Common use of Authorization and Effect of Agreement Clause in Contracts

Authorization and Effect of Agreement. The Seller Stockholders and the Seller Representative have all requisite right, power, capacity and authority to execute and deliver each Seller Agreement and to perform their obligations under each Seller Agreement and to consummate the transactions contemplated by each Seller Agreement. The execution and delivery of each Seller Agreement by the Seller Stockholders and the Seller Representative and the performance by the Seller Stockholders and the Seller Representative of their obligations under each Seller Agreement and the consummation of the transactions contemplated by each Seller Agreement have been duly and validly authorized by all requisite action on the part of the Seller Stockholders and the Seller Representative and no other action on the part of the Seller Stockholders and the Seller Representative is necessary to authorize the execution, delivery and performance by the Seller Stockholders and the Seller Representative of each Seller Agreement or the consummation of the transactions contemplated by each Seller Agreement. This Agreement has been, and each other Seller Agreement upon execution and delivery thereof will be, duly and validly executed and delivered by the Seller Stockholders and the Seller Representative, and this Agreement constitutes, and each other Seller Agreement upon execution and delivery thereof will constitute, a legal, valid and binding obligation of the Seller Stockholders and the Seller Representative, enforceable against the Seller Stockholders and the Seller Representative in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally. With respect to each Seller Stockholder that is not a natural person, such Seller Stockholder is a legal entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization.

Authorization and Effect of Agreement. The Seller Stockholders and Each of the Seller Representative have Buying Parties has all requisite right, power, capacity power and authority to execute and deliver each Seller this Agreement and the Ancillary Agreements to which it is or is proposed to be a party and to perform their its obligations under each Seller Agreement hereunder and thereunder and to consummate the transactions contemplated by each Seller Agreementhereby and thereby. The execution and delivery of each Seller this Agreement by the Seller Stockholders and the Seller Representative Ancillary Agreements to which it is a party and the performance by the Seller Stockholders and the Seller Representative Buying Parties of their obligations under each Seller Agreement hereunder and thereunder, and the consummation of the transactions contemplated by each Seller Agreement hereby and thereby, have been duly and validly authorized by all requisite action on the part board of directors of Parent, and by the Seller Stockholders and the Seller Representative written consent of Parent, as sole member of Merger Sub and no other corporate or other action on the part of the Seller Stockholders and the Seller Representative any Buying Party is necessary to authorize the execution, execution and delivery of this Agreement and performance the Ancillary Agreements to which it is or is proposed to be a party. The acquisition by the Seller Stockholders Selling Parties who will be officers or directors of Parent after the Merger of the Parent Common Stock to be issued in the Merger has been approved by the Board of Directors of Parent and such approval specifies (i) the Seller Representative name of each Seller Agreement 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 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 contemplated by each Seller AgreementTransactions other than the consent of the Principal Parent Stockholder set forth in the Stockholders Consent. This Agreement has been, and each other Seller Agreement upon execution and delivery thereof will be, the Ancillary Agreements have been duly and validly executed and delivered by the Seller Stockholders and the Seller RepresentativeBuying Parties and, and this Agreement constitutesassuming due authorization, and each other Seller Agreement upon execution and delivery thereof will constitutehereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Seller Stockholders and the Seller Representative, Buying Parties enforceable against the Seller Stockholders and the Seller Representative Buying Parties in accordance with their its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws laws affecting creditors’ rights generally and remedies generally. With respect subject, as to each Seller Stockholder that is not a natural personenforceability, such Seller Stockholder is a legal entity duly organized, validly existing and in good standing under the Laws to general principles of its jurisdiction of organizationequity.

Authorization and Effect of Agreement. The Seller Stockholders and Each of the Seller Representative have and each of its Subsidiaries has all requisite right, power, capacity power and authority to execute and deliver each Seller Company Agreement and to perform their its obligations under each Seller Company Agreement and to consummate the transactions contemplated by under each Seller Company Agreement. The execution and delivery of each Seller Company Agreement by the Seller Stockholders and the Seller Representative its Subsidiaries and the performance by the Seller Stockholders and the Seller Representative its Subsidiaries of their obligations under each Seller Company Agreement and the consummation of the transactions contemplated by under each Seller Company Agreement have been duly and validly authorized by all requisite action on the part of the Seller Stockholders and the Seller Representative action, and no other action on the part of the Seller Stockholders and the Seller Representative (corporate, shareholder or otherwise) is necessary to authorize the execution, delivery and performance by the Seller Stockholders and the Seller Representative its Subsidiaries of each Seller 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 each this Agreement and the Ancillary Agreements to be expedient and in the best interests of the Seller Agreementand 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 has and the Lenexa Purchase Agreement have been, and each other Seller Company Agreement upon execution and delivery thereof will be, duly and validly executed and delivered by the Seller Stockholders and the Seller Representativeits Subsidiaries, and this Agreement constitutesand the Lenexa Purchase Agreement constitute, and each other Seller Company Agreement upon execution and delivery thereof will constitute, a legal, valid and binding obligation of the Seller Stockholders and the Seller Representativeits Subsidiaries, enforceable against the Seller Stockholders and the Seller Representative its Subsidiaries in accordance with their its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally. With respect to each Seller Stockholder that is not a natural person, such Seller Stockholder is a legal entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization.

Authorization and Effect of Agreement. The Each Seller Stockholders and has the Seller Representative have all requisite right, power, capacity corporate power and authority (a) to execute and to deliver each Seller 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 their its obligations hereunder and under each Seller Agreement any such Ancillary Agreements. The execution and to consummate the transactions contemplated delivery by each Seller Agreementof the Ancillary Agreements to which it will be a party have been (or will be at the time 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 Seller this Agreement by the Seller Stockholders and the Seller Representative Ancillary Agreements by Sellers, and subject to clause (b) above, the performance by the Seller Stockholders and the Seller Representative Sellers of their obligations under each Seller Agreement hereunder and thereunder and the consummation by Sellers of the transactions contemplated by each Seller Agreement hereby and thereby, have been duly and validly authorized by all requisite their Boards of Directors and no other corporate action on the part of the Seller Stockholders and the Seller Representative and no other action on the part of the Seller Stockholders and the Seller Representative Sellers is necessary to authorize the executionexecution and delivery of this Agreement, delivery and performance by the Seller Stockholders and the Seller Representative of each Seller Agreement Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby. The execution and delivery by each Seller Agreementof the Ancillary Agreements to which it will be a party have been (or will be at the time of execution thereof) duly authorized by all necessary corporate or other organizational action on the part of such Seller. This Agreement has been, and each other Seller Agreement upon execution and delivery thereof will be, been duly and validly executed and delivered by the Seller Stockholders Sellers and the Seller Representative, and this Agreement constitutes, and each other Seller Agreement upon execution and delivery thereof will constitute, a legal, constitute valid and binding obligation obligations of the Seller Stockholders and the Seller RepresentativeSellers, enforceable against the Seller Stockholders and the Seller Representative Sellers in accordance with their 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. With respect to each Seller Stockholder that is not 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 natural personvalid and binding agreement of Sellers or such Seller, or Affiliate, enforceable against Sellers or such Seller Stockholder 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 legal entity duly organized, validly existing and proceeding at law or in good standing under the Laws of its jurisdiction of organizationequity).