Common use of Authorization and Binding Effect; Corporate Documentation Clause in Contracts

Authorization and Binding Effect; Corporate Documentation. Each Seller Party has full power and authority to enter into this Agreement and the Ancillary Documents to which it is a party and to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of each Company, including requisite board of directors and shareholder approval of each Company. Each of this Agreement and each Ancillary Document to which a Seller Party is a party has been duly executed and delivered by each such Seller Party and constitutes a legal, valid and binding obligation of such Seller Party, enforceable against such Seller Party in accordance with its terms, except as the enforceability thereof may be limited by the Permitted Exceptions. The copies of the Charter of each Company and all amendments thereto, and the Bylaws of each Company, as amended to date, copies of which have heretofore been delivered to Buyer, are true, complete and correct copies of the Charter and Bylaws of each Company, as amended through and in effect on the date hereof. The minute books and records of the corporate proceedings of each Company, copies of all of which have been provided to Buyer, are true, correct and complete in all material respects.

Authorization and Binding Effect; Corporate Documentation. Each Seller Party has full power and authority to enter into this Agreement and the Ancillary Documents to which it is or is required to be a party and to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of each CompanySeller Party, including requisite board of directors and shareholder stockholder approval of each the Company. Each of this Agreement and each Ancillary Document to which a Seller Party is or is required to be a party has been duly executed and delivered by each such Seller Party and constitutes a legal, valid and binding obligation of such Seller Party, enforceable against such Seller Party in accordance with its terms, except as the enforceability thereof may be limited by the Permitted Exceptions. The copies of the Charter Governing Documents of each Company and all amendments thereto, and the Bylaws of each Company, as amended to date, copies of which have heretofore been delivered to Buyer, are true, complete and correct copies of the Charter and Bylaws Governing Documents of each the Company, as amended through and in effect on the date hereof. The minute books and records of the corporate proceedings of each the Company, copies of all of which have been provided delivered to Buyer, are true, correct and complete in all material respects.

Authorization and Binding Effect; Corporate Documentation. (a) Each Seller Party has full power and authority to enter into this Agreement and the Ancillary Documents to which it is or is required to be a party and to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of each CompanySeller Party, including requisite board of directors manager and shareholder member approval of each the Company. Each of this Agreement and each Ancillary Document to which a Seller Party is or is required to be a party has been duly executed and delivered by each such Seller Party and constitutes a legal, valid and binding obligation of such Seller Party, enforceable against such Seller Party in accordance with its terms, except as the enforceability thereof may be limited by the Permitted Exceptions. . (b) The copies of the Charter Governing Documents of each Company and all amendments thereto, and the Bylaws of each Lighthouse Company, as amended to date, copies of which have heretofore been delivered to Buyer, are true, complete and correct copies of the Charter and Bylaws Governing Documents of each Lighthouse Company, as amended through and in effect on the date hereof. The minute books and records of the corporate proceedings of each Lighthouse Company, copies of all of which have been provided delivered to Buyer, are true, correct and complete in all material respects.