and authority to enter into this Agreement and the Operative Agreements to which it is party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, including to sell and transfer pursuant to this Agreement the Transferred Interests and the Business Assets, as applicable. The execution, delivery and performance of this Agreement and the Operative Agreements to which it is a party by ARM and the consummation by ARM of the transactions contemplated hereby and thereby have been duly and validly approved by the board of directors of ARM, and no other corporate proceedings on the part of ARM are necessary to authorize the execution, delivery and performance of this Agreement and the Operative Agreements by ARM and the consummation by ARM of the transactions contemplated hereby and thereby. When each of the other Sellers join in this Agreement as contemplated by Section 6.18 hereof, the execution, delivery and performance of this Agreement and the Operative Agreements to which it is a party by each of the other Sellers and the consummation by the other Sellers of the transactions contemplated hereby and thereby will have been duly and validly approved by the boards of directors or other governing body of each of the other Sellers, and, to the extent required, by the equity holders of each of the other Sellers, and no other corporate, company, or similar organizational proceedings on the part of Sellers or their equity holders will be necessary to authorize the execution, delivery and performance of this Agreement and the Operative Agreements by each other Seller and the consummation by each other Seller of the transactions contemplated hereby and thereby. ThisThis Agreement has been, and the Operative Agreements to which it is a party will be, when delivered on the Closing Date, duly and validly executed and delivered by ARM and constitute legal, valid and binding obligations of ARM enforceable against it in accordance with their respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the enforcement of creditors’ rights generally and by general principles of equity. When each of the other Sellers join in this Agreement as contemplated by Section 6.18 hereof, this Agreement will have been, and the Operative Agreements to which it is a party will be, when delivered on the Closing Date, duly and validly executed and delivered by each other Seller and constitute legal, valid and binding obligations of each of the other Sellers enforceable against each of them in accordance with their respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the enforcement of creditors’ rights generally and by general principles of equity.