Common use of Authorization and Effect of Agreement Clause in Contracts

Authorization and Effect of Agreement. Each of the Seller and each of its Subsidiaries has all requisite right, power and authority to execute and deliver each Company Agreement and to perform its obligations under each Company Agreement and to consummate the transactions contemplated under each Company Agreement. The execution and delivery of each Company Agreement by the Seller and its Subsidiaries and the performance by the Seller and its Subsidiaries of their obligations under each Company Agreement and the consummation of the transactions contemplated under each Company Agreement have been duly and validly authorized by all requisite action, and no other action (corporate, shareholder or otherwise) is necessary to authorize the execution, delivery and performance by the Seller and its Subsidiaries of each Company Agreement or the consummation of the transactions contemplated under each Company Agreement. In accordance with applicable Law and the Seller’s Organizational Documents, the board of directors of the Seller has unanimously deemed this Agreement and the Ancillary Agreements and the transactions contemplated by this Agreement and the Ancillary Agreements to be expedient and in the best interests of the Seller and has unanimously approved this Agreement and the Ancillary Agreements and the transactions contemplated by this Agreement and the Ancillary Agreements, and the Seller Stockholders have unanimously authorized and approved this Agreement and the Ancillary Agreements and the transactions contemplated by this Agreement and the Ancillary Agreements. This Agreement and the Lenexa Purchase Agreement have been, and each other Company Agreement upon execution and delivery thereof will be, duly and validly executed and delivered by the Seller and its Subsidiaries, and this Agreement and the Lenexa Purchase Agreement constitute, and each other Company Agreement upon execution and delivery thereof will constitute, a legal, valid and binding obligation of the Seller and its Subsidiaries, enforceable against the Seller and its Subsidiaries in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally.

Authorization and Effect of Agreement. Each of the Seller and each of its Subsidiaries (a) Such Selling Party has all requisite right, power capacity and authority to execute and deliver each Company this Agreement and the Ancillary Agreements to which such Selling Party is or is proposed to be a party and to perform its the obligations applicable to such Selling Party hereunder and under each Company Agreement any such Ancillary Agreements and to consummate the transactions contemplated under each Company Agreementhereby and thereby. The execution and delivery of each Company this Agreement and the Ancillary Agreements by the Seller and its Subsidiaries such Selling Party and the performance by such Selling Party of the Seller obligations applicable to such Selling Party hereunder and its Subsidiaries of their obligations under each Company Agreement thereunder, as the case may be, and the consummation of the transactions contemplated under each Company Agreement hereby and thereby, as the case may be, have been duly and validly authorized by all requisite action, and no other action (corporate, shareholder or otherwise) on the part of such Selling Party is necessary to authorize the execution, execution and delivery of this Agreement and performance by the Seller and its Subsidiaries of each Company Agreement Ancillary Agreements to which such Selling Party is or is proposed to be a party or the consummation of the transactions contemplated under each Company Agreementhereby or thereby. In accordance with applicable Law and the Seller’s Organizational Documents, the board of directors of the Seller has unanimously deemed this This Agreement and the Ancillary Agreements and that have been executed on the transactions contemplated by this Agreement and the Ancillary Agreements to be expedient and in the best interests of the Seller and has unanimously approved this Agreement and the Ancillary Agreements and the transactions contemplated by this Agreement and the Ancillary Agreements, and the Seller Stockholders have unanimously authorized and approved this Agreement and the Ancillary Agreements and the transactions contemplated by this Agreement and the Ancillary Agreements. This Agreement and the Lenexa Purchase Agreement date hereof have been, and and, upon execution by the Stockholders at the Closing, each other Company Ancillary Agreement upon execution and delivery thereof will be, duly and validly executed and delivered by the Seller and its Subsidiariessuch Selling Party and, and this Agreement and the Lenexa Purchase Agreement constituteassuming due authorization, and each other Company Agreement upon execution and delivery thereof hereof by the other parties hereto and thereto, constitutes (or, with respect to such other Ancillary Agreements, will constitute, a ) legal, valid and binding obligation obligations of the Seller and its Subsidiariessuch Selling Party, enforceable against the Seller and its Subsidiaries such Selling Party in accordance with its their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws laws affecting or relating to creditors’ rights generally and remedies generallysubject, as to enforceability, to general principles of equity. (b) If such Selling Party is a natural person, such Selling Party is competent to execute and deliver this Agreement and the Ancillary Agreements to which it is or is proposed to be a party, to consummate the transactions contemplated hereby and thereby and to comply with the provisions hereof and thereof. If such Selling Party is a natural person and is married, and such Selling Party’s Company Shares (or Interests, as applicable) constitute community property or such Selling Party otherwise needs spousal or other approval for this Agreement to be valid and binding, the execution, delivery and performance of this Agreement, the consummation by such Selling Party of the transactions contemplated hereby and the compliance by such Selling Party of the provisions hereof have been duly authorized by, and, assuming the due authorization, execution and delivery by each of the other parties thereto, constitutes a legal, valid and binding obligation of, such Selling Party’s spouse, enforceable against such spouse in accordance with its terms.

Authorization and Effect of Agreement. Each of the Seller and each of its Subsidiaries Buying Parties has all requisite right, power and authority to execute and deliver each Company this Agreement and the Ancillary Agreements to which it is or is proposed to be a party and to perform its obligations under each Company Agreement hereunder and thereunder and to consummate the transactions contemplated under each Company Agreementhereby and thereby. The execution and delivery of each Company this Agreement by and the Seller and its Subsidiaries Ancillary Agreements to which it is a party and the performance by the Seller and its Subsidiaries Buying Parties of their obligations under each Company Agreement hereunder and thereunder, and the consummation of the transactions contemplated under each Company Agreement hereby and thereby, have been duly and validly authorized by all requisite actionthe board of directors of Parent, and by the written consent of Parent, as sole member of Merger Sub and no other corporate or other action (corporate, shareholder or otherwise) on the part of any Buying Party is necessary to authorize the execution, execution and delivery and performance by the Seller and its Subsidiaries of each Company Agreement or the consummation of the transactions contemplated under each Company Agreement. In accordance with applicable Law and the Seller’s Organizational Documents, the board of directors of the Seller has unanimously deemed this Agreement and the Ancillary Agreements and the transactions contemplated by this Agreement and the Ancillary Agreements to which it is or is proposed to be expedient and a party. The acquisition by the Selling Parties who will be officers or directors of Parent after the Merger of the Parent Common Stock to be issued in the best interests Merger has been approved by the Board of Directors of Parent and such approval specifies (i) the name of each such officer or director, (ii) the number of shares of Parent Common Stock to be received by such officer or director in the Merger and (iii) that the approval is given for the purpose of exempting the receipt of such shares from the applicability of Section 16(b) of the Seller and has unanimously approved this Exchange Act pursuant to Rule 16b-3 promulgated thereunder. No approval or consent of the stockholders of Parent is required under applicable Law or under any applicable contractual obligation in connection with the consummation of the Transactions other than the consent of the Principal Parent Stockholder set forth in the Stockholders Consent. This Agreement and the Ancillary Agreements and the transactions contemplated by this Agreement and the Ancillary Agreements, and the Seller Stockholders have unanimously authorized and approved this Agreement and the Ancillary Agreements and the transactions contemplated by this Agreement and the Ancillary Agreements. This Agreement and the Lenexa Purchase Agreement have been, and each other Company Agreement upon execution and delivery thereof will be, been duly and validly executed and delivered by the Seller and its SubsidiariesBuying Parties and, and this Agreement and the Lenexa Purchase Agreement constituteassuming due authorization, and each other Company Agreement upon execution and delivery thereof will constitutehereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Seller and its Subsidiaries, Buying Parties enforceable against the Seller and its Subsidiaries Buying Parties in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws laws affecting creditors’ rights generally and remedies generallysubject, as to enforceability, to general principles of equity.

Authorization and Effect of Agreement. (a) Each of the Seller and each of its Subsidiaries Entity has all requisite rightcorporate (or other entity type, if applicable) power and authority to execute and deliver each Company Agreement and the Acquisition Agreements to which it is a party, to perform its obligations under each Company Agreement hereunder and thereunder and to consummate the transactions contemplated under each Company Agreementhereby and thereby. The execution execution, delivery and delivery of each Company Agreement by the Seller and its Subsidiaries and the performance by each Seller Entity of the Seller and its Subsidiaries of their obligations under each Company Agreement Acquisition Agreements to which it is a party, and the consummation by each such Seller Entity of the transactions contemplated under each Company Agreement hereby and thereby, have been duly and validly authorized by all necessary corporate or limited liability company action on the part of such Seller Entity (other than the requisite action, and no other action (corporate, shareholder or otherwise) is necessary to authorize the execution, delivery and performance by the Seller and its Subsidiaries of each Company Agreement or the consummation approval of the transactions contemplated under each Company Agreement. In hereby by the shareholders of Seller in accordance with applicable Law Seller's Organizational Documents and the Seller’s Organizational DocumentsNYBCL). This Agreement has been, the board of directors and each of the Acquisition Agreements, when executed and delivered by each Seller Entity that is a party hereto and thereto, will have been, duly and validly executed and delivered by such Seller Entity and each constitutes or will constitute a valid and binding obligation of such Seller Entity, enforceable against such Seller Entity in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to creditors rights generally, and subject to general principles of equity. (b) The Seller Board, by resolutions duly adopted at a meeting duly called and held (the "SELLER BOARD APPROVAL"), has unanimously deemed (i) determined that this Agreement and the Ancillary Agreements and the transactions contemplated by this Agreement and the Ancillary Agreements to be expedient hereby are advisable and in the best interests of the Seller and has unanimously its shareholders, (ii) approved this Agreement and the Ancillary Agreements and the transactions contemplated by this Agreement and Agreement, including the Ancillary AgreementsTransfer, and (iii) recommended that the Seller Stockholders have unanimously authorized and approved shareholders of the Company adopt this Agreement and the Ancillary Agreements and the transactions contemplated by this Agreement and the Ancillary Agreements. This Agreement and the Lenexa Purchase Agreement have been, and each other Company Agreement upon execution and delivery thereof will be, duly and validly executed and delivered by the Seller and its Subsidiaries, and this Agreement and the Lenexa Purchase Agreement constitute, and each other Company Agreement upon execution and delivery thereof will constitute, a legal, valid and binding obligation of the Seller and its Subsidiaries, enforceable against the Seller and its Subsidiaries in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generallyTransfer.

Authorization and Effect of Agreement. Each of Seller has the Seller and each of its Subsidiaries has all requisite right, corporate power and authority to execute and to deliver each Company Agreement this Agreement, the Ancillary Agreements and the Collateral Agreements (as applicable) to which it will be a party and, in the event the Sale Procedure Order and the Approval Order are entered by the Bankruptcy Court, to perform its obligations hereunder and under such Collateral Agreements and the Ancillary Agreements. The execution and delivery by each Company Agreement Seller of the Collateral Agreements and the Ancillary Agreements to consummate which it will be a party have been (or will be at the transactions contemplated under each Company Agreementtime of execution thereof) duly authorized by all necessary corporate or other organizational action on the part of such Seller. The execution and delivery of each Company Agreement this Agreement, and in the event the Sale Procedure Order and the Approval Order are entered by the Seller and its Subsidiaries and Bankruptcy Court, the performance by the each Seller of its obligations hereunder and its Subsidiaries of their obligations under each Company Agreement thereunder and the consummation by each Seller of the transactions contemplated under each Company Agreement hereby and thereby, have been duly and validly authorized by all requisite action, such Seller's Board of Directors (as applicable) and no other corporate action (corporate, shareholder or otherwise) on the part of any Seller is necessary to authorize the executionexecution and delivery of this Agreement, delivery and performance by the Seller and its Subsidiaries of each Company Agreement Ancillary Agreements, the Collateral Agreements or the consummation of the transactions contemplated under each Company Agreement. In accordance with applicable Law and the Seller’s Organizational Documents, the board of directors of the Seller has unanimously deemed this Agreement and the Ancillary Agreements and the transactions contemplated by this Agreement and the Ancillary Agreements to be expedient and in the best interests of the Seller and has unanimously approved this Agreement and the Ancillary Agreements and the transactions contemplated by this Agreement and the Ancillary Agreements, and the Seller Stockholders have unanimously authorized and approved this Agreement and the Ancillary Agreements and the transactions contemplated by this Agreement and the Ancillary Agreementshereby or thereby. This Agreement and the Lenexa Purchase Agreement have been, and each other Company Agreement upon execution and delivery thereof will be, has been duly and validly executed and delivered by the each Seller and its Subsidiaries, and this Agreement and the Lenexa Purchase Agreement constitute, and each other Company Agreement upon execution and delivery thereof will constitute, constitutes a legal, valid and binding obligation of the Seller and its Subsidiarieseach Seller, enforceable against the each Seller and its Subsidiaries in accordance with its terms, subject (a) to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws laws affecting creditors’ ' rights and remedies generally, including, without limitation, for purposes of this representation and warranty being made as of the Closing Date, the discretion of the Bankruptcy Court for so long as the Bankruptcy Court retains jurisdiction over the Chapter 11 Cases, and (b) as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity), and (c) for purposes of this representation and warranty being made as of the date hereof (but not for purposes of this representation and warranty being made as of the Closing Date), to the commencement of the Chapter 11 Cases and entry of the Approval Order. The Ancillary Agreements and each of the Collateral Agreements, when executed and delivered by USOP or any Seller, as applicable, at the Closing, shall constitute a valid and binding agreement of USOP or such Seller, enforceable against USOP or such Seller in accordance with its terms, subject (a) to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization moratorium and similar laws affecting creditors' rights and remedies generally, including, without limitation, the discretion of the Bankruptcy Court for so long as the Bankruptcy Court retains jurisdiction over the Chapter 11 Cases, and (b) as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization and Effect of Agreement. Each of Seller has the Seller and each of its Subsidiaries has all requisite right, corporate power and authority (a) to execute and to deliver each Company this Agreement and the Ancillary Agreements to which it will be a party and (b) in the event the Sale Procedures Order and the Approval Order are entered by the Bankruptcy Court, to perform its obligations hereunder and under any such Ancillary Agreements. The execution and delivery by each Company Agreement and Seller of the Ancillary Agreements to consummate which it will be a party have been (or will be at the transactions contemplated under each Company Agreementtime of execution thereof) duly authorized by all necessary corporate or other organizational action on the part of such Seller. The execution and delivery of each Company this Agreement and the Ancillary Agreements by the Seller Sellers, and its Subsidiaries and subject to clause (b) above, the performance by the Seller and its Subsidiaries Sellers of their obligations under each Company Agreement hereunder and thereunder and the consummation by Sellers of the transactions contemplated under each Company Agreement hereby and thereby, have been duly and validly authorized by all requisite action, their Boards of Directors and no other corporate action (corporate, shareholder or otherwise) on the part of Sellers is necessary to authorize the executionexecution and delivery of this Agreement, delivery and performance by the Seller and its Subsidiaries of each Company Agreement Ancillary Agreements or the consummation of the transactions contemplated under hereby or thereby. The execution and delivery by each Company Agreement. In accordance with applicable Law and the Seller’s Organizational Documents, the board Seller of directors of the Seller has unanimously deemed this Agreement and the Ancillary Agreements and the transactions contemplated by this Agreement and the Ancillary Agreements to which it will be expedient and in a party have been (or will be at the best interests time of execution thereof) duly authorized by all necessary corporate or other organizational action on the Seller and has unanimously approved this Agreement and the Ancillary Agreements and the transactions contemplated by this Agreement and the Ancillary Agreements, and the Seller Stockholders have unanimously authorized and approved this Agreement and the Ancillary Agreements and the transactions contemplated by this Agreement and the Ancillary Agreementspart of such Seller. This Agreement and the Lenexa Purchase Agreement have been, and each other Company Agreement upon execution and delivery thereof will be, has been duly and validly executed and delivered by the Seller Sellers and its Subsidiaries, and this Agreement and the Lenexa Purchase Agreement constitute, and each other Company Agreement upon execution and delivery thereof will constitute, a legal, constitute valid and binding obligation obligations of the Seller and its SubsidiariesSellers, enforceable against the Seller and its Subsidiaries Sellers in accordance with its terms, subject (a) to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws laws affecting creditors’ rights and remedies generally, including, without limitation, for purposes of the representation and warranty being made as of the Closing Date, the discretion of the Bankruptcy Court for so long as the Bankruptcy Court retains jurisdiction over the Chapter 11 Cases, and (b) as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity), and (c) competing offers as described in Section 8.13(a), and entry of the Approval Order. Each of the Ancillary Agreements, executed and delivered by Sellers or any Seller, or any of their Affiliates, as applicable, at the Closing, shall constitute a valid and binding agreement of Sellers or such Seller, or Affiliate, enforceable against Sellers or such Seller or Affiliate in accordance with its terms, subject (a) to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, including, without limitation, the discretion of the Bankruptcy Court for so long as the Bankruptcy Court retains jurisdiction over the Chapter 11 Cases, and (b) as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).