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

Authorization; Validity of Agreement; Necessary Action. (a) Each of Parent and Sub has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements to which each of Parent and Sub, respectively, is a party and the consummation by Parent and Sub of the Merger and of the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Parent and Sub, respectively, and no other corporate actions on the part of Parent and Sub are necessary to authorize the execution and delivery of this Agreement or such Ancillary Agreements and the consummation by each of them of the transactions contemplated hereby and thereby. Each of this Agreement and the Ancillary Agreements to which each of Parent and Sub, respectively, is a party has been duly executed and delivered by Parent or Sub, as the case may be, assuming each of this Agreement and such Ancillary Agreements constitutes a valid and binding obligation of the other parties hereto and thereto, constitutes a valid and binding obligation of Parent or Sub, as the case may be, enforceable against Parent or Sub, as the case may be, in accordance with their respective terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Parent Common Stock to be issued pursuant to the Merger, when issued in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. (b) The Boards of Directors of Parent and Sub each have duly and validly approved and taken all corporate action required to be taken by such Board of Directors for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements to which Parent or Sub, as the case may be, is a party.

Authorization; Validity of Agreement; Necessary Action. (a) Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements Agreement, to which it is a party perform its obligations hereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the Ancillary Agreements to which consummation by each of Parent and Sub, respectively, is a party and the consummation by Parent and Sub them of the Merger and of the other transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, respectively, and no other corporate actions action on the part of either Parent and Sub are Merger Sub, pursuant to the DGCL, the MGCL or otherwise, is necessary to authorize the execution and delivery of this Agreement or such Ancillary Agreements by Parent and the consummation by each of them of the transactions contemplated hereby and thereby. Each Merger Sub of this Agreement and the Ancillary Agreements consummation by them of the Transactions, subject, in the case of the Merger, to which each the filing of the Articles of Merger with, and acceptance for record of the Articles of Merger by the SDAT and the due filing of the Certificate of Merger with the Delaware Secretary and, in the case of the issuance of Parent Common Stock in connection with the Merger, to the receipt of the Parent Stockholder Approval and Subthe filing with, respectivelyand acceptance for record by the SDAT of Articles of Amendment to the Parent’s charter to effect the Parent Stock Charter Amendment and, is a party in the case of the declassification of the Parent Board of Directors, to the approval of the Parent Declassification Charter Amendment by the affirmative vote of holders of Parent Common Stock entitled to cast at least 80% of the votes entitled to be cast thereon and the filing with, and acceptance for record by, the SDAT of Articles of Amendment to Parent’s charter to effect the Parent Declassification Charter Amendment. This Agreement has been duly executed and delivered by Parent or Sub, as the case may beand Merger Sub and, assuming each of this Agreement due and such Ancillary Agreements constitutes valid authorization, execution and delivery hereof by the Company and the Company Operating Partnership, is a valid and binding obligation of the other parties hereto and thereto, constitutes a valid and binding obligation each of Parent or Sub, as the case may be, and Merger Sub enforceable against Parent or Sub, as the case may be, each of them in accordance with their respective its terms, except that (i) such the enforcement hereof may be subject to applicable limited by (a) bankruptcy, insolvency insolvency, reorganization, moratorium or other similar lawsLaws, now or hereafter in effect, affecting relating to creditors' ’ rights generally, generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Parent Common Stock to be issued pursuant to the Merger, when issued in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. (b) The Boards general principles of Directors equity (regardless of Parent and Sub each have duly and validly approved and taken all corporate action required to be taken by such Board of Directors for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements to which Parent whether enforceability is considered in a proceeding in equity or Sub, as the case may be, is a partyat Law).

Authorization; Validity of Agreement; Necessary Action. (a) Each of Parent and Sub MergerCo has full all requisite corporate or limited liability company, as applicable, power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and party, to consummate the transactions contemplated hereby and therebythereby and to perform its obligations hereunder and thereunder, subject to the approval of the issuance of shares of Parent Class A Common Stock and Parent Common Stock in the Merger for purposes of the NYSE Rule (the “Parent Share Issuance”), the approval of the Parent Charter Amendment and the approval of the Merger pursuant to Article 4(D)(2) of the Parent Charter by the applicable Required Parent Stockholder Votes. The execution, delivery and performance by each of Parent and MergerCo of this Agreement and the Ancillary Agreements to which each of Parent and Sub, respectively, it is a party and the consummation by Parent and Sub of the Merger and of the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on behalf of Parent, except for the part Required Parent Stockholder Votes, and by all necessary limited liability company action on behalf of Parent and Sub, respectivelyMergerCo, and no other corporate actions action on the part of either Parent and Sub are or MergerCo is necessary to authorize the execution and delivery by Parent and MergerCo of this Agreement or such any of the Ancillary Agreements and to which it is a party, the consummation by each of them of the transactions contemplated hereby or thereby and therebythe performance of their respective obligations hereunder or thereunder. Each of this Agreement and the Ancillary Agreements to which each of Parent and Sub, respectively, it is a party has been duly executed and delivered by each of Parent or Sub, as the case may beand MergerCo and, assuming each of this Agreement due and such Ancillary Agreements constitutes valid authorization, execution and delivery hereof and thereof by the Company and the other parties thereto, is a legal, valid and binding obligation of the other parties hereto and thereto, constitutes a valid and binding obligation each of Parent or Sub, as the case may beand MergerCo, enforceable against Parent or Sub, as the case may be, each of them in accordance with their respective its terms, except that such enforceability (ia) such enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally and (b) is subject to applicable bankruptcygeneral principles of equity, insolvency whether considered in a proceeding at law or other similar laws, now or hereafter in effect, affecting creditors' rights generally, equity (the “Bankruptcy and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Parent Common Stock to be issued pursuant to the Merger, when issued in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rightsEquity Exception”). (b) The Boards Parent Special Committee, at a meeting duly called and held, has unanimously (i) determined that this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, including the Merger, are fair to, and in the best interests of, Parent and the Parent Committee Stockholders and (ii) recommended that the Parent Board approve and adopt this Agreement and the Ancillary Agreements and approve the transactions contemplated hereby and thereby, including the Merger. The Parent Board, at a meeting duly called and held, has, by the unanimous vote of Directors the directors who voted, (x) approved and adopted this Agreement and the Ancillary Agreements and approved the transactions contemplated hereby and thereby, including the Merger, (y) determined that this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby, including the Merger, are fair to, and in the best interests of, Parent and the stockholders of Parent, and (z) resolved to recommend that the stockholders of Parent vote to approve the Parent Share Issuance, to approve and Sub each have duly adopt the Parent Charter Amendment and validly approved and to approve the Merger at the Parent Stockholders Meeting. (c) Parent has taken all corporate action required appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to be taken by such Board or as a result of Directors for the execution or performance of this Agreement, the Stockholder Agreement, the Voting Trust Agreement, the Parent Support Agreement or the Company Support Agreement, or the consummation of the transactions contemplated hereby (including the Merger) or thereby, or the acquisition of any Parent Class A Common Stock or Parent Common Stock by any Xxxxx Family Member in accordance with the Stockholder Agreement or, after termination of the Stockholder Agreement, the acquisition of any Parent Class A Common Stock or Parent Common Stock by any Xxxxx Family Member (i) from any Existing Class A Holder or from any Permitted Transferee (each as defined in the Parent Charter Amendment), (ii) in a “brokers transaction” (within the meaning of Rule 144 under the Securities Act) or (iii) in any privately negotiated transaction that does not otherwise constitute a “tender offer” (within the meaning of Section 14(d) under the Exchange Act) (a “Family Purchase”). No other state takeover statute or similar statute or regulation applies or purports to apply to this Agreement, the Stockholder Agreement, the Voting Trust Agreement, the Parent Support Agreement and or the Ancillary Agreements to which Parent Company Support Agreement, or Subthe consummation of the transactions contemplated hereby (including the Merger) or thereby, as the case may be, is or a partyFamily Purchase.

Authorization; Validity of Agreement; Necessary Action. (a) Each of Parent and Merger Sub has full all necessary corporate or similar power and authority to execute and deliver this Agreement and the Ancillary Agreements Agreement, to which it is a party perform their respective obligations hereunder and to consummate the transactions contemplated hereby and therebyby this Agreement. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the Ancillary Agreements to which each of Parent and SubAgreement, respectively, is a party and the consummation by Parent and Merger Sub of the Merger and of the other transactions contemplated hereby and thereby by this Agreement, have been duly and validly authorized by all necessary corporate action by Parent and Merger Sub (including by each of their respective boards of directors), and no other corporate action or proceeding on the part of Parent and Sub, respectively, and no other corporate actions on the part of Parent and or Merger Sub are is necessary to authorize the execution execution, delivery and delivery performance by Parent and Merger Sub of this Agreement or such Ancillary Agreements and the consummation by each of them of the transactions contemplated hereby and therebyby this Agreement. Each of this This Agreement and the Ancillary Agreements to which each of Parent and Sub, respectively, is a party has been duly executed and delivered by Parent or Sub, as the case may beand Merger Sub and, assuming each due authorization, execution and delivery of this Agreement and such Ancillary Agreements by the other parties hereto, constitutes a legal, valid and binding obligation of the other parties hereto and thereto, constitutes a valid and binding obligation each of Parent or and Merger Sub, as the case may be, enforceable against Parent or Sub, as the case may be, each of them in accordance with their respective its terms, except that (i) as such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, limited by the Bankruptcy and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Parent Common Stock to be issued pursuant to the Merger, when issued in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rightsEquity Exception. (b) The Boards board of Directors directors of Parent Merger Sub, at a meeting duly called and held (or acting by written consent), has (i) approved the execution, delivery and performance by Merger Sub each have duly of this Agreement and validly approved and taken all corporate action required to be taken by such Board of Directors for the consummation of the transactions contemplated by hereby, including the Merger, (ii) determined that it is in the best interests of Merger Sub and its sole stockholder, and declared it advisable, to enter into this Agreement, and (iii) resolved to recommend that the sole stockholder of Merger Sub adopt this Agreement and approve the Ancillary Agreements to which Parent or transactions contemplated hereby, including the Merger. (c) Parent, in its capacity as sole stockholder of Merger Sub, as has adopted this Agreement and approved the case may betransactions contemplated hereby, is a partyincluding the Merger, upon the terms and subject to the conditions set forth herein.

Authorization; Validity of Agreement; Necessary Action. (a) Each of Parent and Sub Merger Subsidiary has full corporate power and authority to execute and deliver this Agreement and each instrument required hereby to be executed and delivered by it prior to or at the Ancillary Agreements Effective Time, to which it is a party perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution, delivery and performance by each of Parent and Merger Subsidiary of this Agreement and each instrument required hereby to be executed and delivered by it prior to or at the Ancillary Agreements to which Effective Time and the performance of its obligations hereunder and thereunder and the consummation by it of the Transactions have been duly authorized by the Board of Directors of each of Parent and SubMerger Subsidiary, respectivelyand, is a party and except for the consummation adoption of this Agreement by Parent and Sub as the sole stockholder of the Merger and of the Subsidiary, no other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Parent and Sub, respectively, and no other corporate actions on the part of Parent and Sub are or Merger Subsidiary is necessary to authorize the execution execution, delivery and delivery of this Agreement or such Ancillary Agreements performance by Parent and the consummation by each of them of the transactions contemplated hereby and thereby. Each Merger Subsidiary of this Agreement and the Ancillary Agreements consummation by them of the Transactions. This Agreement and each instrument required hereby to which each of Parent be executed and Sub, respectively, is a party delivered prior to the Effective Time has been duly executed and delivered by each of Parent or Suband Merger Subsidiary, as the case may be, and, assuming each of this Agreement due and such Ancillary Agreements constitutes valid authorization, execution and delivery hereof by the Company, is a valid and binding obligation of the other parties hereto and thereto, constitutes a valid and binding obligation each of Parent or Suband Merger Subsidiary, as the case may be, enforceable against Parent or Sub, as the case may be, each of them in accordance with their respective its terms, except to the extent that (ia) such enforcement may be subject to applicable bankruptcy, insolvency or other similar lawsLaws, now or hereafter in effect, affecting creditors' ’ rights generally, and (iib) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Parent Common Stock to be issued pursuant to the Merger, when issued in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. (b) The Boards of Directors of Parent and Sub each have duly and validly approved and taken all corporate action required to be taken by such Board of Directors for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements to which Parent or Sub, as the case may be, is a party.

Authorization; Validity of Agreement; Necessary Action. (a) Each of Parent and Sub The Company has full all requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and party, to consummate the transactions contemplated hereby and therebythereby and to perform its obligations hereunder and thereunder, subject to the approval of this Agreement and the Merger by the Required Company Stockholder Vote. The execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements to which each of Parent and Sub, respectively, it is a party and the consummation by Parent and Sub of the Merger and of the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on behalf of the part of Parent and SubCompany, respectivelyexcept for the Required Company Stockholder Vote, and no other corporate actions action on the part of Parent and Sub are the Company is necessary to authorize the execution and delivery of this Agreement or such Ancillary Agreements and by the consummation by each of them of the transactions contemplated hereby and thereby. Each Company of this Agreement and the Ancillary Agreements to which each of Parent and Sub, respectively, it is a party has been duly executed and delivered by Parent or Subparty, as the case may be, assuming each of this Agreement and such Ancillary Agreements constitutes a valid and binding obligation of the other parties hereto and thereto, constitutes a valid and binding obligation of Parent or Sub, as the case may be, enforceable against Parent or Sub, as the case may be, in accordance with their respective terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Parent Common Stock to be issued pursuant to the Merger, when issued in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. (b) The Boards of Directors of Parent and Sub each have duly and validly approved and taken all corporate action required to be taken by such Board of Directors for the consummation of the transactions contemplated by this hereby and thereby and the performance of its obligations hereunder and thereunder. This Agreement and the Ancillary Agreements to which Parent or Subit is a party have been duly executed and delivered by the Company and, as assuming due and valid authorization, execution and delivery hereof by Parent, MergerCo and the case may beother parties thereto, is a partylegal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, except for the Bankruptcy and Equity Exception. (b) The Company Special Committee, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby, including the Merger, are fair to, and in the best interests of, the Company and the Company Committee Stockholders and (ii) recommended that the Company Board approve and adopt this Agreement and the Ancillary Agreements and approve the transactions contemplated hereby and thereby, including the Merger. The Company Board, at a meeting duly called and held, has unanimously (x) approved and adopted this Agreement and the Ancillary Agreements and approved the transactions contemplated hereby and thereby, including the Merger, (y) determined that this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby, including the Merger, are fair to, and in the best interests of, the Company and the stockholders of the Company, and (z) resolved to recommend that the stockholders of the Company vote to approve and adopt the Merger and this Agreement at the Company Stockholders Meeting. (c) No state takeover statute or similar statute or regulation, including the restrictions on business combinations contained in Section 78.411 through 78.444 of the NRS, applies or purports to apply to this Agreement or the Company Support Agreement, or the consummation of the transactions contemplated hereby (including the Merger) or thereby.

Authorization; Validity of Agreement; Necessary Action. (a) Each of Parent and Sub has full the requisite corporate power and authority to execute and deliver this Agreement and and, subject to obtaining the Ancillary Agreements to which it is a party and Parent Shareholder Approval as described in Section 5.17, to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by Parent and Sub of this Agreement, approval of this Agreement and the Ancillary Agreements to which each of Parent and Sub, respectively, is a party and the consummation by Parent and Sub of the Merger and of the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action of Parent and Sub (the written consent of the sole shareholder of which has not been modified or revoked), and no other action on the part of Parent and Sub, respectively, and no other corporate actions on the part of Parent and or Sub are is necessary to authorize the execution and delivery by Parent and Sub of this Agreement or such Ancillary Agreements and and, subject to obtaining the Parent Shareholder Approval as described in Section 5.17, the consummation by each of them of the transactions contemplated hereby (other than, with respect to the Merger, executing and thereby. Each delivering the Bermuda Merger Agreement and performing the obligations of Sub set forth thereunder), the filing of the Merger Application with the Registrar pursuant to the Companies Act and the approval of this Agreement and the Ancillary Agreements to transactions contemplated hereby (collectively the “Statutory Merger Formalities”) by Parent in its capacity as sole shareholder of Sub (which each approval shall be provided by the written consent of Parent and Sub, respectively, is a party immediately following execution of this Agreement). This Agreement has been duly executed and delivered by Parent or Sub, as the case may beand Sub and, assuming each of this Agreement due and such Ancillary Agreements constitutes valid authorization, execution and delivery hereof by the Company, is a valid and binding obligation of the other parties hereto and thereto, constitutes a valid and binding obligation each of Parent or and Sub, as the case may be, enforceable against Parent or Sub, as the case may be, each of them in accordance with their respective its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws, now or hereafter in effect, affecting creditors' ’ rights generally, and remedies generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Parent Common Stock to be issued pursuant to the Merger, when issued in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. (b) The Boards of Directors of Parent and Sub each have duly and validly approved and taken all corporate action required to be taken by such Board of Directors for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements to which Parent or Sub, as the case may be, is a party.

Authorization; Validity of Agreement; Necessary Action. (a) Each of Parent and Merger Sub has full corporate organizational power and authority to execute and deliver this Agreement, the Contribution Agreement and the Ancillary Agreements any other documents to which it Parent or Merger Sub is specified to be a party party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby Merger, the Manager Contribution and therebythe other Transactions to which Parent or Merger Sub is a party. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the Ancillary Agreements to which each of Parent and SubContribution Agreement, respectively, is a party and the consummation by Parent and Sub each of them of the Merger Merger, the Manager Contribution and of the other transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary corporate organizational action on the part of Parent and Merger Sub, respectively, and no other corporate actions action on the part of any of Parent and Merger Sub, pursuant to the Parent Governing Documents, the Merger Sub are Governing Documents, the DLLCA, the MGCL or otherwise, is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement, the Contribution Agreement or such Ancillary Agreements and the consummation by each of them of the transactions contemplated hereby and thereby. Each of this Agreement Merger, the Manager Contribution and the Ancillary Agreements other Transactions, subject, in the case of the Merger, to which each the filing of the Articles of Merger with, and acceptance for record of the Articles of Merger by the SDAT, the filing of the Certificate of Merger with, and acceptance for record of the Certificate of Merger by the Delaware Secretary and, in the case of the Share Issuance in connection with the Merger and the Manager Contribution, to the receipt of the Parent and Sub, respectively, is a party Shareholder Approval. This Agreement has been duly executed and delivered by Parent or Sub, as the case may beand Merger Sub and, assuming each of this Agreement due and such Ancillary Agreements constitutes valid authorization, execution and delivery hereof by Company, the Company Investors and Company Operating Partnership, is a valid and binding obligation of the other parties hereto and thereto, constitutes a valid and binding obligation each of Parent or Sub, as the case may be, and Merger Sub enforceable against Parent or Sub, as the case may be, each of them in accordance with their respective its terms, except that (i) such the enforcement hereof may be subject to applicable limited by (a) bankruptcy, insolvency insolvency, reorganization, moratorium or other similar lawsLaws, now or hereafter in effect, affecting relating to creditors' ’ rights generally, generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Parent Common Stock to be issued pursuant to the Merger, when issued in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. (b) The Boards general principles of Directors equity (regardless of Parent and Sub each have duly and validly approved and taken all corporate action required to be taken by such Board of Directors for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements to which Parent whether enforceability is considered in a proceeding in equity or Sub, as the case may be, is a partyat Law).

Authorization; Validity of Agreement; Necessary Action. (a) Each of Parent and Sub MergerCo has full all requisite corporate power power, authority and authority capacity to execute and deliver this Agreement and the Ancillary Agreements each Transaction Document to which it is Parent or MergerCo, as applicable, will be a party and to consummate the transactions contemplated hereby perform its obligations hereunder and therebythereunder. The execution, execution and delivery by Parent and performance MergerCo of this Agreement and the Ancillary Agreements each Transaction Document to which each of Parent or MergerCo, as applicable, will be a party, the performance by Parent and Sub, respectively, is a party MergerCo of its obligations hereunder and thereunder and the consummation by Parent and Sub of the Merger and of the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action of the board of directors of Parent, the board of directors of MergerCo, and by Parent, as the sole stockholder of MergerCo, and no other action on the part of Parent and Sub, respectively, and no other corporate actions on the part of Parent and Sub are or MergerCo is necessary to authorize the execution and delivery by Parent or MergerCo of this Agreement and each of the Transaction Documents to which Parent or such Ancillary Agreements MergerCo, as applicable, will be a party and the consummation by each of them of the Merger and the other transactions contemplated hereby and thereby. Each of this This Agreement has been, and the Ancillary Agreements each Transaction Document to which each of Parent and Subor MergerCo, respectivelyas applicable, is will be a party has been will be as of the Closing, duly executed and delivered by Parent or Suband MergerCo, as the case may beapplicable, and assuming each due authorization, execution, and delivery of this Agreement and such Ancillary Agreements constitutes a valid and binding obligation of the other Transaction Documents by the other parties hereto and thereto, constitutes this Agreement constitutes, and each Transaction Document to which Parent or MergerCo, as applicable, will be a party will constitute as of the Closing, a legal, valid and binding obligation of Parent or Suband MergerCo, as the case may beapplicable, enforceable against Parent or Sub, as the case may be, such party in accordance with their respective its terms, except that (i) as such enforcement enforceability may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) limited by the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Parent Common Stock to be issued pursuant to the Merger, when issued in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rightsGeneral Enforceability Exceptions. (b) The Boards of Directors of Parent and Sub each have duly and validly approved and taken all corporate action required to be taken by such Board of Directors for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements to which Parent or Sub, as the case may be, is a party.

Authorization; Validity of Agreement; Necessary Action. (a) Each of Parent and Sub Purchaser has full the requisite corporate power and authority to execute and deliver enter into this Agreement and the Purchaser Ancillary Agreements to which it is or will be a party party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance of this Agreement Agreement, and the Purchaser Ancillary Agreements to which each of Parent and Subit is or will be a party, respectively, is a party by Purchaser and the consummation by Parent and Sub Purchaser of the Merger and of the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Parent and Sub, respectively, and no other corporate actions on Purchaser. The Board of Directors of Purchaser (the part of Parent and Sub are necessary to authorize the execution and delivery of “Purchaser Board”) has approved this Agreement. This Agreement or such Ancillary Agreements and the consummation by each of them of the transactions contemplated hereby and thereby. Each of this Agreement and the Ancillary Agreements to which each of Parent and Sub, respectively, is a party has been duly executed and delivered by Parent Purchaser. The Purchaser Ancillary Agreements executed as of the date hereof have been, and on the Closing Date the other Purchaser Ancillary Agreements will have been, duly executed and delivered by Purchaser and no other corporate action on the part of Purchaser is or Sub, as the case may bewill be necessary in connection therewith. This Agreement, assuming due and valid authorization, execution and delivery thereof by Seller, constitutes, and when executed and delivered by Purchaser, each of this other Purchaser Ancillary Agreement will constitute (assuming due and such Ancillary Agreements constitutes a valid authorization, execution and delivery thereof by the other parties thereto), the legal, valid and binding obligation of the other parties hereto and thereto, constitutes a valid and binding obligation of Parent or Sub, as the case may bePurchaser, enforceable against Parent or Sub, as the case may be, it in accordance with their respective its terms, except to the extent that (i) such enforcement enforceability may be subject to limited by applicable bankruptcy, insolvency insolvency, moratorium or other similar laws, now laws affecting the enforcement of creditors’ rights generally and by the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding at law or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Parent Common Stock to be issued pursuant to the Merger, when issued in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rightsequity). (b) The Boards of Directors of Parent and Sub each have duly and validly approved and taken all corporate action required to be taken by such Board of Directors for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements to which Parent or Sub, as the case may be, is a party.

Authorization; Validity of Agreement; Necessary Action. (a) Each of Parent Parent, Holdco, Zenith Acquisition and Sub Millennium Acquisition has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements other agreements executed in connection herewith to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements to which each of Parent and Sub, respectively, is a party other agreements executed in connection herewith and the consummation by Parent and Sub of the Zenith Merger and of the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Parent and SubParent, respectivelyHoldco, and Zenith Acquisition or Millennium Acquisition and, subject to obtaining the approval of Parent's shareholders as contemplated by Section 2.1 hereof, no other corporate actions proceedings on the part of Parent and Sub Parent, Holdco, Zenith Acquisition or Millennium Acquisition are necessary to authorize the execution and delivery of this Agreement or such Ancillary Agreements and the consummation by each of them of any other agreements executed in connection herewith or to consummate the transactions contemplated hereby and therebyso contemplated. Each of this Agreement and the Ancillary Agreements other agreements executed in connection herewith to which each of Parent and SubParent, respectivelyHoldco, Zenith Acquisition or Millennium Acquisition is a party has been duly executed and delivered by Parent Parent, Holdco, Zenith Acquisition or Sub, as the case may beMillennium Acquisition and, assuming each of this Agreement and such Ancillary Agreements constitutes other agreements constitute a valid and binding obligation of the other parties hereto and thereto, constitutes a valid and binding obligation of Parent each of Parent, Holdco, Zenith Acquisition or Sub, as the case may be, Millennium Acquisition enforceable against Parent or Sub, as the case may be, them in accordance with their its respective terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Parent Holdco Common Stock to be issued pursuant to the Merger, when issued in accordance with the terms hereof, Merger will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. (b) The Boards of Directors of Parent and Sub each have duly and validly approved and taken all corporate action required to be taken by such Board of Directors for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements to which Parent or Sub, as the case may be, is a party.

Authorization; Validity of Agreement; Necessary Action. (a) Each of Parent and Merger Sub has full corporate the requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and therebyTransactions. The execution, delivery and performance by Parent and Merger Sub of this Agreement, approval and adoption of this Agreement and the Ancillary Agreements to which each of Parent and Sub, respectively, is a party and the consummation by Parent and Sub of the Merger and of the other transactions contemplated hereby and thereby Transactions 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 Sub, respectively, and no other corporate actions on the part of Parent and or Merger Sub are is necessary to authorize the execution and delivery of this Agreement or such Ancillary Agreements by Parent and the consummation by each of them of the transactions contemplated hereby and thereby. Each Merger Sub of this Agreement and the Ancillary Agreements to which each consummation by them of Parent and Sub, respectively, is a party the Transactions. This Agreement has been duly executed and delivered by Parent or Sub, as the case may beand Merger Sub and, assuming each of this Agreement due and such Ancillary Agreements constitutes valid authorization, execution and delivery hereof by the Company, is a valid and binding obligation of the other parties hereto and thereto, constitutes a valid and binding obligation each of Parent or and Merger Sub, as the case may be, enforceable against Parent or Sub, as the case may be, each of them in accordance with their respective its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' ’ rights generally, generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Parent Common Stock to be issued pursuant to the Merger, when issued in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. (b) The Boards board of Directors directors of Parent and Sub each have duly has properly and validly authorized and approved and taken all corporate action required to be taken by such Board of Directors for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements to which Parent or Transactions in accordance with applicable Law. (c) The board of directors of Merger Sub, at a meeting duly called and held (or acting by written consent) duly and unanimously adopted resolutions (i) approving this Agreement and the Transactions, (ii) determining that the terms of the Transactions are fair to and in the best interests of Merger Sub, its stockholder and Parent as the case may beparent of Merger Sub, is a partyand (iii) recommending that the sole stockholder of Merger Sub, approve and adopt this Agreement and the Merger. (d) The stockholder of Merger Sub has unanimously adopted and approved this Agreement and the Transactions upon the terms and subject to the conditions set forth herein.

Authorization; Validity of Agreement; Necessary Action. (a) Each of Parent and Sub has full the requisite corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements other Transaction Documents to which it each is a party party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby (including the Merger) and thereby. The execution, delivery and performance by each of Parent and Sub of this Agreement and each of the Ancillary Agreements other Transaction Documents to which each of Parent and Sub, respectively, is a party party, and the consummation by Parent and Sub of the Merger and of the other transactions contemplated hereby (including the Merger) and thereby thereby, have been duly and validly authorized by all necessary corporate action on the part of Parent and Sub, respectively, Sub and no other corporate actions action on the part of Parent or Sub is necessary to adopt this Agreement and each of the other Transaction Documents to which Parent or Sub are necessary is a party or to authorize the execution and delivery by each of Parent and Sub of this Agreement and each of the other Transaction Documents to which Parent or such Ancillary Agreements Sub is a party and the consummation by each of them Parent and Sub of the transactions contemplated hereby (including the Merger) and thereby. Each This Agreement has been, and as of this Agreement and the Ancillary Agreements Closing Date each of the other Transaction Documents to which each of Parent and Sub, respectively, or Sub is a party has been will have been, duly executed and delivered by Parent or and Sub, as applicable, and, assuming due and valid authorization, execution and delivery hereof and, to the case may extent applicable, thereof by the Company, this Agreement is, and each of such other Transaction Documents shall be, assuming each of this Agreement and such Ancillary Agreements constitutes a valid and binding obligation of the other parties hereto and thereto, constitutes a legally valid and binding obligation of Parent or Sub, as the case may be, enforceable against Parent or Sub, as the case may be, them in accordance with their respective its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar lawsLaws, now or hereafter in effect, affecting creditors' ’ rights generally, and remedies generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Parent Common Stock to be issued pursuant to the Merger, when issued in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. (b) The Boards of Directors of Parent and Sub each have duly and validly approved and taken all corporate action required to be taken by such Board of Directors for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements to which Parent or Sub, as the case may be, is a party.

Authorization; Validity of Agreement; Necessary Action. (a) Each of Parent and Sub has full the requisite corporate power and authority to execute and deliver this Agreement and the Parent Ancillary Agreements Agreements, to which it is a party perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance of this Agreement and the Parent Ancillary Agreements to which each of by Parent and Sub, respectively, is a party Sub and the consummation by Parent and Sub of the Merger and of the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Parent and Sub, respectively, . The Board of Directors of Sub (the “Sub Board”) has adopted a resolution approving and no other corporate actions on the part adopting this Agreement. The Board of Directors of Parent (the “Parent Board”) has adopted a resolution approving and Sub are necessary to authorize the execution and delivery of adopting this Agreement or such Ancillary Agreements and Parent, as the consummation by each sole stockholder of them of the transactions contemplated hereby Sub, has approved and thereby. Each of adopted this Agreement and the Ancillary Agreements to which each of Parent and Sub, respectively, is a party Merger. This Agreement has been duly executed and delivered by Parent and Sub. The Parent Ancillary Agreements executed as of the date of this Agreement have been, and on the Closing Date the other Parent Ancillary Agreements will have been, duly executed and delivered by Parent and/or Sub, as applicable, and no other corporate action on the part of Parent or Sub is or will be necessary in connection therewith. This Agreement, assuming due and valid authorization, execution and delivery thereof by the Company, constitutes, and when executed and delivered by Parent and/or Sub, as the case may be, each other Parent Ancillary Agreement will constitute (assuming each of this Agreement due and such Ancillary Agreements constitutes a valid authorization, execution and delivery thereof by the other parties thereto), the legal, valid and binding obligation of the other parties hereto and thereto, constitutes a valid and binding obligation each of Parent or and/or Sub, as the case may be, enforceable against Parent or Sub, as the case may be, each of them in accordance with their respective its terms, except to the extent that (i) such enforcement enforceability may be subject to limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, laws affecting the enforcement of creditors' ’ rights generally, generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion general principles of the court before which any proceeding therefor may be broughtequity. The shares only stockholder approval required by the Sub is the approval of Parent Common Stock to be issued pursuant to the Merger, when issued in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. (b) The Boards of Directors of Parent and Sub each have duly and validly approved and taken all corporate action required to be taken by such Board of Directors for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements to which Merger by Parent or as sole stockholder of the Sub, as the case may be, is a party.

Authorization; Validity of Agreement; Necessary Action. (a) Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement and the each Ancillary Agreements Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the each Ancillary Agreements Agreement to which each of Parent and Sub, respectively, it is a party and the consummation by Parent and Sub of the Merger and of the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary the boards of directors of each of Parent and Merger Sub; as the sole shareholder of Merger Sub, Parent has approved the Merger and this Agreement; and no other corporate action authority or approval on the part of Parent and Sub, respectively, and no other corporate actions on the part of Parent and or Merger Sub are is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement or such Ancillary Agreements and the consummation by each of them of the transactions contemplated hereby and thereby. Each of this Agreement and the Ancillary Agreements to which they are a party executed contemporaneously herewith has been, and each of Parent the Ancillary Agreements to be executed after the date hereof will be, duly and Sub, respectively, is a party has been duly validly executed and delivered by Parent and Merger Sub and, assuming due and valid authorization, execution and delivery hereof and thereof by the Company and the other parties to each Ancillary Agreement, is, or Sub, as in the case may of any Ancillary Agreements to be executed after the date hereof, will be, assuming each of this Agreement and such Ancillary Agreements constitutes a valid and binding obligation of the other parties hereto and thereto, constitutes a valid and binding obligation each of Parent or Sub, as the case may be, and Merger Sub enforceable against Parent or Sub, as the case may be, each of them in accordance with their respective its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Parent Common Stock to be issued pursuant to the Merger, when issued in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. (b) The Boards of Directors of Parent and Sub each have duly and validly approved and taken all corporate action required to be taken by such Board of Directors for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements to which Parent or Sub, as the case may be, is a party.

Authorization; Validity of Agreement; Necessary Action. (a) Each of Parent and Sub Purchasing Party has full all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements Agreements, to which it is a party perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution, execution and delivery and performance of this Agreement and the Ancillary Agreements to which by each of Parent and Sub, respectively, is a party Purchasing Party and the consummation by Parent and Sub the Purchasing Parties of the Merger and of the other transactions contemplated hereby and thereby have Transactions has been duly and validly authorized by all necessary corporate action on of the part of Parent and Sub, respectivelyPurchasing Parties, and no other corporate actions proceeding on the part of Parent and Sub are the Purchasing Parties is necessary to authorize the execution and delivery of this Agreement or such the Ancillary Agreements or to consummate the Transactions. No vote of, or consent by, the holders of any class or series of stock or Voting Debt issued by either Purchasing Party is necessary to authorize the execution and delivery by either Purchasing Party of this Agreement or the consummation by each either of them of the transactions contemplated hereby Transactions. This Agreement has been (and, when executed and thereby. Each of this Agreement and delivered, the Ancillary Agreements to which each of Parent and Sub, respectively, is a party has been will have been) duly executed and delivered by Parent or Sub, as the case may bePurchasing Parties and, assuming due and valid authorization, execution and delivery hereof and thereof by the Seller, this Agreement is (and, when executed and delivered, each of this Agreement and such the Ancillary Agreements constitutes will be) a valid and binding obligation of the other parties hereto and thereto, constitutes a valid and binding obligation of Parent or Sub, as the case may bePurchasing Parties, enforceable against Parent or Sub, as the case may be, Purchasing Parties in accordance with their respective terms, its terms except that (ia) such enforcement may be subject to as limited by applicable bankruptcy, insolvency or insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws, now or hereafter in effect, laws of general application affecting enforcement of creditors' rights generally, generally and (iib) the availability of the remedy of specific performance and or injunctive and 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 therefor may be brought. The shares of Parent Common Stock to be issued pursuant to the Merger, when issued in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. (b) The Boards of Directors of Parent and Sub each have duly and validly approved and taken all corporate action required to be taken by such Board of Directors for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements to which Parent or Sub, as the case may be, is a party.

Authorization; Validity of Agreement; Necessary Action. (a) Each of Parent Purchaser, Apollo Sylvan, Apollo Xxxxxx XX and Sub Holdings has full corporate or limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and therebyTransactions. The execution, delivery and performance by Purchaser, Apollo Sylvan, Apollo Xxxxxx XX and Holdings of this Agreement and the Ancillary Agreements to which each of Parent and Sub, respectively, is a party and the consummation by Parent and Sub of the Merger and of the other transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary each of the Managing Members of Purchaser, Apollo Sylvan and Apollo Xxxxxx XX and the Board of Directors of Holdings and no other corporate or limited liability company action on the part of Parent and SubPurchaser, respectivelyApollo Sylvan, and no other corporate actions on the part of Parent and Sub are Apollo Xxxxxx XX or Holdings is necessary to authorize the execution and delivery by Purchaser, Apollo Sylvan, Apollo Xxxxxx XX or Holdings of this Agreement or such Ancillary Agreements the consummation of the Transactions. No vote of, or consent by, the holders of any class or series of stock or Voting Debt issued by Purchaser, Apollo Sylvan, Apollo Xxxxxx XX or Holdings is necessary to authorize the execution and delivery by Purchaser, Apollo Sylvan, Apollo Xxxxxx XX or Holdings of this Agreement or the consummation by each of them of the transactions contemplated hereby and therebyTransactions. Each of this This Agreement and the Ancillary Agreements to which each of Parent and Sub, respectively, is a party has been duly executed and delivered by Parent or SubPurchaser, as the case may beApollo Sylvan, Apollo Xxxxxx XX and Holdings, and, assuming each of this Agreement due and such Ancillary Agreements constitutes valid authorization, execution and delivery hereof by the Sellers, is a valid and binding obligation of the other parties hereto Purchaser, Apollo Sylvan, Apollo Xxxxxx XX and thereto, constitutes a valid and binding obligation of Parent or Sub, as the case may beHoldings, enforceable against Parent or SubPurchaser, as the case may beApollo Sylvan, Apollo Xxxxxx XX and Holdings in accordance with their respective terms, its terms except that (i) such enforcement may be subject to as limited by applicable bankruptcy, insolvency or insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws, now or hereafter in effect, laws of general application affecting enforcement of creditors' ’ rights generally, generally and (ii) the availability of the remedy of specific performance and or injunctive and 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 therefor may be brought. The shares of Parent Common Stock to be issued pursuant to the Merger, when issued in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. (b) The Boards of Directors of Parent and Sub each have duly and validly approved and taken all corporate action required to be taken by such Board of Directors for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements to which Parent or Sub, as the case may be, is a party.