Common use of Authorization; Binding Agreement Clause in Contracts

Authorization; Binding Agreement. Holdco has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the board of directors and, as applicable, shareholders of Holdco in accordance with Holdco’s Organizational Documents and any other applicable Law, and (b) no other corporate proceedings, other than as expressly set forth elsewhere in the Agreement, on the part of Holdco are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Holdco is a party has been or shall be when delivered, duly and validly executed and delivered and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of Holdco, enforceable against Holdco in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Holdco Purchaser has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document other ancillary agreement related hereto to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document other ancillary agreement related hereto to which it is a party and the consummation of the transactions contemplated hereby and thereby, (ai) have been duly and validly authorized by the board of directors and, as applicable, shareholders of Holdco in accordance with Holdco’s Organizational Documents and any other applicable Law, Purchaser Board and (bii) except for the approval of the stockholders of Purchaser (the “Purchaser Stockholder Approval”), no other corporate proceedings, other than as expressly set forth elsewhere in the Agreement, proceedings on the part of Holdco Purchaser are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document other ancillary agreement related hereto to which it is a party, party or to consummate the Exchange, and the other transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document ancillary agreement to which Holdco Purchaser is a party has been or shall be when delivered, duly and validly executed and delivered and, by Purchaser and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents ancillary agreements by the other parties Parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of HoldcoPurchaser, enforceable against Holdco Purchaser in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Holdco The Company Shareholder has all requisite corporate power and authority to execute to: (a) execute, deliver and deliver perform this Agreement and each Ancillary Document the other Transaction Agreements to which it is a party, to perform ; and (b) carry out its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby by the Transaction Agreements to which it is a party (including, the Share Exchange), in each case, subject to the consents, approvals, authorizations and therebyother requirements described in Section 6.3. The execution and delivery by the Company Shareholder of this Agreement and each Ancillary Document the other Transaction Agreements to which it is a party and the consummation by it of the transactions contemplated hereby and thereby, (a) Transactions have been (or, for the Transaction Agreements to be executed at Closing, will be) duly and validly authorized by the all requisite actions, including approval by its board of directors anddirectors, as applicable, shareholders of Holdco in accordance with Holdco’s Organizational Documents and any other applicable required by Applicable Law, and (b) no . No other corporate proceedings, other than as expressly set forth elsewhere in the Agreement, proceeding on the part of Holdco are the Company Shareholder is necessary to authorize the execution and delivery of this Agreement. This Agreement and each Ancillary Document the other Transaction Agreements to which it is a partyparty have been (or, or for the Transaction Agreements to consummate the transactions contemplated hereby and thereby. This Agreement has beenbe executed at Closing, and each Ancillary Document to which Holdco is a party has been or shall be when delivered, will be) duly and validly executed and delivered and, by the Company Shareholder and (assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by other Transaction Agreements constitute (or, for the other parties hereto and theretoTransaction Agreements to be executed at Closing, constituteswill constitute) a legal, or when delivered shall constitute, the valid and binding obligation of Holdcothe other Parties hereto and thereto) constitute (or, for the Transaction Agreements to be executed at Closing, will constitute) the legal, valid and binding obligation of the Company Shareholder enforceable against Holdco the Company Shareholder in accordance with its their respective terms, subject to the Enforceability ExceptionsRemedies Exception and any Approvals.

Authorization; Binding Agreement. Holdco The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform its the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which it the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the board of directors and, and shareholders of the Company (as applicable, shareholders of Holdco ) in accordance with Holdcothe Company’s Organizational Documents Documents, the BVI Act and any other applicable Law, and (b) no other corporate proceedings, other than as expressly set forth elsewhere in the Agreement, proceedings on the part of Holdco the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Holdco the Company is or is required to be a party has been or shall be when delivered, duly and validly executed and delivered and, by the Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of Holdcothe Company, in each case, enforceable against Holdco the Company in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Holdco Intermediate has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby, thereby (a) have been duly and validly authorized by the board of directors and, as applicable, shareholders of Holdco in accordance with Holdco’s Organizational Documents Intermediate and any other applicable Law, by the Intermediate Shareholder and (b) no other corporate proceedings, other than as expressly set forth elsewhere in the Agreement, on the part of Holdco are Intermediate is necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Holdco Intermediate is a party has been or shall be when delivered, duly and validly executed and delivered by Intermediate and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered by such Party shall constitute, the valid and binding obligation of Holdcosuch Party, enforceable against Holdco such Party in accordance with its terms, subject except to the extent that enforceability thereof may be limited by the Enforceability Exceptions.

Authorization; Binding Agreement. Holdco The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform its the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which it the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the board of directors and, as applicable, and shareholders of Holdco the Company in accordance with Holdco’s the Company Organizational Documents Documents, the Laws of the Cayman Islands and any other applicable Law, and (b) no other corporate proceedings, other than as expressly set forth elsewhere in the Agreement, proceedings on the part of Holdco the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Holdco the Company is or is required to be a party has been or shall be when delivered, duly and validly executed and delivered andby the Company, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of Holdcothe Company, in each case, enforceable against Holdco the Company in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Holdco Amalco Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the board of directors Amalco Sub Board and, as applicable, shareholders of Holdco Amalco Sub in accordance with HoldcoAmalco Sub’s Organizational Documents and any other applicable Law, and (b) no other corporate proceedings, other than as expressly set forth elsewhere in the this Agreement, on the part of Holdco Amalco Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Holdco Amalco Sub is a party has been or shall be when delivered, duly and validly executed and delivered and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of HoldcoAmalco Sub, enforceable against Holdco Amalco Sub in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Holdco Such Company Shareholder has all requisite corporate power power, authority and authority legal right and capacity to execute and deliver this Agreement and each Ancillary Document to which he, she or it is a party, to perform its such Company Shareholder’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and each Ancillary Document to which it such Company Shareholder is a party and the consummation of the transactions contemplated hereby and thereby, (a) Transactions have been duly and validly authorized by the board of directors and, applicable parties as applicable, shareholders of Holdco required in accordance with Holdco’s Organizational Documents the Company Co-Investment Agreement and any other applicable Law, and (b) no other corporate proceedings, other than as expressly set forth elsewhere in the this Agreement, on the part of Holdco are such Company Shareholder is necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it such Company Shareholder is a party, party or to consummate the transactions contemplated hereby and therebyTransactions. This Agreement has been, and each Ancillary Document to which Holdco such Company Shareholder is or is required to be a party has been or shall be when delivered, duly and validly executed and delivered and, by such Company Shareholder and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of Holdcosuch Company Shareholder, enforceable against Holdco such Company Shareholder in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Holdco The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which it the Company is a party and the consummation of the transactions contemplated hereby and thereby, (a) have been (or, in the case of Ancillary Documents to be entered into at or prior to Closing, will be) duly and validly authorized by the board of directors and, as applicable, and/or shareholders of Holdco the Company in accordance with Holdcothe Company’s Organizational Documents Documents, the UK Act and any other applicable Law, and (b) other than any Company Shareholder approval required to consummate the Transactions, no other corporate proceedings, other than as expressly set forth elsewhere in the Agreement, proceedings on the part of Holdco the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions contemplated hereby and therebythereby (other than the filing and recordation of appropriate merger documents as required by the Cayman Act). This Agreement has been, and each Ancillary Document to which Holdco the Company is a party has been or shall be when delivered, duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of Holdcothe Company, enforceable against Holdco the Company in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Holdco Enservco has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its Enservco’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which it Enservco is a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Enservco’s board of directors and, as applicable, shareholders of Holdco in accordance with Holdcoto the extent required by Enservco’s Organizational Documents and Documents, any other applicable Law, Law or any Contract to which Enservco or any of its shareholders is a party or by which it or its securities are bound and (b) no other corporate proceedings, other than as expressly set forth elsewhere in the Agreement, proceedings on the part of Holdco Enservco are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Holdco Enservco is a party has been or shall be when delivered, duly and validly executed and delivered and, by Xxxxxxxx and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of HoldcoEnservco, enforceable against Holdco Enservco in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Holdco The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which it the Company is a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s board of directors and, as applicableupon obtaining the Required Company Stockholder Approval, shareholders of Holdco the Company’s stockholders in accordance with Holdcothe Company’s Organizational Documents and any other applicable LawDocuments, and (b) no other corporate proceedings, other than as expressly set forth elsewhere in the Agreement, proceedings on the part of Holdco the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Holdco the Company is a party has been or shall be when delivered, duly and validly executed and delivered andby the Company, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of Holdcosuch Party, as applicable, enforceable against Holdco such Party in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Holdco The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform its the Company’s obligations hereunder and thereunder and thereunder, to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which it the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the board of directors and, and shareholders of the Company (as applicable, shareholders of Holdco ) in accordance with Holdcothe Company’s Organizational Documents Documents, the Cayman Act and any other applicable Law, and (b) no other corporate proceedings, other than as expressly set forth elsewhere in the Agreement, proceedings on the part of Holdco the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Holdco the Company is or is required to be a party has been or shall be when delivered, duly and validly executed and delivered and, by the Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of Holdcothe Company, in each case, enforceable against Holdco the Company in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Each of Holdco and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby, (a) thereby have been duly and validly authorized by the board of directors and, as applicable, and shareholders of Holdco in accordance with Holdco’s Organizational Documents and any other applicable Law, Merger Sub and (b) no other corporate proceedings, other than as expressly set forth elsewhere in the Agreement, on the part of Holdco or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Holdco or Merger Sub is a party has been or shall be when delivered, duly and validly executed and delivered by such party and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of Holdcosuch party, enforceable against Holdco such party in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Holdco Subject to filing the Amended Pubco Charter, Pubco and each Pubco Sub has all requisite corporate or other entity power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby, (a) thereby have been duly and validly authorized by the board of directors and, as applicable, and shareholders of Holdco in accordance with Holdco’s Organizational Documents Pubco and any other applicable Law, each Pubco Sub and (b) no other corporate proceedings, other than as expressly set forth elsewhere in the AgreementAgreement (including the filing of the Amended Pubco Charter), on the part of Holdco Pubco or any Pubco Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Holdco Pubco or any Pubco Sub is a party has been or shall be when delivered, duly and validly executed and delivered by such Party and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of Holdcosuch Party, enforceable against Holdco such Party in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Holdco Amalco Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the board of directors Amalco Sub’s Board and, as applicable, shareholders of Holdco Amalco Sub in accordance with HoldcoAmalco Sub’s Organizational Documents and any other applicable Law, and (b) no other corporate proceedings, other than as expressly set forth elsewhere in the this Agreement, on the part of Holdco Amalco Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Holdco Amalco Sub is a party has been or shall be when delivered, duly and validly executed and delivered and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of HoldcoAmalco Sub, enforceable against Holdco Amalco Sub in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Holdco The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which it the Company is a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the board of directors and, as applicable, and shareholders of Holdco the Company in accordance with Holdcothe Company’s Organizational Documents and Documents, the laws of its jurisdiction of incorporation or formation, any other applicable Law, Law and any Contract to which the Company or any of its shareholders are party or bound and (b) no other corporate proceedings, other than as expressly set forth elsewhere in the Agreement, proceedings on the part of Holdco the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Holdco the Company is a party has been or shall be when delivered, duly and validly executed and delivered and, by the Company Party and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of Holdcothe Company, enforceable against Holdco the Company in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Holdco Subject to filing the A&R Holdings Charter, Holdings has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby, (a) Transactions have been duly and validly authorized by the board of directors and, as applicable, shareholders and shareholder of Holdco in accordance with Holdco’s Organizational Documents Holdings and any other applicable Law, and (b) no other corporate proceedings, other than as expressly set forth elsewhere in this Agreement (including the Agreementfiling of the A&R Holdings Charter), on the part of Holdco Holdings are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder or thereunder or to consummate the transactions contemplated hereby and therebyTransactions. This Agreement has been, and each Ancillary Document to which Holdco Holdings is a party has been or shall be when delivered, duly and validly executed and delivered by Holdings and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of HoldcoHoldings, enforceable against Holdco Holdings in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Holdco Spinco has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the board of directors Spinco Board and, as applicable, shareholders of Holdco Spinco in accordance with HoldcoSpinco’s Organizational Documents and any other applicable Law, and (b) no other corporate proceedings, other than as expressly set forth elsewhere in the this Agreement, on the part of Holdco Spinco are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Holdco Spinco is a party has been or shall be when delivered, duly and validly executed and delivered and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of HoldcoSpinco, enforceable against Holdco Spinco in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Holdco The Seller has all requisite corporate power power, authority and authority legal right and capacity to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its the Seller’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which it the Seller is or is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Seller’s board of directors and, as applicable, shareholders managers and certain of Holdco Seller’s members in accordance with HoldcoSeller’s Organizational Documents and any other applicable Law, the TBOC and (b) no other corporate proceedings, other than as expressly set forth elsewhere in the Agreement, proceedings on the part of Holdco the Seller are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Holdco the Seller is or is required to be a party has been or shall be when delivered, duly and validly executed and delivered and, by the Seller and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of Holdcothe Seller, enforceable against Holdco the Seller in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Holdco Each of Pubco and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby, (a) Transactions have been duly and validly authorized by the board of directors and, as applicable, and shareholders of Holdco in accordance with Holdco’s Organizational Documents Pubco and any other applicable Law, Merger Sub and (b) no other corporate proceedings, other than as expressly set forth elsewhere in the this Agreement, on the part of Holdco Pubco or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions contemplated hereby and therebyTransactions. This Agreement has been, and each Ancillary Document to which Holdco Pubco or Merger Sub is a party has been or shall be when delivered, duly and validly executed and delivered by such Party and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of Holdcosuch Party, enforceable against Holdco such Party in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Holdco The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform its the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which it the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the board of directors and, as applicable, and shareholders of Holdco the Company in accordance with Holdcothe Company’s Organizational Documents and any other applicable Law, the Singapore Act and (b) no other corporate proceedings, other than as expressly set forth elsewhere in the Agreement, proceedings on the part of Holdco the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Holdco the Company is or is required to be a party has been or shall be when delivered, duly and validly executed and delivered and, by the Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of Holdcothe Company, enforceable against Holdco the Company in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Each of Holdco and Netfin Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby, (a) thereby have been duly and validly authorized by the board of directors and, as applicable, and shareholders of Holdco in accordance with Holdco’s Organizational Documents and any other applicable Law, Netfin Merger Sub and (b) no other corporate proceedings, other than as expressly set forth elsewhere in the Agreement, on the part of Holdco or Netfin Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Holdco or Netfin Merger Sub is a party has been or shall be when delivered, duly and validly executed and delivered by such party and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of Holdcosuch party, enforceable against Holdco such party in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Holdco Each of Pubco and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby, (a) thereby have been duly and validly authorized by the board of directors and, as applicable, and shareholders of Holdco in accordance with Holdco’s Organizational Documents Pubco and any other applicable Law, Merger Sub and (b) no other corporate proceedings, other than as expressly set forth elsewhere in the Agreement, on the part of Holdco Pubco or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Holdco Pubco or Merger Sub is a party has been or shall be when delivered, duly and validly executed and delivered by such Party and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of Holdcosuch Party, enforceable against Holdco such Party in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Holdco The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform its the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which it the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the board of directors and, as applicable, and shareholders of Holdco the Company in accordance with Holdcothe Company’s Organizational Documents Documents, the Cayman Act and any other applicable Law, Law and (b) no other corporate proceedings, other than as expressly set forth elsewhere in the Agreement, proceedings on the part of Holdco the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Holdco the Company is or is required to be a party has been or shall be when delivered, duly and validly executed and delivered and, by the Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of Holdco, the Company enforceable against Holdco the Company in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Holdco Netfin has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Netfin Shareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby, thereby (a) have been duly and validly authorized by the board of directors and, as applicable, shareholders of Holdco in accordance with Holdco’s Organizational Documents and any other applicable Law, Netfin and (b) other than the Netfin Shareholder Approval, no other corporate proceedings, other than as expressly set forth elsewhere in the Agreement, on the part of Holdco Netfin are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Holdco Netfin is a party has been or shall be when delivered, duly and validly executed and delivered by Netfin and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of HoldcoNetfin, enforceable against Holdco Netfin in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Holdco Buyer has all requisite corporate full power and authority to execute and deliver enter into this Agreement and each the Ancillary Document Documents to which it is or is required to be a party, to perform its obligations hereunder and thereunder party as of such Closing and to consummate the transactions contemplated hereby and therebythereby and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby, (a) have been Buyer has duly and validly authorized by the board of directors and, as applicable, shareholders of Holdco in accordance with Holdco’s Organizational Documents and any other applicable Law, and (b) no other corporate proceedings, other than as expressly set forth elsewhere in the Agreement, all necessary action on the part of Holdco are necessary to authorize Buyer the execution and delivery of this Agreement and each the Ancillary Document Documents to which it Buyer is or is required to be a party, or to consummate party as of such Closing and the consummation of the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Holdco Buyer is or is required to be a party has been or shall be when delivered, duly and validly executed and delivered by Buyer and, assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of HoldcoBuyer, enforceable against Holdco Buyer in accordance with its terms, subject to except as the enforceability thereof may be limited by the Enforceability Exceptions.

Authorization; Binding Agreement. Holdco Subject to filing the Amended Pubco Charter, Pubco has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby, (a) thereby have been duly and validly authorized by the board of directors and, as applicable, shareholders and shareholder of Holdco in accordance with Holdco’s Organizational Documents Pubco and any other applicable Law, and (b) no other corporate proceedings, other than as expressly set forth elsewhere in the AgreementAgreement (including the filing of the Amended Pubco Charter), on the part of Holdco Pubco are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Holdco Pubco is a party has been or shall be when delivered, duly and validly executed and delivered by Pubco and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of HoldcoPubco, enforceable against Holdco Pubco in accordance with its terms, subject to the Enforceability Exceptions.