Common use of Authorization; Validity of Agreement Clause in Contracts

Authorization; Validity of Agreement. Seller and each Seller Subsidiary, as appropriate, has the power and authority to execute and deliver this Agreement and all the agreements and documents contemplated hereby, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller and each Seller Subsidiary, as appropriate, of this Agreement, and all the agreements and documents contemplated hereby and thereby, and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action, and no other corporate action on the part of Seller or such Seller Subsidiary is necessary to authorize the execution and delivery by Seller and such Seller Subsidiary as, appropriate, of this Agreement and all the agreements and documents contemplated hereby and thereby and the consummation by it of the transactions contemplated hereby and thereby. This Agreement and each of the agreements and documents contemplated hereby has been duly executed and delivered by Seller and the Seller Subsidiaries, as appropriate, and (assuming due and valid authorization, execution and delivery hereof by Purchaser) is a valid and binding obligation of Seller and the Seller Subsidiaries, as appropriate, enforceable against Seller and the Seller Subsidiaries, as appropriate, in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium 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.

Authorization; Validity of Agreement. Seller and each Seller Subsidiary, as appropriate, Optionee has the full corporate power and authority to execute and deliver this Agreement and all the agreements and documents contemplated hereby, to carry out its obligations hereunder and thereunder, Contingent Payment Agreement and to consummate the transactions contemplated hereby and therebyTransactions. The execution, delivery and performance by Seller and each Seller Subsidiary, as appropriate, Optionee of this Agreement, Agreement and all the agreements and documents contemplated hereby and thereby, Contingent Payment Agreement and the consummation by it of the transactions contemplated hereby and thereby, Transactions have been duly authorized by all necessary corporate actionthe board of directors of Optionee, and no other corporate action on the part of Seller or such Seller Subsidiary Optionee is necessary to authorize the execution and delivery by Seller and such Seller Subsidiary as, appropriate, Optionee of this Agreement or the Contingent Payment Agreement or 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 Optionee is necessary to authorize the execution and all delivery by Optionee of this Agreement or the agreements and documents contemplated hereby and thereby and Contingent Payment Agreement or the consummation by it of the transactions contemplated hereby and therebyTransactions. This Each of this Agreement and each of the agreements and documents contemplated hereby Contingent Payment Agreement has been duly executed and delivered by Seller and the Seller SubsidiariesOptionee, as appropriateand, and (assuming due and valid authorization, execution and delivery hereof and thereof by Purchaser) each other party thereto, is a valid and binding obligation of Seller and the Seller Subsidiaries, as appropriateOptionee, enforceable against Seller and the Seller Subsidiaries, as appropriate, Optionee in accordance with its terms, terms except that (i) such enforcement may be subject to as limited by applicable bankruptcy, insolvency, reorganization, moratorium or moratorium, fraudulent conveyance and other similar laws now or hereafter in effect of general application affecting enforcement of creditors' ’ rights 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.

Authorization; Validity of Agreement. Seller Each of Purchaser and each Seller Subsidiary, as appropriate, Sub has the requisite power and authority to execute and deliver this Agreement and all each of the agreements and documents contemplated herebyRelated Documents to which it is, or is specified to carry out its obligations hereunder and thereunderbe, a party and to consummate the transactions contemplated hereby and therebyTransactions. The execution, delivery and performance by Seller Purchaser and Sub of this Agreement and each Seller Subsidiary, as appropriate, of this Agreement, and all the agreements and documents contemplated hereby and thereby, such Related Document and the consummation by it of the transactions contemplated hereby and thereby, Transactions have been or, in the case of such Related Documents, will be prior to the Closing, duly authorized by all necessary corporate actionthe Board of Directors of Purchaser and the Board of Directors of Sub, and no other corporate action on the part of Seller Purchaser or such Seller Subsidiary Sub 21 is necessary to authorize the execution and delivery by Seller Purchaser and such Seller Subsidiary as, appropriate, Sub of this Agreement and all such Related Documents or the agreements consummation of the Transactions. No vote of, or consent by, the holders of any class or series of stock or other equity issued by Purchaser or Sub is necessary to authorize the execution and documents contemplated hereby delivery by Purchaser or Sub of this Agreement and thereby and such Related Documents or the consummation by it of the transactions contemplated hereby and therebyTransactions. This Agreement has been, and each of such Related Documents will be on or prior to the agreements and documents contemplated hereby has been Closing, duly executed and delivered by Seller Purchaser and the Seller SubsidiariesSub, as appropriateand, and (assuming due and valid authorization, execution and delivery hereof and thereof by Purchaser) is the other parties hereto and thereto, is, or in the case of such Related Documents, will be, a valid and binding obligation of Seller Purchaser and the Seller Subsidiaries, as appropriateSub, enforceable against Seller Purchaser and the Seller Subsidiaries, as appropriate, Sub in accordance with its terms, respective terms except that (ia) such enforcement may be subject to as limited by applicable bankruptcy, insolvency, reorganization, moratorium or moratorium, fraudulent conveyance and other similar laws now or hereafter in effect of general application affecting enforcement of creditors' rights 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.

Authorization; Validity of Agreement. Seller and each Seller Subsidiary, as appropriate, (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and all the agreements and documents and, subject to any approval of its stockholders that may be required pursuant to applicable law as contemplated herebyby Section 6.6 hereof, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and therebyhereby. The execution, execution and delivery and performance by Seller and each Seller Subsidiary, as appropriate, the Company of this Agreement, Agreement and all the agreements and documents consummation of the transactions contemplated hereby have been duly approved and therebyauthorized by the Board of Directors of the Company (the "Board") and, other than adoption of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock if required pursuant to applicable law, no other corporate proceedings on the part of the Company are necessary to approve and authorize the execution and delivery of this Agreement and approval of by the Company and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action, and no other corporate action on the part of Seller or such Seller Subsidiary is necessary to authorize the execution and delivery by Seller and such Seller Subsidiary as, appropriate, of this Agreement and all the agreements and documents contemplated hereby and thereby and the consummation by it of the transactions contemplated hereby and therebyhereby. This Agreement and each of the agreements and documents contemplated hereby has been duly executed and delivered by Seller and the Seller SubsidiariesCompany and, as appropriate, and (assuming due and valid authorization, execution and delivery hereof of this Agreement by Purchaser) Parent and Acquisition Subsidiary, is a valid and binding obligation of Seller and the Seller Subsidiaries, as appropriate, Company enforceable against Seller and the Seller Subsidiaries, as appropriate, Company in accordance with its terms, except that (i) such enforcement may be subject to applicable or limited by (i) bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws laws, now or hereafter in effect effect, affecting creditors' rights generally generally, and (ii) the remedy effect of specific performance and injunctive and other forms general principles of equitable relief may be subject to equitable defenses and equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (b) The Board has adopted such resolutions as are necessary so that the provisions of Section 203 of the DGCL are inapplicable to the discretion transactions contemplated by this Agreement. The Company does not know of any "fair price," "moratorium," "control share acquisition," "interested shareholder" or other similar anti-takeover statute or regulation that is, or at the court before which Effective Time will be, applicable to the Company, the Offer, the Merger or any proceeding therefor may be broughtother transaction contemplated by this Agreement.

Authorization; Validity of Agreement. Seller and each Seller Subsidiary, as appropriate, has the power and authority to execute and deliver this Agreement and all of the agreements and documents contemplated hereby, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller and each Seller Subsidiary, as appropriate, of this Agreement, Agreement and all of the agreements and documents contemplated hereby and therebyhereby, and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by Seller by all necessary corporate action, action and no other corporate action on the part of Seller or such Seller Subsidiary is necessary to authorize the execution and delivery by Seller and such Seller Subsidiary as, appropriate, of this Agreement and all the agreements and documents contemplated hereby and thereby and the consummation by it of the transactions contemplated hereby and thereby. This Agreement and each of the agreements and documents contemplated hereby has been duly executed and delivered by Seller and the Seller Subsidiaries, as appropriateSeller, and (assuming due and valid authorization, execution and delivery hereof and thereof by PurchaserPurchaser and each other party thereto other than Seller) is a valid and binding obligation of Seller and the Seller Subsidiaries, as appropriateSeller, enforceable against Seller and the Seller Subsidiaries, as appropriate, in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium 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.

Authorization; Validity of Agreement. (a) Each Seller and each Seller Subsidiary, as appropriate, has the full power and authority to execute and deliver this Agreement and all each of the agreements and documents contemplated hereby, Ancillary Agreements to carry out its obligations hereunder and thereunder, which such Seller is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller and each Seller Subsidiary, as appropriate, of this Agreement, Agreement and all the agreements and documents contemplated hereby and therebyAncillary Agreements, and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate actionby, and no other corporate action proceedings on the part of each Seller or such Seller Subsidiary is are necessary to authorize the execution and delivery by by, each Seller and such Seller Subsidiary as, appropriate, of this Agreement and all or the agreements and documents contemplated hereby and thereby Ancillary Agreements and the consummation by it of the transactions contemplated hereby and thereby. This Agreement and each of the agreements and documents contemplated hereby has been (and the Ancillary Agreements to which each Seller are a party will be) duly executed and delivered by by, each Seller and the Seller Subsidiariesand, as appropriate, and (assuming due and valid authorization, execution and delivery hereof thereof by PurchaserBuyer, this Agreement constitutes (and the Ancillary Agreements, when executed and delivered will constitute) is a the legal, valid and binding obligation obligations of each Seller and the Seller Subsidiaries, as appropriate, enforceable against Seller and the Seller Subsidiaries, as appropriate, each of them in accordance with its their respective terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws, now or hereafter in effect 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. (b) With respect to each Seller that is a trust, the trustees or other fiduciaries thereof who have signed this Agreement and any agreement or certificates in connection herewith on behalf of such trust are the duly appointed trustees, fiduciaries or other representatives of such trust and they have not been removed or replaced from such positions as of the date hereof. The trustees or other fiduciaries of such trust have all the power and authority necessary to own and dispose of the Shares held by such trust. No beneficiary or other remainderman of such trust has heretofore in any way assigned, transferred or encumbered, or permitted the assignment, transfer or other Encumbrance of the Shares (or any interest therein) held by such trust. The execution and delivery of this Agreement and any agreement or certificates in connection herewith by such trustees or fiduciaries and the performance by such trustees or fiduciaries of their obligations hereunder have been duly and validly authorized and approved by all actions required under applicable law relating to such trust and under the terms of the relevant trust instruments. Such trustees and other fiduciaries have full power and authority under the terms of the applicable trust instruments and under any document relating to or applicable to such trust to execute and deliver this Agreement and any agreement or certificates in connection herewith on behalf of such trust and to legally bind such trust to perform its obligations hereunder and thereunder. Neither the execution of this Agreement or any other agreement or certificates in connection herewith by such trust, consummation of the transactions contemplated hereby or thereby nor compliance by such trust with or fulfillment of the terms and conditions hereof or thereof will violate or conflict with any provision of the applicable trust instruments and any other document relating to such trust. (c) The Wireless Restructuring and all other transactions contemplated thereunder have been approved be all necessary corporate action of the Sellers and the Acquired Companies.

Authorization; Validity of Agreement. Seller Each of the Buyer and each Seller Subsidiary, as appropriate, Direct Insite has the requisite corporate power and authority to execute execute, deliver and deliver perform this Agreement and all each other agreement executed or to be executed by each of the agreements Buyer or Direct Insite pursuant to the terms of this Agreement (collectively, the "Buyer Acquisition Agreements") and documents contemplated hereby, to carry out assume and perform its or their obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller each of the Buyer and each Seller Subsidiary, as appropriate, Direct Insite of this Agreement, Agreement and all the agreements and documents contemplated hereby and thereby, other Buyer Acquisition Agreements to which the Buyer or Direct Insite is a party and the consummation by it of the transactions contemplated hereby and thereby, thereby have been duly and validly authorized by all necessary corporate actionthe Board of Directors of the Buyer and Direct Insite and, where necessary, the shareholders of the Buyer and Direct Insite, and no other corporate action proceedings on the part of Seller or such Seller Subsidiary is the Buyer and Direct Insite are necessary to authorize the execution execution, delivery and delivery by Seller and such Seller Subsidiary as, appropriate, performance of this Agreement and all the agreements other Buyer Acquisition Agreements by the Buyer and documents contemplated hereby and thereby Direct Insite, as the case may be, and the consummation by it of the transactions contemplated hereby and thereby. This Each of this Agreement and each of the agreements and documents contemplated hereby Buyer Acquisition Agreement has been duly executed and delivered by Seller the Buyer and the Seller SubsidiariesDirect Insite, as appropriatethe case may be, and (assuming due and valid authorization, execution and delivery hereof by Purchaser) is a valid and binding obligation of Seller the Buyer and the Seller Subsidiaries, as appropriateDirect Insite, enforceable against Seller and the Seller Subsidiaries, as appropriate, each of them in accordance with its their respective terms, except that (i) such enforcement may be subject to limited by (i) applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting creditors' rights generally and generally, (ii) equitable rules or principles affecting the remedy enforcement of obligations generally, whether at law or in equity, or (iii) the exercise of the discretionary powers of any court before which may be brought any proceeding seeking equitable remedies, including without limitation 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 broughtrelief.

Authorization; Validity of Agreement. Seller and each Seller Subsidiary, as appropriate, has the full corporate power and authority to execute and deliver this Agreement and all each of the agreements and documents contemplated hereby, Ancillary Agreements to carry out its obligations hereunder and thereunder, which it is a party and to consummate the transactions contemplated hereby and therebyContemplated Transactions. The execution, delivery and performance by Seller and each Seller Subsidiary, as appropriate, of this Agreement, Agreement and all the agreements and documents contemplated hereby and therebyAncillary Agreements to which Seller is a party, and the consummation by it of the transactions contemplated hereby and therebyContemplated Transactions, have been duly and validly authorized by all necessary corporate actionthe Seller Board. Except for the Seller Stockholder Approval, and no other corporate action proceedings on the part of Seller or such Seller Subsidiary is are necessary to authorize the execution and execution, delivery or performance by Seller and such Seller Subsidiary as, appropriate, of this Agreement and all or any Ancillary Agreement or to consummate the agreements and documents contemplated hereby and thereby and the consummation by it of the transactions contemplated hereby and therebyContemplated Transactions. This Agreement and each of the agreements and documents contemplated hereby has been (and the Ancillary Agreements will be) duly executed and delivered by Seller and the Seller Subsidiariesand, as appropriate, and (assuming due and valid authorization, execution and delivery hereof thereof by PurchaserBuyer, this Agreement constitutes (and the Ancillary Agreements, when executed and delivered will constitute) is a the legal, valid and binding obligation obligations of Seller and the Seller Subsidiaries, as appropriate, enforceable against Seller and the Seller Subsidiaries, as appropriate, in accordance with its their respective terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Applicable Laws relating to or other similar laws now or hereafter in effect affecting creditors' ’ rights generally and to general principles of equity (regardless of whether enforcement is sought at law or in equity). The Seller Board, at a meeting duly called and held, has (i) determined that this Agreement and the Contemplated Transactions are fair to and in the best interests of Seller’s stockholders and (ii) approved and adopted this Agreement and the remedy of specific performance Contemplated Transactions and injunctive unanimously resolved to recommend that Seller’s stockholders approve and other forms of equitable relief may be subject to equitable defenses adopt this Agreement and to the discretion of Contemplated Transactions at the court before which any proceeding therefor may be broughtSeller Stockholder Meeting.

Authorization; Validity of Agreement. Seller and each Seller Subsidiary, as appropriate, (a) Santa Fe has the requisite corporate power and authority to execute and deliver this Agreement and all the agreements and documents contemplated hereby, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby Transactions, subject to the approval and thereby. adoption of this Agreement by the affirmative vote of the requisite holders of more than fifty percent (50%) the outstanding shares of Santa Fe Common Stock (the “Santa Fe Required Vote”). (b) The execution, delivery delivery, and performance by Seller and each Seller Subsidiary, as appropriate, of this Agreement, and all the agreements and documents contemplated hereby and thereby, Santa Fe hereof and the consummation by it Santa Fe of the transactions contemplated hereby and thereby, Transactions have been duly authorized by all necessary corporate actionthe Board of Directors of Santa Fe (the “Santa Fe Board”). Santa Fe Board has directed that this Agreement and the Transactions be submitted to Santa Fe’s stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by Santa Fe Required Vote and the filing of the Certificate of Merger pursuant to the DGCL, no other corporate action proceedings on the part of Seller or such Seller Subsidiary is Santa Fe are necessary to authorize the execution execution, delivery, and delivery performance hereof by Seller and such Seller Subsidiary as, appropriate, of this Agreement and all the agreements and documents contemplated hereby and thereby Santa Fe and the consummation by it of the transactions contemplated hereby and thereby. Transactions. (c) This Agreement and each of the agreements and documents contemplated hereby has been duly executed and delivered by Seller and Santa Fe and, assuming the Seller Subsidiaries, as appropriate, and (assuming due and valid authorization, execution execution, and delivery hereof by Purchaser) Tyhee and Merger Sub, is a valid and binding obligation of Seller and the Seller Subsidiaries, as appropriateSanta Fe, enforceable against Seller and the Seller Subsidiaries, as appropriate, Santa Fe in accordance with its terms, except that (i) as such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance, or other similar laws Laws, now or hereafter in effect effect, relating to or affecting creditors' ’ rights and remedies generally and (ii) the remedy effect of specific performance general principles of equity. (d) Assuming the accuracy of Section 5.13, Santa Fe Board has taken all requisite action that is necessary so that the restrictions on “business combinations” between Santa Fe and injunctive and other forms an “interested stockholder” as provided in Section 203 of equitable relief may be subject to equitable defenses and the DGCL are inapplicable to the discretion Merger and any of the court before which other Transactions, including the Consent Agreements and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or any proceeding therefor may be broughtof the other Transactions.

Authorization; Validity of Agreement. Seller and each Seller Subsidiary, as appropriate, Xxxxx has the requisite corporate power and authority to execute and deliver deliver, and perform its obligations under, this Agreement and all the agreements and documents other Transaction Documents to which Xxxxx is contemplated hereby, hereunder to carry out its obligations hereunder and thereunder, be a party or will otherwise be a party and to consummate the transactions contemplated hereby Transactions hereunder and therebythereunder. The execution, delivery and performance by Seller and each Seller Subsidiary, as appropriate, Buyer of this Agreement, Agreement and all the agreements and documents other Transaction Documents to which Xxxxx is contemplated hereby and therebyhereunder to be a party or will otherwise be a party, and the consummation by it Buyer of the transactions contemplated hereby Transactions hereunder and therebythereunder, have been duly authorized by all necessary corporate action, and no or other corporate action proceedings on the part of Seller or such Seller Subsidiary is Buyer necessary to authorize the execution Buyer’s execution, delivery and delivery by Seller and such Seller Subsidiary as, appropriate, performance of this Agreement and all the agreements and documents or any other Transaction Document to which Xxxxx is contemplated hereby and thereby and hereunder to be a party or will otherwise be a party or the consummation by it Xxxxx of the transactions contemplated hereby and therebyTransactions hereunder or thereunder. This Agreement and each of the agreements and documents other Transaction Document to which Xxxxx is contemplated hereby hereunder to be a party or will otherwise be a party has been (or, in the case of any Transaction Document to be executed and delivered by Buyer in connection with the Closing, will be) duly executed and delivered by Seller and Xxxxx. Assuming the Seller Subsidiaries, as appropriate, and (assuming due and valid authorization, execution and delivery hereof by Purchasereach other party hereto and thereto of this Agreement and any other Transaction Document to which Xxxxx is contemplated hereunder to be a party or will otherwise be a party, this Agreement and each such other Transaction Documents to which Xxxxx is contemplated to be a party hereunder or will otherwise be a party constitutes (or, in the case of any Transaction Document to be executed and delivered by Seller as in connection with the Closing, will constitute) is a legal, valid and binding obligation obligations of Seller and the Seller Subsidiaries, as appropriateBuyer, enforceable against Seller and the Seller Subsidiaries, as appropriate, Buyer in accordance with its terms, except that (ia) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws, now or hereafter in effect effect, affecting creditors' ’ rights generally 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 Proceeding therefor may be brought.

Authorization; Validity of Agreement. Seller Each of Parent and each Seller Subsidiary, as appropriate, Buyer has the requisite corporate power and authority to execute and deliver this Agreement and all the agreements and documents contemplated hereby, Transaction Documents to carry out its obligations hereunder and thereunder, which it is specified to be a party and to consummate the transactions contemplated hereby and therebyContemplated Transactions. The execution, delivery and performance by Seller each of Parent and each Seller Subsidiary, as appropriate, Buyer of this Agreement, and all the agreements and documents contemplated hereby and therebyTransaction Documents to which it is specified to be a party, and the consummation by it each of Parent and Buyer of the transactions contemplated hereby and therebyContemplated Transactions, have been duly authorized by all necessary corporate actionsuch Party, and no other corporate action proceedings on the part of Seller Parent or such Seller Subsidiary is Buyer are necessary to authorize the execution and delivery by Seller and such Seller Subsidiary as, appropriate, Party of this Agreement and all the agreements and documents contemplated hereby and thereby and any Transaction Document to which it is specified to be a party or the consummation by it such Party of the transactions contemplated hereby and therebyContemplated Transactions. This Agreement and each of the agreements and documents contemplated hereby has been duly executed and delivered by Seller Parent and Buyer. Assuming the Seller Subsidiaries, as appropriate, and (assuming due and valid authorization, execution and delivery hereof of this Agreement by Purchaser) is a Sellers, this Agreement constitutes the legal, valid and binding obligation of Seller each of Parent and the Seller Subsidiaries, as appropriateBuyer, enforceable against Seller and the Seller Subsidiaries, as appropriate, such Party in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws, now or hereafter in effect 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. Assuming the due and valid authorization, execution and delivery thereof by each other party thereto, each other Transaction Document to which Parent or Buyer is specified to be a party (when executed and delivered by such Party) shall constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium 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.

Authorization; Validity of Agreement. Each of the Seller and each Seller Subsidiary, as appropriate, Parties has the all necessary organizational power and authority to execute and deliver this Agreement and all each Ancillary Document to be executed and delivered by it at the agreements and documents contemplated herebyClosing, to carry out perform its obligations hereunder and thereunder, thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution, delivery and performance by Seller and each Seller Subsidiary, as appropriate, Party of this Agreement, Agreement and all by each Seller Party or the agreements and documents contemplated hereby and therebyapplicable Seller Designees of each Ancillary Document to which it will be a party, and the consummation by it of the transactions contemplated hereby and therebyTransactions, have been duly and validly authorized by all necessary corporate actionthe general partner or managing member of such Seller Party (as applicable), and no other corporate organizational action on the part of the Seller or such Seller Subsidiary Parties is necessary to authorize the execution and delivery by the Seller and such Seller Subsidiary as, appropriate, Parties of this Agreement and all the agreements and documents contemplated hereby and thereby Agreement, any such Ancillary Document and the consummation by it of the transactions contemplated hereby and therebyTransactions. This Agreement has been, and each of Ancillary Document to which it is contemplated that the agreements and documents contemplated hereby has been Seller Parties or the Seller Designees will be party will be, duly executed and delivered by each of the Seller Parties and the Seller SubsidiariesDesignees (as applicable) and, as appropriate, and (assuming due and valid authorization, execution and delivery hereof and thereof by Purchaser) each of the Buyer Parties party thereto, is or will be a valid and binding obligation of each of the Seller Parties and the Seller Subsidiaries, Designees (as appropriateapplicable), enforceable against such Seller Parties and the Seller Subsidiaries, Designees (as appropriate, applicable) in accordance with its terms, except that the enforcement hereof may be limited by (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws, now or hereafter in effect affecting effect, relating to creditors' ’ rights generally and (ii) the remedy general principles of specific performance and injunctive and other forms equity (regardless of equitable relief may be subject to equitable defenses and to the discretion of the court before which any whether enforceability is considered in a proceeding therefor may be broughtin equity or at law).

Authorization; Validity of Agreement. (a) With respect to each Seller and each Seller Subsidiary, as appropriate, Guarantor that is not a natural person: (i) such Person has the full power and authority to execute and deliver this Agreement and all the agreements Ancillary Agreements to which such Person is a party and documents to consummate the transactions contemplated herebyhereby and thereby; (ii) the execution, delivery and performance by such Person of this Agreement and any Ancillary Agreement to carry out its which such Person is a party and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by such Person; and (iii) no other action on the part of such Person or any other party is necessary to authorize the execution and delivery by such Person of this Agreement, any Ancillary Agreement to which such Person is a party or the consummation by it of the transactions contemplated hereby or thereby. Each Seller and Seller Guarantor that is not a natural person has duly executed and delivered this Agreement and the Ancillary Agreements to which such Person is a party and, assuming due and valid authorization, execution and delivery thereof by Purchaser, De Novo and the other Sellers and Seller Guarantors, this Agreement and such Ancillary Agreements and the transactions contemplated hereby and thereby are valid and binding obligations hereunder of such Seller or Seller Guarantor, as applicable, enforceable against it in accordance with their terms, except: (y) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and thereunderother similar Laws of general application affecting enforcement of creditors’ rights generally; and (z) the availability of the remedy of 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 therefor may be brought (the foregoing clauses (y) and (z) being the “Bankruptcy Exceptions”). (b) With respect to each Seller and Seller Guarantor that is a natural person, such person has full power and legal capacity to execute and deliver this Agreement and the Ancillary Agreements to which such person is a party and to consummate the transactions contemplated hereby and thereby. Each Seller and Seller Guarantor that is a natural person has duly executed and delivered this Agreement and the Ancillary Agreements to which such person is a party and, assuming due and valid authorization, execution and delivery thereof by Purchaser, De Novo and the other Sellers and Seller Guarantors, this Agreement and such Ancillary Agreements and the transactions contemplated hereby and thereby are valid and binding obligations of such Seller or Seller Guarantor, as applicable, enforceable against him in accordance with their terms, subject to the Bankruptcy Exceptions. (c) De Novo has full 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 by Seller and each Seller Subsidiary, as appropriate, De Novo of this Agreement, Agreement and all the agreements and documents contemplated hereby and thereby, Ancillary Agreements to which it is a party and the consummation by it of the transactions contemplated hereby and thereby, thereby have been duly authorized by all necessary corporate actionDe Novo, and no other corporate action on the part of Seller De Novo or such Seller Subsidiary any other party is necessary to authorize the execution and delivery by Seller and such Seller Subsidiary as, appropriate, De Novo of this Agreement and all Agreement, the agreements and documents contemplated hereby and thereby and Ancillary Agreements to which it is a party or the consummation by it of the transactions contemplated hereby and thereby. This Agreement and each of the agreements and documents contemplated hereby De Novo has been duly executed and delivered by Seller this Agreement and the Seller SubsidiariesAncillary Agreements to which it is a party and, as appropriate, and (assuming due and valid authorization, execution and delivery hereof thereof by Purchaser) is a , the Sellers and the Seller Guarantors, this Agreement and such Ancillary Agreements and the transactions contemplated hereby and thereby are valid and binding obligation obligations of Seller and the Seller Subsidiaries, as appropriate, De Novo enforceable against Seller and the Seller Subsidiaries, as appropriate, De Novo in accordance with its their terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium 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 broughtBankruptcy Exceptions.