Common use of Authorization of Agreement; No Violation Clause in Contracts

Authorization of Agreement; No Violation. (a) Each of Parent and Merger Sub has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and, subject to Parent Stockholder Approval, to consummate the transactions contemplated by this Agreement. The execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly and validly authorized by the board of directors of Parent and the manager of Merger Sub. Parent, as sole holder of limited liability company interests of Merger Sub, has adopted and approved this Agreement and the transactions contemplated by this Agreement, including the Merger. No other corporate or limited liability company proceedings on the part of Parent or Merger Sub are necessary to authorize and approve this Agreement or to consummate the transactions contemplated by this Agreement, except for the receipt of Parent Stockholder Approval. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery hereof by the Company, constitutes the valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authorization of Agreement; No Violation. (a) Each of the Parent and Merger Sub has Parties has, as applicable, all necessary requisite corporate or limited liability company power and authority to execute and deliver this Agreement and, subject to Parent Stockholder Approval, and to consummate the transactions contemplated by this Agreement. The execution and delivery by the Parent and Merger Sub Parties of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly and validly authorized by the board of directors of Parent and the manager sole members of Holding Sub, LP Sub and Merger Sub. Parent, as sole holder of limited liability company interests of Merger Sub, has adopted and approved this Agreement and the transactions contemplated by this Agreement, including the Merger. No other corporate or limited liability company proceedings on the part of the Parent or Merger Sub Parties are necessary to authorize and approve this Agreement or and to consummate the transactions contemplated by this Agreement, except for hereby other than the receipt filing of Parent Stockholder Approvalthe Certificate of Merger. This Agreement has been duly and validly executed and delivered by the Parent and Merger Sub Parties and, assuming due authorization, execution and delivery hereof by the CompanyCompany Parties, constitutes the a valid and binding obligation of the Parent and Merger SubParties, enforceable against the Parent and Merger Sub Parties in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding Proceeding in equity or at law.