Common use of Authorization; Validity of Agreement Clause in Contracts

Authorization; Validity of Agreement. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Company (the “Company Board”). Except for the Company Required Vote, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by Parent and Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforcement may be subject to or limited by (i) bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authorization; Validity of Agreement. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Company (the “Company Board”). Except for the Company Required Vote, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by Parent and PurchaserParent, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforcement may be subject to or limited by (i) bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authorization; Validity of Agreement. (a) The Company Seller has the requisite corporate power and authority to execute execute, deliver and deliver perform this Agreement and to consummate the transactions contemplated hereby, and to cause SUSA and STEL to consummate the Transfers and other transactions contemplated hereby. The execution, delivery and performance by the Company Seller of this Agreement and the consummation by the Company Seller of the transactions contemplated hereby have been duly authorized by the Board board of Directors directors of the Company (the “Company Board”). Except for the Company Required Vote, Seller and no other corporate proceedings on the part of the Company are Seller is necessary to authorize the execution, execution and delivery and performance of this Agreement by the Company Seller and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company Seller and, assuming due authorization, execution and delivery of this Agreement by Parent and Purchaser, is a valid and binding obligation of the Company Seller enforceable against the Company it in accordance with its terms, except as that such enforcement may be subject to or limited by (ia) bankruptcy, insolvency or other similar Lawslaws, now or hereafter in effect, affecting creditors’ ' rights generally generally, and (iib) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authorization; Validity of Agreement. (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Company (the “"Company Board”"). Except for the Company Required Vote, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery of this Agreement by Parent and Purchaser, is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforcement may be subject to or limited by (i) bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ ' rights generally and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authorization; Validity of Agreement. (a) The Company Buyer has the requisite corporate power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company Buyer of this Agreement and the consummation by the Company Buyer of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Company (the “Company Buyer Board”). Except for the Company Required Vote, no No other corporate proceedings on the part of the Company Buyer are necessary to authorize the execution, delivery and performance of this Agreement by the Company Buyer and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company Buyer and, assuming due authorization, execution and delivery of this Agreement by Parent and Purchaserthe Company, is a valid and binding obligation of the Company Buyer enforceable against the Company it in accordance with its terms, except as that such enforcement may be subject to or limited by (i) bankruptcy, insolvency insolvency, reorganization or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally generally, and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law Law or in equity).

Authorization; Validity of Agreement. (a) The Company MergerCo has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company MergerCo of this Agreement and the consummation by the Company MergerCo of the transactions contemplated hereby have been duly authorized by the its Board of Directors and, other than the approval and adoption of this Agreement by the Company (the “Company Board”). Except for the Company Required Votestockholders of MergerCo, no other corporate proceedings on the part of the Company MergerCo are necessary to authorize the execution, execution and delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company MergerCo and, assuming due authorization, execution and delivery of this Agreement by Parent and Purchaserthe Company, is a valid and binding obligation of the Company MergerCo enforceable against the Company it in accordance with its terms, except as that such enforcement may be subject to or limited by (i) - bankruptcy, insolvency or other similar Lawslaws, now or hereafter in effect, affecting creditors’ creditors rights generally generally, and (ii) the effect of general principles -- of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authorization; Validity of Agreement. (a) The Company MergerCo has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company MergerCo of this Agreement and the consummation by the Company MergerCo of the transactions contemplated hereby have been duly authorized by the its Board of Directors and, other than the approval and adoption of this Agreement by the Company (the “Company Board”). Except for the Company Required Votestockholders of MergerCo, no other corporate proceedings on the part of the Company MergerCo are necessary to authorize the execution, execution and delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company MergerCo and, assuming due authorization, execution and delivery of this Agreement by Parent and Purchaserthe Company, is a valid and binding obligation of the Company MergerCo enforceable against the Company it in accordance with its terms, except as that such enforcement may be subject to or limited by (i) bankruptcy, insolvency or other similar Lawslaws, now or hereafter in effect, affecting creditors’ creditors rights generally generally, and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authorization; Validity of Agreement. (a) The Company MergerCo has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company MergerCo of this Agreement and the consummation by the Company MergerCo of the transactions contemplated hereby have been duly authorized by the its Board of Directors and, other than the approval and adoption of this Agreement by the Company (the “Company Board”). Except for the Company Required Votestockholders of MergerCo, no other corporate proceedings on the part of the Company MergerCo are necessary to authorize the execution, execution and delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company MergerCo and, assuming due authorization, execution and delivery of this Agreement by Parent and Purchaserthe Company, is a valid and binding obligation of the Company MergerCo enforceable against the Company it in accordance with its terms, except as that such enforcement may be subject to or limited by (i) bankruptcy, insolvency or other similar Lawslaws, now or hereafter in - effect, affecting creditors’ creditors rights generally generally, and (ii) the effect of general -- principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authorization; Validity of Agreement. (a) The Company Purchaser has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, execution and delivery and performance by the Company Purchaser of this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Company (the “Company Board”). Except for the Company Required VotePurchaser, and no other corporate proceedings on the part of the Company Purchaser are necessary to authorize the execution, execution and delivery and performance of this Agreement by the Company Purchaser and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company Purchaser and, assuming due authorization, execution and delivery of this Agreement by Parent and Purchaserthe Company, is a valid and binding obligation of the Company Purchaser enforceable against the Company it in accordance with its terms, except as to the extent such enforcement may be subject to or limited by (i) bankruptcy, insolvency or other similar Lawslaws, now or hereafter in effect, affecting creditors’ ' rights generally and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authorization; Validity of Agreement. (a) The Company Retiring Partner has the requisite corporate power and authority to execute execute, deliver and deliver perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company Retiring Partner of this Agreement and the consummation by the Company Retiring Partner of the transactions contemplated hereby have been duly authorized by the Board board of Directors directors of the Company (the “Company Board”). Except for the Company Required Vote, Retiring Partner and no other corporate proceedings on the part of the Company Retiring Partner are necessary to authorize the execution, execution and delivery and performance of this Agreement by the Company Retiring Partner and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company Retiring Partner and, assuming due authorization, execution and delivery of this Agreement by Parent the Company, TEF GP and Purchaserthe Partnership, is a valid and binding obligation of the Company Retiring Partner enforceable against the Company it in accordance with its terms, except as that such enforcement may be subject to or limited by (ia) bankruptcy, insolvency or other similar Lawslaws, now or hereafter in effect, affecting creditors’ rights generally generally, and (iib) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).