Common use of Authorization and Authority Clause in Contracts

Authorization and Authority. (a) The Company and Holdings have all requisite corporate or limited partnership, as applicable, power and authority to execute and deliver this Agreement, to perform their respective obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and Holdings and the performance of the Company’s and Holdings’ respective obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action of the Company and Holdings, subject to the satisfaction of the condition set forth in Section 4.2(c). The Company and Holdings each have duly executed and delivered this Agreement. This Agreement constitutes the legal, valid and binding obligation of each of the Company and Holdings, enforceable against each of the Company and Holdings in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium, receivership or similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (whether considered at law or in equity). (b) The execution and delivery of this Agreement by the Company and Holdings and the performance of their respective obligations hereunder require no action by or in respect of, or filing with, any Governmental Authority other than any filings required to be made by the Company or Holdings under applicable securities Laws following the Closing.

Authorization and Authority. (a) The Company and Holdings Each of the Selling Stockholders have all requisite corporate exempted limited partnership or limited partnershipliability company, as applicable, power and authority to execute and deliver this Agreement, to perform their respective obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and Holdings Selling Stockholders and the performance of the Company’s and HoldingsSelling Stockholders’ respective obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action of the Company and Holdings, subject to the satisfaction Selling Stockholders. Each of the condition set forth in Section 4.2(c). The Company and Holdings each have Selling Stockholders has duly executed and delivered this Agreement. This Agreement constitutes the legal, valid and binding obligation of each of the Company and HoldingsSelling Stockholders, enforceable against each of the Company and Holdings Selling Stockholders in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium, receivership or similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (whether considered at law or in equity). (b) The execution and delivery of this Agreement by the Company and Holdings Selling Stockholders and the performance of their respective obligations hereunder require no action by or in respect of, or filing with, any Governmental Authority other than any filings required to be made by the Company or Holdings Selling Stockholders under applicable securities Laws following the Closing.

Authorization and Authority. (a) The Company and Holdings have all requisite corporate or limited partnership, as applicable, power and authority to execute and deliver this Agreement, to perform their respective obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and Holdings and the performance of the Company’s and Holdings’ respective obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action of the Company and Holdings, subject to the satisfaction of the condition set forth in Section 4.2(c). The Company and Holdings each have duly executed and delivered this Agreement. This Agreement constitutes the legal, valid and binding obligation of each of the Company and Holdings, enforceable against each of the Company and Holdings in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium, receivership or similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (whether considered at law or in equity). (b) . The execution and delivery of this Agreement by the Company and Holdings and the performance of their respective obligations hereunder require no action by or in respect of, or filing with, any Governmental Authority other than any filings required to be made by the Company or Holdings under applicable securities Laws following the Closing.