Common use of Authorization; Validity of Agreement; Necessary Action Clause in Contracts

Authorization; Validity of Agreement; Necessary Action. Each of Parent and Purchaser has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution, delivery and performance by Parent and Purchaser of this Agreement and the consummation by each of them of the Transactions have been duly authorized by all necessary corporate action on the part of Parent and Purchaser, subject to the adoption of this Agreement by Parent as the sole stockholder of Purchaser, and no other corporate action on the part of either Parent or Purchaser is necessary to authorize the execution and delivery by Parent and Purchaser of this Agreement and the consummation of the Transactions. This Agreement has been duly executed and delivered by Parent and Purchaser and, assuming due and valid authorization, execution and delivery hereof by the Company, is the valid and binding obligation of each of Parent and Purchaser enforceable against each of them in accordance with its terms, except that the enforcement hereof may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to creditors’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

Authorization; Validity of Agreement; Necessary Action. Each of Parent and the Purchaser has all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by Parent and the Purchaser of this Agreement and the consummation by each of them of the Transactions have been duly authorized by all necessary corporate action on the part boards of directors of each of Parent and the Purchaser, subject to the adoption of this Agreement and by Parent as the sole stockholder of the Purchaser, and no other corporate action authority or approval on the part of either Parent or the Purchaser is necessary to authorize the execution and delivery by Parent and the Purchaser of this Agreement and the consummation of the Transactions. This Agreement has been duly and validly executed and delivered by Parent and the Purchaser and, assuming due and valid authorization, execution and delivery hereof of this Agreement by the Company, is the a valid and binding obligation of each of Parent and the Purchaser enforceable against each of them in accordance with its terms, except that the enforcement hereof may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, laws relating to creditors’ rights generally and (b) to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)equity.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and the Purchaser has all necessary full corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution, delivery and performance by Parent and the Purchaser of this Agreement Agreement, and the consummation by each of them of the Transactions Merger and of the Transactions, have been duly authorized by all necessary corporate action on the part Board of Directors of Parent and Purchaser, subject to the adoption Board of this Agreement Directors of the Purchaser and by Parent as the sole stockholder of Purchaser, the Purchaser and no other corporate action on the part of either Parent or and the Purchaser is necessary to authorize the execution and delivery by Parent and the Purchaser of this Agreement and the consummation of the Transactions. This Agreement has been duly executed and delivered by each of the Parent and the Purchaser and, assuming due and valid authorization, execution and delivery hereof by the Company, is the a valid and binding obligation of each of Parent and Purchaser the Purchaser, as the case may be, enforceable against each of them in accordance with its terms, respective terms except that the enforcement hereof as may be limited by (a) bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws, laws now or hereafter in effect, effect relating to creditors’ ' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity or at lawequity).

Authorization; Validity of Agreement; Necessary Action. Each of Parent and Purchaser MergerCo has all necessary corporate requisite power and authority to execute and deliver this Agreement and to consummate the Transactionsperform their respective obligations hereunder. The execution, execution and delivery and performance by Parent and Purchaser of this Agreement and the performance by Parent and MergerCo of their respective obligations under this Agreement and the consummation by each of them of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action by the board of directors of Parent and the Board of Directors of MergerCo, and other than the consent of the sole stockholder of MergerCo, no other action on the part of Parent and Purchaser, subject to the adoption of this Agreement by Parent as the sole stockholder of Purchaser, and no other corporate action on the part of either Parent or Purchaser MergerCo is necessary to authorize the execution and delivery by Parent and Purchaser or MergerCo of this Agreement and the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Purchaser MergerCo and, assuming due and valid authorization, execution and delivery hereof by the Company, is the constitutes a legal, valid and binding obligation of each of Parent and Purchaser MergerCo, as the case may be, enforceable against each of them in accordance with its terms, except that the enforcement hereof as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to laws affecting creditors’ rights generally and (b) by general equitable principles of equity (regardless of whether enforceability enforcement is considered sought in a proceeding at law or in equity or at lawequity).

Authorization; Validity of Agreement; Necessary Action. Each of Parent and Purchaser Merger Sub has all necessary corporate the requisite power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by Parent and Purchaser Merger Sub of this Agreement, approval and adoption of this Agreement and the consummation by each of them of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action of Parent and Merger Sub, and no other action on the part of Parent and Purchaser, subject to the adoption of this Agreement by Parent as the sole stockholder of Purchaser, and no other corporate action on the part of either Parent or Purchaser Merger Sub is necessary to authorize the execution and delivery by Parent and Purchaser Merger Sub of this Agreement and the consummation by them of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Purchaser Merger Sub and, assuming due and valid authorization, execution and delivery hereof by the Company, is the a valid and binding obligation of each of Parent and Purchaser Merger Sub, enforceable against each of them in accordance with its terms, except that the such enforcement hereof may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar lawsLaws, now or hereafter in effect, relating to affecting creditors’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)generally.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and Purchaser has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution, delivery and performance by Parent and Purchaser of this Agreement and the consummation by each of them of the Transactions have been duly authorized by all necessary corporate action on the part of Parent and Purchaser, subject to the adoption of this Agreement Purchaser and shall be adopted by Parent as the sole stockholder of PurchaserPurchaser immediately following execution of this Agreement, and no other corporate action on the part of either Parent or Purchaser is necessary to authorize the execution and delivery by Parent and Purchaser of this Agreement and the consummation of the Transactions. This Agreement has been duly executed and delivered by Parent and Purchaser and, assuming due and valid authorization, execution and delivery hereof by the Company, is the valid and binding obligation of each of Parent and Purchaser enforceable against each of them in accordance with its terms, except that the enforcement hereof may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar lawsLaws, now or hereafter in effect, relating to affecting creditors’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at lawLaw).

Authorization; Validity of Agreement; Necessary Action. Each of Parent and the Purchaser has all necessary full corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution, delivery and performance by Parent and the Purchaser of this Agreement and the consummation by each of them of the Transactions have been duly authorized by all necessary corporate action on the part Boards of Directors of Parent and Purchaser, subject to the adoption of this Agreement Purchaser and by Parent as the sole stockholder shareholder of Purchaser, the Purchaser and no other corporate action on the part of either Parent or and the Purchaser is necessary to authorize the execution and delivery by Parent and the Purchaser of this Agreement and the consummation of the Transactions. This Agreement has been duly executed and delivered by Parent and the Purchaser and, assuming due and valid authorization, execution and delivery hereof by the Company, is the a valid and binding obligation of each of Parent and the Purchaser enforceable against each of them in accordance with its terms, except that the enforcement hereof as such enforceability may be limited by (a) applicable bankruptcy, insolvency, moratorium, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to laws affecting creditors’ ' rights generally and (b) general principles or by the availability of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)equitable remedies generally.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and Purchaser Xxxxxx Sub has all necessary corporate power and authority to execute and deliver this Agreement Agreement, and perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by each of Parent and Purchaser Merger Sub of this Agreement Agreement, and the consummation by each of them of the Transactions Transactions, have been duly authorized by all necessary corporate actions, and no other action on the part of Parent and Purchaser, subject or Merger Sub is necessary to the adoption of adopt this Agreement by Parent as the sole stockholder of Purchaser, and no other corporate action on the part of either Parent or Purchaser is necessary to authorize the execution and delivery by Parent and Purchaser of this Agreement and the consummation by them of the TransactionsTransactions (in the case of the consummation of the Merger, subject to the filing of the Plan of Merger with the Registrar of Companies of the Cayman Islands as required by the Companies Act). This Agreement has been duly executed and delivered by each of Parent and Purchaser andXxxxxx Sub, and assuming due and valid authorization, execution and delivery hereof by the Company, is the a valid and binding obligation of each of Parent and Purchaser Merger Sub, enforceable against each of them in accordance with its terms, except that the enforcement hereof as enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium the Enforceability Exceptions. No vote or other similar laws, now consent of the holders of any class or hereafter in effect, relating series of share capital of Parent is necessary to creditors’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity authorize or at law)approve this Agreement or the Transactions.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and the Purchaser has all necessary the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement, including, but not limited to, the Transactions, and to perform its obligations under this Agreement. The execution, delivery and performance by Parent and the Purchaser of this Agreement and the consummation by each of them of the Transactions have been duly authorized by all necessary corporate action in respect thereof on the part of each of Parent and the Purchaser, subject to the adoption of this Agreement and by Parent as the sole stockholder of the Purchaser, and no other corporate action is required on the part of either Parent or the Purchaser is necessary to authorize the execution and delivery by Parent and the Purchaser of this Agreement and the consummation of the Transactions. This Agreement has been duly executed and delivered by Parent and the Purchaser and, assuming due and valid authorization, execution and delivery hereof by the Company, is the valid and binding obligation of each of Parent and the Purchaser enforceable against each of them in accordance with its terms, except to the extent that the (a) such enforcement hereof may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws, now or hereafter in effect, relating to affecting creditors’ rights generally generally, and (b) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding in equity or at law)may be brought.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and the Purchaser has all necessary full corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution, delivery and performance by Parent and the Purchaser of this Agreement Agreement, and the consummation by each of them of the Transactions Merger and of the Transactions, have been duly authorized by all necessary corporate action on the part of Parent and Purchaser, subject to the adoption of this Agreement by Parent as the sole stockholder of Purchaser, and no other corporate action on the part of either Parent or Purchaser is necessary to authorize the execution and delivery by Parent and Purchaser of this Agreement and the consummation of the Transactionsaction. This Agreement has been duly executed and delivered by each of the Parent and the Purchaser and, assuming due and valid authorization, execution and delivery hereof by the Company, is the a valid and binding obligation of each of Parent and Purchaser the Purchaser, as the case may be, enforceable against each of them in accordance with its terms, respective terms except that the enforcement hereof as may be limited by (a) bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws, laws now or hereafter in effect, effect relating to creditors’ ' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity or at lawequity).

Authorization; Validity of Agreement; Necessary Action. Each of Parent and Purchaser has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution, delivery and performance by Parent and Purchaser of this Agreement Agreement, and the consummation by each of them of the Transactions Transactions, have been duly and validly authorized by all necessary corporate action on the part of the Boards of Directors of Parent and Purchaser, subject to the adoption of this Agreement by Parent as the sole stockholder of Purchaser, and no other corporate action on the part of either the Parent or Purchaser Purchaser, pursuant to the DGCL or otherwise, is necessary to authorize the execution and delivery by Parent and Purchaser of this Agreement and the consummation by each of them of the Transactions, including the Financing, subject to the adoption of this Agreement by Parent as the sole stockholder of Purchaser (which will occur promptly following the execution and delivery of this Agreement). This Agreement has been duly and validly executed and delivered by Parent and Purchaser and, assuming due and valid authorization, execution and delivery hereof by the Company, is the a legal, valid and binding obligation of each of Parent and Purchaser Purchaser, enforceable against each of them Parent and Purchaser in accordance with its terms, except that the enforcement hereof may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar lawsLaws, now or hereafter in effect, relating to creditors’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

Authorization; Validity of Agreement; Necessary Action. Each of Parent and Purchaser Buyer has all necessary corporate requisite power and authority to execute and deliver this Agreement and to consummate the Transactionsperform its obligations hereunder. The execution, execution and delivery and performance by Parent and Purchaser of this Agreement and the performance by Parent and Buyer of their respective obligations under this Agreement and the consummation by each of them of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action by the board of directors of Parent and the sole member of Buyer, respectively, and no other action on the part of Parent and Purchaser, subject to the adoption of this Agreement by Parent as the sole stockholder of Purchaser, and no other corporate action on the part of either Parent or Purchaser Buyer is necessary to authorize the execution and delivery by Parent and Purchaser Buyer, respectively, of this Agreement and the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Purchaser Buyer and, assuming due and valid authorization, execution and delivery hereof by the Company, is the constitutes a legal, valid and binding obligation of each of Parent and Purchaser Buyer, enforceable against each of them Parent and Buyer in accordance with its terms, except that the enforcement hereof as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to laws affecting creditors’ rights generally and (b) by general equitable principles of equity (regardless of whether enforceability enforcement is considered sought in a proceeding at law or in equity or at lawequity).

Authorization; Validity of Agreement; Necessary Action. Each of Parent and Purchaser has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution, delivery and performance by Parent and Purchaser of this Agreement and the consummation by each of them of the Transactions have been duly authorized by all necessary corporate action on the part of Parent and Purchaser, subject to the adoption of this Agreement by Parent as the sole stockholder of Purchaser, and no other corporate action on the part of either Parent or Purchaser is necessary to authorize the execution and delivery by Parent and Purchaser of this Agreement and the consummation of the Transactions. This Agreement has been duly executed and delivered by Parent and Purchaser and, assuming due and valid authorization, execution and delivery hereof by the Company, is the valid and binding obligation of each of Parent and Purchaser enforceable against each of them in accordance with its terms, except that the enforcement hereof may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to creditors’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

Authorization; Validity of Agreement; Necessary Action. Each of Parent and Purchaser has all necessary corporate the requisite power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution, execution and delivery and performance by Parent and Purchaser of this Agreement and the performance by it of its obligations hereunder and the consummation by each of them it of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action Parent and no other actions or proceedings on the part of Parent and Purchaser, subject to the adoption of this Agreement by Parent as the sole or any stockholder of Purchaser, and no or equity holder thereof or any other corporate action on the part of either Parent or Purchaser is Person are necessary to authorize the execution and delivery by Parent and Purchaser it of this Agreement and Agreement, the performance by it of its obligations hereunder or the consummation by it of the Transactionstransactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent and Purchaser and, assuming due and valid authorization, execution and delivery hereof by the Company, is the this Agreement constitutes a valid and binding obligation of each the other parties hereto, constitutes a legal, valid and binding obligation of Parent and Purchaser Parent, enforceable against each of them it in accordance with its terms, except that the as such enforcement hereof may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, laws relating to creditors’ rights generally generally, and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)equitable principles.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and Purchaser MergerCo has all necessary requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactionsperform its obligations hereunder. The execution, delivery and performance by Parent and Purchaser MergerCo of this Agreement and the consummation by each of them of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action by the board of directors of Parent and the board of directors of MergerCo and by the stockholders of MergerCo, and, except as set forth on Schedule 5.2, no other action on the part of Parent and Purchaser, subject to the adoption of this Agreement by Parent as the sole stockholder of Purchaser, and no other corporate action on the part of either Parent or Purchaser MergerCo is necessary to authorize the execution and delivery by Parent and Purchaser or MergerCo of this Agreement and the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Purchaser MergerCo and, assuming due and valid authorization, execution and delivery hereof by the Company, is the a valid and binding obligation of each of Parent and Purchaser MergerCo, as the case may be, enforceable against each of them in accordance with its terms, except that the enforcement hereof as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to creditors’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)General Enforceability Exceptions.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and Purchaser has all necessary corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by Parent and Purchaser of this Agreement and the consummation by each of them of the Transactions have been duly authorized by all necessary corporate action on the part of Parent and the board of directors of Purchaser. Eisai Corporation of North America, subject to the adoption a direct wholly-owned subsidiary of Parent (“Eisai US”), in its capacity as sole shareholder of Purchaser will approve and adopt this Agreement immediately after execution of this Agreement by Parent as the sole stockholder of Purchaser, and no other corporate action on the part of either Parent or Purchaser is necessary to authorize the execution and delivery by Parent and Purchaser of this Agreement and the consummation of the TransactionsAgreement. This Agreement has been duly executed and delivered by Parent and Purchaser and, assuming due and valid authorization, execution and delivery hereof by the Company, is the valid and binding obligation of each of Parent and Purchaser enforceable against each of them in accordance with its terms, except that the enforcement hereof may be limited by (a) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws, now or hereafter in effect, relating to affecting creditors’ rights generally and (b) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding in equity or at law)therefore may be brought.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and Purchaser Buyer has all necessary requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactionsperform its obligations hereunder. The execution, delivery and performance by Parent and Purchaser Buyer of this Agreement and the consummation by each of them of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on by the part board of directors of Parent and Purchaser, subject to the adoption board of this Agreement directors of Buyer and by Parent as the sole stockholder of PurchaserBuyer, and no other corporate action on the part of either Parent or Purchaser Buyer is necessary to authorize the execution and delivery by Parent and Purchaser or Buyer of this Agreement and the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Purchaser Buyer and, assuming due and valid authorization, execution and delivery hereof by each of the CompanyCompany and the Shareholder, is the a valid and binding obligation of each of Parent and Purchaser Buyer, as the case may be, enforceable against each of them in accordance with its terms, except that the enforcement hereof as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to creditors’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)the General Enforceability Exceptions.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and Purchaser MergerCo has all necessary requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactionsperform its obligations hereunder. The execution, delivery and performance by Parent and Purchaser MergerCo of this Agreement and the consummation by each of them of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on by the part board of directors of Parent and Purchaser, subject to the adoption board of this Agreement directors of MergerCo and by Parent as the sole stockholder of PurchaserMergerCo, and no other corporate action on the part of either Parent or Purchaser MergerCo is necessary to authorize the execution and delivery by Parent and Purchaser or MergerCo of this Agreement and the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Purchaser MergerCo and, assuming due and valid authorization, execution and delivery hereof by each of the Companyother parties hereto, is the a valid and binding obligation of each of Parent and Purchaser MergerCo, as the case may be, enforceable against each of them in accordance with its terms, except that the enforcement hereof as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to creditors’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)the General Enforceability Exceptions.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and the Purchaser has all necessary corporate power and authority to execute and deliver this Agreement each of the Transaction Agreements, to perform its obligations hereunder and to consummate the Transactions. The execution, execution and delivery and performance of this Agreement by Parent and the Purchaser of this Agreement and the consummation by each of them Parent and the Purchaser of the Transactions have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Parent and Purchaser, subject to the adoption of this Agreement by Parent as the sole stockholder of Purchaser, and no other corporate action on the part of either Parent or Purchaser is are necessary to authorize the execution and delivery by Parent and Purchaser of this Agreement or to consummate the Transactions (other than, with respect to the Merger, the filing and the consummation recordation of the Transactionsappropriate merger documents in accordance with Section 1.6 hereof). This Agreement has been duly and validly executed and delivered by Parent and the Purchaser and, assuming the due and valid authorization, execution and delivery hereof by the Company, is the constitutes a legal, valid and binding obligation of each of Parent and the Purchaser enforceable against each of them Parent and the Purchaser in accordance with its terms, except that the enforcement hereof may be limited by (a) subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws, now or hereafter in effect, laws of general applicability relating to or affecting creditors’ rights generally and (b) to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)principles.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and Purchaser MergerCo has all necessary requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactionsperform its obligations hereunder. The execution, delivery and performance by Parent and Purchaser MergerCo of this Agreement and the consummation by each of them of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action by the board of directors of Parent and the board of directors of MergerCo and by the stockholders of MergerCo, and no other action on the part of Parent and Purchaser, subject to the adoption of this Agreement by Parent as the sole stockholder of Purchaser, and no other corporate action on the part of either Parent or Purchaser MergerCo is necessary to authorize the execution and delivery by Parent and Purchaser or MergerCo of this Agreement and the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Purchaser MergerCo and, assuming due and valid authorization, execution and delivery hereof by the Company, is the a valid and binding obligation of each of Parent and Purchaser MergerCo, as the case may be, enforceable against each of them in accordance with its terms, except that the enforcement hereof as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to laws affecting creditors’ ' rights generally and (b) by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)equitable principles.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and Purchaser MergerCo has all necessary corporate requisite power and authority to execute and deliver this Agreement and to consummate the Transactionsperform their respective obligations hereunder. The execution, execution and delivery and performance by Parent and Purchaser of this Agreement and the performance by Parent and MergerCo of their respective obligations under this Agreement and the consummation by each of them of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action by the board of directors of Parent and the board of representatives of MergerCo, and other than the consent of the sole member of MergerCo, no other action on the part of Parent and Purchaser, subject to the adoption of this Agreement by Parent as the sole stockholder of Purchaser, and no other corporate action on the part of either Parent or Purchaser MergerCo is necessary to authorize the execution and delivery by Parent and Purchaser or MergerCo of this Agreement and the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Purchaser MergerCo and, assuming due and valid authorization, execution and delivery hereof by the Company, is the constitutes a legal, valid and binding obligation of each of Parent and Purchaser MergerCo, as the case may be, enforceable against each of them in accordance with its terms, except that the enforcement hereof as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to laws affecting creditors’ rights generally and (b) by general equitable principles of equity (regardless of whether enforceability enforcement is considered sought in a proceeding at law or in equity or at lawequity).

Authorization; Validity of Agreement; Necessary Action. Each of Parent and the Purchaser has all necessary full corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution, delivery and performance by Parent and the Purchaser of this Agreement and the consummation by each of them the Merger and of the Transactions have been duly and validly authorized by all necessary corporate action on the part members of Parent parent and Purchaser, subject to by the adoption Board of this Agreement Directors the Purchaser and by Parent as the sole stockholder shareholder of Purchaser, the Purchaser and no other corporate action on the part of either Parent or the Purchaser is necessary to authorize the execution and delivery by Parent and the Purchaser of this Agreement and the consummation of the Transactions. This Agreement has been duly executed and delivered by Parent and the Purchaser and, assuming due and valid authorization, execution and delivery hereof by the Company, is the a valid and binding obligation of each of Parent and the Purchaser enforceable against each of them in accordance with its terms, except that the (i) such enforcement hereof may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws, now or hereafter in effect, relating to affecting creditors’ ' rights generally generally, and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding in equity or at law)therefor may be brought.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and Purchaser MergerCo has all necessary requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactionsperform their respective obligations hereunder. The execution, execution and delivery and performance by Parent and Purchaser of this Agreement and the performance by Parent and MergerCo of their respective obligations under this Agreement and the consummation by each of them of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action by the Board of Directors of Parent and the Board of Directors of MergerCo, and other than the consent of the sole stockholder of MergerCo, no other action on the part of Parent and Purchaser, subject to the adoption of this Agreement by Parent as the sole stockholder of Purchaser, and no other corporate action on the part of either Parent or Purchaser MergerCo is necessary to authorize the execution and delivery by Parent and Purchaser or MergerCo of this Agreement and the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Purchaser MergerCo and, assuming due and valid authorization, execution and delivery hereof by the Company, is the constitutes a legal, valid and binding obligation of each of Parent and Purchaser MergerCo, as the case may be, enforceable against each of them in accordance with its terms, except that the enforcement hereof as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to laws affecting creditors’ rights generally and (b) by general equitable principles of equity (regardless of whether enforceability enforcement is considered sought in a proceeding at law or in equity or at lawequity).

Authorization; Validity of Agreement; Necessary Action. Each of Parent and Purchaser MergerCo has all necessary requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactionsperform their respective obligations hereunder. The execution, execution and delivery and performance by Parent and Purchaser of this Agreement and the performance by Parent and MergerCo of their respective obligations under this Agreement and the consummation by each of them of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action by the board of directors of Parent and the board of directors of MergerCo, and other than the consent of the sole stockholder of MergerCo, no other action on the part of Parent and Purchaser, subject to the adoption of this Agreement by Parent as the sole stockholder of Purchaser, and no other corporate action on the part of either Parent or Purchaser MergerCo is necessary to authorize the execution and delivery by Parent and Purchaser or MergerCo of this Agreement and the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Purchaser MergerCo and, assuming due and valid authorization, execution and delivery hereof by the Company, is the constitutes a legal, valid and binding obligation of each of Parent and Purchaser MergerCo, as the case may be, enforceable against each of them in accordance with its terms, except that the enforcement hereof as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to laws affecting creditors’ rights generally and (b) by general equitable principles of equity (regardless of whether enforceability enforcement is considered sought in a proceeding at law or in equity or at lawequity).

Authorization; Validity of Agreement; Necessary Action. Each of Parent and Purchaser MergerCo has all necessary requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactionsperform its obligations hereunder. The execution, delivery and performance by Parent and Purchaser MergerCo of this Agreement and the consummation by each of them of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action by the board of directors of Parent and the board of directors of MergerCo and by the stockholders of MergerCo, and, except as set forth on Schedule 5.2, no other action on the part of Parent and Purchaser, subject to the adoption of this Agreement by Parent as the sole stockholder of Purchaser, and no other corporate action on the part of either Parent or Purchaser MergerCo is necessary to authorize the execution and delivery by Parent and Purchaser or MergerCo of this Agreement and the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Purchaser MergerCo and, assuming due and valid authorization, execution and delivery hereof by the Company, is the a valid and binding obligation of each of Parent and Purchaser MergerCo, as the case may be, enforceable against each of them in accordance with its terms, except that the enforcement hereof as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to laws affecting creditors’ rights generally and (b) by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)equitable principles.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and Purchaser Merger Sub has all necessary full corporate power and authority to execute and deliver this Agreement and to consummate the Transactionstransactions contemplated hereby. The execution, delivery and performance by each of Parent and Purchaser Merger Sub of this Agreement and the consummation by each of them Parent and Merger Sub of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate its respective Board of Directors, and no other action or proceedings on the part of Parent and Purchaser, subject to the adoption of this Agreement by Parent as the sole stockholder of Purchaser, and no other corporate action on the part of either Parent or Purchaser the Merger Sub is necessary to authorize the execution and delivery by Parent and Purchaser or Merger Sub of this Agreement and the consummation by Parent or Merger Sub of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Purchaser and, assuming due and valid authorization, execution and delivery hereof by the Company, is the valid and binding obligation of each of Parent and Purchaser Merger Sub, and, assuming this Agreement constitutes valid and binding obligations of the Company, constitutes valid and binding obligations of the Parent and Merger Sub, enforceable against each of them it in accordance with its terms, except to the extent that the enforcement hereof may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to laws affecting the enforcement of creditors’ rights generally and (b) or by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)equity.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and Purchaser has all necessary full corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution, delivery and performance by Parent and Purchaser of this Agreement and the consummation by each of them of the Transactions have been duly authorized by all necessary corporate action on the part Purchaser’s board of Parent and Purchaser, subject to the adoption of this Agreement by Parent as the sole stockholder of Purchaserdirectors, and no other corporate action on the part of either Parent or Purchaser is necessary to authorize the execution and delivery by Parent and Purchaser of this Agreement and or the consummation of the Transactions. No vote of, or consent by, the holders of any class or series of stock is necessary to authorize the execution and delivery by Purchaser of this Agreement or the consummation by it of the Transactions. This Agreement has been duly executed and delivered by Parent and Purchaser Purchaser, and, assuming due and valid authorization, execution and delivery hereof by the CompanySeller and Members, is the a valid and binding obligation of each of Parent and Purchaser Purchaser, enforceable against each of them it in accordance with its terms, terms except that the enforcement hereof may be (i) as limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or moratorium, fraudulent conveyance and other similar laws, now or hereafter in effect, relating to laws of general application affecting enforcement of creditors’ rights generally generally, and (bii) general principles the availability of equity (regardless the remedy of whether enforceability is considered in a specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding in equity or at law)therefore may be brought.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and Purchaser MergerCo has all necessary corporate requisite power and authority to execute and deliver this Agreement and to consummate the Transactionsperform their respective obligations hereunder. The execution, execution and delivery and performance by Parent and Purchaser of this Agreement and the performance by Parent and MergerCo of their respective obligations under this Agreement and the consummation by each of them of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action by the board of directors of Parent and the Board of Managers of MergerCo, and other than the consent of the sole Member of MergerCo, no other action on the part of Parent and Purchaser, subject to the adoption of this Agreement by Parent as the sole stockholder of Purchaser, and no other corporate action on the part of either Parent or Purchaser MergerCo is necessary to authorize the execution and delivery by Parent and Purchaser or MergerCo of this Agreement and the consummation of the Transactionstransactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Purchaser MergerCo and, assuming due and valid authorization, execution and delivery hereof by the Company, is the constitutes a legal, valid and binding obligation of each of Parent and Purchaser MergerCo, as the case may be, enforceable against each of them in accordance with its terms, except that the enforcement hereof as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to laws affecting creditors’ rights generally and (b) by general equitable principles of equity (regardless of whether enforceability enforcement is considered sought in a proceeding at law or in equity or at lawequity).

Authorization; Validity of Agreement; Necessary Action. Each of Parent and the Purchaser has all necessary full corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution, delivery and performance by Parent and the Purchaser of this Agreement and the consummation by each of them the Merger and of the Transactions have been duly and validly authorized by all necessary corporate action on the part members of Parent and Purchaser, subject to by the adoption Board of this Agreement Directors the Purchaser and by Parent as the sole stockholder shareholder of Purchaser, the Purchaser and no other corporate action on the part of either Parent or the Purchaser is necessary to authorize the execution and delivery by Parent and the Purchaser of this Agreement and the consummation of the Transactions. This Agreement has been duly executed and delivered by Parent and the Purchaser and, assuming due and valid authorization, execution and delivery hereof by the Company, is the a valid and binding obligation of each of Parent and the Purchaser enforceable against each of them in accordance with its terms, except that the (i) such enforcement hereof may be limited by (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws, now or hereafter in effect, relating to affecting creditors’ ' rights generally generally, and (bii) general principles the remedy of equity (regardless specific performance and injunctive and other forms of whether enforceability is considered in a equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding in equity or at law)therefor may be brought.

Authorization; Validity of Agreement; Necessary Action. Each of Parent and the Purchaser has all necessary corporate power and authority to execute and deliver this Agreement each of the Transaction Agreements, to perform its obligations hereunder and to consummate the Transactions. The execution, execution and delivery and performance of this Agreement by Parent and the Purchaser of this Agreement and the consummation by each of them Parent and the Purchaser of the Transactions have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Parent and Purchaser, subject to the adoption of this Agreement by Parent as the sole stockholder of Purchaser, and no other corporate action on the part of either Parent or Purchaser is are necessary to authorize the execution and delivery by Parent and Purchaser of this Agreement or to consummate the Transactions (other than, with respect to the Merger, the filing and the consummation recordation of the Transactionsappropriate merger documents in accordance with Section 1.6 hereof). This Agreement has been duly and validly executed and delivered by Parent and the Purchaser and, assuming the due and valid authorization, execution and delivery hereof by the Company, is the constitutes a legal, valid and binding obligation of each of Parent and the Purchaser enforceable against each of them Parent and the Purchaser in accordance with its terms, except that the enforcement hereof may be limited by (a) subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws, now or hereafter in effect, laws of general applicability relating to or affecting creditors’ ' rights generally and (b) to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)principles.