Common use of Corporate Authority; Binding Effect Clause in Contracts

Corporate Authority; Binding Effect. (a) Seller has all requisite corporate power and authority to execute and deliver this Agreement and each other document, agreement or instrument to be executed and delivered by Seller, and by Seller on behalf of the Selling Subsidiaries, pursuant to this Agreement (the “Seller Documents”), to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. Each Selling Subsidiary will have at the Closing, or the Deferred Closing, as applicable, all requisite corporate, limited liability company, partnership or similar power and authority to execute and deliver each document, agreement or instrument to be executed and delivered by such Selling Subsidiary pursuant to this Agreement (the “Selling Subsidiary Documents”), to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution and delivery by Seller of this Agreement and the Seller Documents and the performance by Seller of its obligations hereunder and thereunder have been duly authorized by all requisite corporate action on the part of Seller. The execution and delivery by each Selling Subsidiary of the Selling Subsidiary Documents and the performance by such Selling Subsidiary of its obligations hereunder and thereunder will be duly authorized by all requisite corporate, limited liability company or partnership action on the part of such Selling Subsidiary as of the Closing, or the Deferred Closing, as applicable. No other corporate or other proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document or to consummate the transactions contemplated hereby and thereby. As of the Closing, no corporate or other proceedings on the part of any Selling Subsidiary are necessary to authorize this Agreement or any Selling Subsidiary Document or to consummate the transactions contemplated hereby and thereby. (b) This Agreement, when executed and delivered by Seller, assuming due execution and delivery hereof by Purchaser, constitutes the valid and binding obligations of Seller, enforceable against Seller in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) (the “Enforceability Exceptions”). Each Seller Document, when executed and delivered by Seller, assuming due execution and delivery thereof by any other counterparties thereto, constitutes, or if such Seller Document is delivered at the Closing, will constitute at the Closing, the valid and binding obligations of Seller, enforceable against Seller in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions. (c) Each Selling Subsidiary Document, when executed and delivered by the applicable Selling Subsidiary, assuming due execution and delivery thereof by the other counterparties thereto, will constitute at the Closing or the Deferred Closing, as applicable, the valid and binding obligations of such Selling Subsidiary, enforceable against such Selling Subsidiary in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions.

Corporate Authority; Binding Effect. (a) Seller has all requisite corporate or other power and authority to execute and deliver this Agreement and each other document, agreement or instrument Transaction Document to be executed and delivered by Seller, and by Seller on behalf of the Selling Subsidiaries, pursuant to this Agreement (the “Seller Documents”), to consummate the transactions contemplated hereby and thereby which it is a party and to perform its obligations hereunder and thereunder. Each Selling Subsidiary will have at the Prior to Closing, or the Deferred Closing, as applicable, each other Seller Entity and Conveyed Company shall have all requisite corporate, limited liability company, partnership corporate or similar other power and authority to execute and deliver each document, agreement or instrument Transaction Document to be executed and delivered by such Selling Subsidiary pursuant to this Agreement (the “Selling Subsidiary Documents”), to consummate the transactions contemplated hereby and thereby which it is a party and to perform its obligations hereunder and thereunder. The execution and delivery by Seller of and each other Seller Entity and Conveyed Company party to this Agreement and the each other Transaction Document to be executed and delivered by Seller Documents and such other Seller Entities or Conveyed Companies, and the performance by Seller, and such other Seller Entities and Conveyed Companies of its their respective obligations hereunder and thereunder thereunder, have been, or will have been at the Closing, duly authorized by all requisite corporate or other entity action on the part of Seller. The execution Seller and delivery by each Selling Subsidiary of the Selling Subsidiary Documents such other Seller Entities and the performance by such Selling Subsidiary of its obligations hereunder and thereunder will be duly authorized by all requisite corporate, limited liability company or partnership action on the part of such Selling Subsidiary as of the Closing, or the Deferred Closing, as applicableConveyed Companies. No other corporate or other proceedings on the part of the Seller are is necessary to authorize this Agreement or any Seller Document the other Transaction Documents or to consummate the transactions contemplated hereby and thereby. As of the Closing, no thereby and all other corporate or other proceedings on the part of any Selling Subsidiary are other Seller Entities or Conveyed Companies necessary to authorize this Agreement or any Selling Subsidiary Document the other Transaction Documents or to consummate the transactions contemplated hereby and therebythereby shall have occurred prior to Closing. (b) This AgreementAgreement and each other Transaction Document to be executed by Seller or the other Seller Entities or Conveyed Companies, when executed and delivered by SellerSeller or such other Seller Entity or Conveyed Company, assuming due execution and delivery hereof by Purchaserthe other parties thereto, constitutes the legal, valid and binding obligations of Seller, the other Seller Entities and Conveyed Companies party thereto, enforceable against Seller and such other Seller Entities and Conveyed Companies in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) (the “Enforceability Exceptions”). Each Seller Document, when executed and delivered by Seller, assuming due execution and delivery thereof by any other counterparties thereto, constitutes, or if such Seller Document is delivered at the Closing, will constitute at the Closing, the valid and binding obligations of Seller, enforceable against Seller in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions. (c) Each Selling Subsidiary Document, when executed and delivered by the applicable Selling Subsidiary, assuming due execution and delivery thereof by the other counterparties thereto, will constitute at the Closing or the Deferred Closing, as applicable, the valid and binding obligations of such Selling Subsidiary, enforceable against such Selling Subsidiary in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions.

Corporate Authority; Binding Effect. (a) Seller (or any of its Affiliates that may be a party to any Ancillary Agreement, as applicable) has all requisite corporate (or comparable) power and authority to execute and deliver this Agreement and each Ancillary Agreement and to perform its obligations hereunder and thereunder. The execution and delivery by Seller (or any of its Affiliates that may be a party to any Ancillary Agreement, as applicable) of this Agreement, each Ancillary Agreement and each other document, agreement or instrument to be executed and delivered by SellerSeller (or such Affiliate, and by Seller on behalf of the Selling Subsidiaries, as applicable) pursuant to this Agreement Agreement, and the performance by Seller (the “Seller Documents”)or such Affiliate, to consummate the transactions contemplated hereby and thereby and to perform as applicable) of its obligations hereunder and thereunder. Each Selling Subsidiary , have been, or will have been at the Closing, or the Deferred Closing, Closing (as applicable, all requisite corporate, limited liability company, partnership or similar power and authority to execute and deliver each document, agreement or instrument to be executed and delivered by such Selling Subsidiary pursuant to this Agreement (the “Selling Subsidiary Documents”), to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution and delivery by Seller of this Agreement and the Seller Documents and the performance by Seller of its obligations hereunder and thereunder have been duly authorized by all requisite corporate (or comparable) action on the part of Seller. The execution and delivery by each Selling Subsidiary of the Selling Subsidiary Documents and the performance by Seller (or such Selling Subsidiary of its obligations hereunder and thereunder will be duly authorized by all requisite corporate, limited liability company or partnership action on the part of such Selling Subsidiary as of the Closing, or the Deferred ClosingAffiliate, as applicable. No other corporate or other proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document or to consummate the transactions contemplated hereby and thereby. As of the Closing, no corporate or other proceedings on the part of any Selling Subsidiary are necessary to authorize this Agreement or any Selling Subsidiary Document or to consummate the transactions contemplated hereby and thereby). (b) This Agreement and each Ancillary Agreement, when executed and delivered by SellerSeller (or any of its Affiliates that may be a party to any Ancillary Agreement, as applicable), assuming due execution and delivery hereof by PurchaserPurchaser and/or each other counterparty thereto, as applicable, constitutes the valid and binding obligations of SellerSeller (or such Affiliate, as applicable), enforceable against Seller (or such Affiliate, as applicable) in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) (the “Enforceability Exceptions”). Each Seller Document, when executed and delivered by Seller, assuming due execution and delivery thereof by any other counterparties thereto, constitutes, or if such Seller Document is delivered at the Closing, will constitute at the Closing, the valid and binding obligations of Seller, enforceable against Seller in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions. (c) Each Selling Subsidiary DocumentNo vote, when executed consent or approval of the stockholders of Seller is required under applicable Law, Seller’s organizational documents, or under any Contract between Seller and delivered by any stockholder of Seller, to authorize or approve this Agreement, the applicable Selling Subsidiary, assuming due execution and delivery thereof by the other counterparties thereto, will constitute at the Closing Ancillary Agreements or the Deferred Closing, as applicable, the valid and binding obligations of such Selling Subsidiary, enforceable against such Selling Subsidiary in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptionstransactions contemplated hereunder.

Corporate Authority; Binding Effect. (a) Seller has all requisite full corporate power and authority to execute and deliver this Agreement and each other document, agreement or instrument to be executed and delivered by Seller, and by Seller on behalf of the Selling SubsidiariesTransaction Documents to which it is a party, pursuant to this Agreement (the “Seller Documents”), to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. Each Selling Subsidiary will have at the Closing, or the Deferred Closing, as applicable, all requisite corporate, limited liability company, partnership or similar power and authority to execute and deliver each document, agreement or instrument to be executed and delivered by such Selling Subsidiary pursuant to this Agreement (the “Selling Subsidiary Documents”), to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution execution, delivery and delivery performance by Seller of this Agreement and each of the Seller Transaction Documents to which it is a party has been duly and validly authorized by all necessary corporate action and no additional corporate or shareholder authorization or consent is required in connection with the execution, delivery and performance by Seller of its obligations hereunder and thereunder have been duly authorized by all requisite corporate action on the part of Seller. The execution and delivery by each Selling Subsidiary of the Selling Subsidiary Documents and the performance by such Selling Subsidiary of its obligations hereunder and thereunder will be duly authorized by all requisite corporate, limited liability company or partnership action on the part of such Selling Subsidiary as of the Closing, or the Deferred Closing, as applicable. No other corporate or other proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document or to consummate the transactions contemplated hereby and thereby. As of the Closing, no corporate or other proceedings on the part of any Selling Subsidiary are necessary Transaction Documents to authorize this which it is a party. This Agreement or any Selling Subsidiary Document or to consummate the transactions contemplated hereby and thereby. (b) This Agreement, when has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery hereof by PurchaserBuyer) this Agreement constitutes a legal, constitutes the valid and binding obligations obligation of Seller, enforceable against Seller Buyer in accordance with its terms, except as such enforcement enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws affecting creditors’ rights generally or by and general principles of equity (regardless of whether enforcement is sought considered in a proceeding at law or in equity or at lawequity) (the “Enforceability ExceptionsLimitations”). Each When each other Transaction Document to which Seller Document, when is or will be a party has been duly executed and delivered by Seller, Buyer (assuming due authorization, execution and delivery thereof by any each other counterparties party thereto), constitutes, or if such Seller Transaction Document is delivered at the Closing, will constitute at the Closing, the valid a legal and binding obligations obligation of Seller, Seller enforceable against Seller it in accordance with its terms, except as such enforcement enforceability may be limited by the Enforceability ExceptionsLimitations. (cb) Each Selling Seller Subsidiary Documenthas, when or prior to the Closing will have, full corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver each of the Transaction Documents to which it is a party and to perform its obligations thereunder. The execution, delivery and performance by each Seller Subsidiary of each of the Transaction Documents to which it is a party has been, or prior to the Closing will have been, duly and validly authorized, and no additional corporate, limited liability company or other business entity or shareholder, member or other authorization or consent is or will be required in connection with the execution, delivery and performance by any Seller Subsidiary of the Transaction Documents to which such Seller Subsidiary is a party or signatory. When each other Transaction Document to which each Seller Subsidiary is or will be a party has been duly executed and delivered by the applicable Selling Subsidiary, such Seller Subsidiary (assuming due authorization, execution and delivery thereof by the each other counterparties party thereto), such Transaction Document will constitute at the Closing or the Deferred Closing, as applicable, the valid a legal and binding obligations obligation of such Selling Subsidiary, Seller Subsidiary enforceable against such Selling Subsidiary it in accordance with its terms, except as such enforcement enforceability may be limited by the Enforceability ExceptionsLimitations.

Corporate Authority; Binding Effect. (a) Seller has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement and to perform its obligations hereunder and thereunder. Prior to the Closing, each other Seller Entity and Conveyed Company shall have all requisite corporate (or comparable) power and authority to execute and deliver each Ancillary Agreement to which it is a party and to perform its obligations thereunder. The execution and delivery by Seller of this Agreement, each Ancillary Agreement and each other document, agreement or instrument to be executed and delivered by Seller, and by Seller on behalf of the Selling Subsidiaries, pursuant to this Agreement (the “Seller Documents”)Agreement, to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. Each Selling Subsidiary will have at the Closing, or the Deferred Closing, as applicable, all requisite corporate, limited liability company, partnership or similar power and authority to execute and deliver each document, agreement or instrument to be executed and delivered by such Selling Subsidiary pursuant to this Agreement (the “Selling Subsidiary Documents”), to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution and delivery by Seller of this Agreement and the Seller Documents and the performance by Seller of its obligations hereunder and thereunder thereunder, including the consummation of the transactions contemplated by this Agreement and such Ancillary Agreements, have been duly authorized by all requisite corporate action on the part of Seller. The execution and delivery by each Selling Subsidiary Affiliate of the Selling Subsidiary Documents Seller of each Ancillary Agreement or other document, agreement or instrument to be executed and delivered by such Affiliate pursuant to this Agreement, and the performance by such Selling Subsidiary Affiliate of its obligations hereunder and thereunder thereunder, including the consummation of the transactions contemplated hereby and thereby, at the Closing will be have been duly authorized by all requisite corporate, limited liability company corporate (or partnership comparable) action on the part of such Selling Subsidiary as of the Closing, or the Deferred Closing, as applicable. No other corporate or other proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document or to consummate the transactions contemplated hereby and thereby. As of the Closing, no corporate or other proceedings on the part of any Selling Subsidiary are necessary to authorize this Agreement or any Selling Subsidiary Document or to consummate the transactions contemplated hereby and therebyAffiliate. (b) This Agreement and each Ancillary Agreement, when executed and delivered by SellerSeller (or any of its Affiliates that may be a party to any Ancillary Agreement, as applicable), assuming due execution and delivery hereof by PurchaserPurchaser and/or each other counterparty thereto, as applicable, constitutes the valid and binding obligations of SellerSeller (or such Affiliate, as applicable), enforceable against Seller (or such Affiliate, as applicable) in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) (the “Enforceability Exceptions”). Each Seller Document, when executed and delivered by Seller, assuming due execution and delivery thereof by any other counterparties thereto, constitutes, or if such Seller Document is delivered at the Closing, will constitute at the Closing, the valid and binding obligations of Seller, enforceable against Seller in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions. (c) Each Selling Subsidiary Document, when executed and delivered by the applicable Selling Subsidiary, assuming due execution and delivery thereof by the other counterparties thereto, will constitute at the Closing or the Deferred Closing, as applicable, the valid and binding obligations of such Selling Subsidiary, enforceable against such Selling Subsidiary in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions.

Corporate Authority; Binding Effect. (a) Seller has all requisite full corporate power and authority to execute and deliver this Agreement and each other document, agreement or instrument to be executed and delivered by Seller, and by Seller on behalf of the Selling SubsidiariesTransaction Documents to which it is a party, pursuant to this Agreement (the “Seller Documents”), to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. Each Selling Subsidiary will have at the Closing, or the Deferred Closing, as applicable, all requisite corporate, limited liability company, partnership or similar power and authority to execute and deliver each document, agreement or instrument to be executed and delivered by such Selling Subsidiary pursuant to this Agreement (the “Selling Subsidiary Documents”), to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution execution, delivery and delivery performance by Seller of this Agreement and each of the Seller Transaction Documents to which it is a party has been duly and validly authorized by all necessary corporate action and no additional corporate or shareholder authorization or consent is required in connection with the execution, delivery and performance by Seller of its obligations hereunder and thereunder have been duly authorized by all requisite corporate action on the part of Seller. The execution and delivery by each Selling Subsidiary of the Selling Subsidiary Documents and the performance by such Selling Subsidiary of its obligations hereunder and thereunder will be duly authorized by all requisite corporate, limited liability company or partnership action on the part of such Selling Subsidiary as of the Closing, or the Deferred Closing, as applicable. No other corporate or other proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document or to consummate the transactions contemplated hereby and thereby. As of the Closing, no corporate or other proceedings on the part of any Selling Subsidiary are necessary Transaction Documents to authorize this which it is a party. This Agreement or any Selling Subsidiary Document or to consummate the transactions contemplated hereby and thereby. (b) This Agreement, when has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery hereof by PurchaserBuyer) this Agreement constitutes a legal, constitutes the valid and binding obligations obligation of SellerBuyer, enforceable against Seller Buyer in accordance with its terms, except as such enforcement enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws affecting creditors’ rights generally or by and general principles of equity (regardless of whether enforcement is sought considered in a proceeding at law or in equity or at lawequity) (the “Enforceability ExceptionsLimitations”). Each When each other Transaction Document to which Seller Document, when is or will be a party has been duly executed and delivered by Seller, Buyer (assuming due authorization, execution and delivery thereof by any each other counterparties party thereto), constitutes, or if such Seller Transaction Document is delivered at the Closing, will constitute at the Closing, the valid a legal and binding obligations obligation of Seller, Seller enforceable against Seller it in accordance with its terms, except as such enforcement enforceability may be limited by the Enforceability ExceptionsLimitations. (cb) Each Selling Seller Subsidiary Documenthas, when or prior to the Closing will have, full corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver each of the Transaction Documents to which it is a party and to perform its obligations thereunder. The execution, delivery and performance by each Seller Subsidiary of each of the Transaction Documents to which it is a party has been, or prior to the Closing will have been, duly and validly authorized, and no additional corporate, limited liability company or other business entity or shareholder, member or other authorization or consent is or will be required in connection with the execution, delivery and performance by any Seller Subsidiary of the Transaction Documents to which such Seller Subsidiary is a party or signatory. When each other Transaction Document to which each Seller Subsidiary is or will be a party has been duly executed and delivered by the applicable Selling Subsidiary, such Seller Subsidiary (assuming due authorization, execution and delivery thereof by the each other counterparties party thereto), such Transaction Document will constitute at the Closing or the Deferred Closing, as applicable, the valid a legal and binding obligations obligation of such Selling Subsidiary, Seller Subsidiary enforceable against such Selling Subsidiary it in accordance with its terms, except as such enforcement enforceability may be limited by the Enforceability ExceptionsLimitations.

Corporate Authority; Binding Effect. (a) Seller Each Purchaser has all requisite corporate power and authority to execute and deliver this Agreement and each other document, agreement or instrument to be executed and delivered by Seller, and by Seller on behalf of the Selling Subsidiaries, applicable Purchaser pursuant to this Agreement (the “Seller Purchaser Documents”), to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. Each Selling Subsidiary will have at the Closing, or the Deferred Closing, as applicable, Guarantor has all requisite corporate, limited liability company, partnership or similar corporate power and authority to execute and deliver this Agreement and each other document, agreement or instrument to be executed and delivered by such Selling Subsidiary Guarantor pursuant to this Agreement (the “Selling Subsidiary Guarantor Documents”), to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution and delivery by Seller Purchasers of this Agreement and the Seller Purchaser Documents and the performance by Seller Purchasers of their obligations hereunder and thereunder have been duly authorized by all requisite corporate action on the part of Purchasers. The execution and delivery by Guarantor of this Agreement and the Guarantor Documents and the performance by Guarantor of its obligations hereunder and thereunder have been duly authorized by all requisite corporate action on the part of Seller. The execution and delivery by each Selling Subsidiary of the Selling Subsidiary Documents and the performance by such Selling Subsidiary of its obligations hereunder and thereunder will be duly authorized by all requisite corporate, limited liability company or partnership action on the part of such Selling Subsidiary as of the Closing, or the Deferred Closing, as applicableGuarantor. No other corporate or other proceedings on the part of Seller are any Purchaser is necessary to authorize this Agreement or any Seller Purchaser Document or to consummate the transactions contemplated hereby and thereby. As of the Closing, no No other corporate or other proceedings on the part of any Selling Subsidiary are Guarantor is necessary to authorize this Agreement or any Selling Subsidiary Guarantor Document or to consummate the transactions contemplated hereby and thereby. (b) This Agreement, when executed and delivered by SellerPurchasers and Guarantor, assuming due execution and delivery hereof by PurchaserSeller and the Selling Subsidiaries, constitutes the valid and binding obligations of SellerPurchasers and Guarantor, enforceable against Seller Purchasers and Guarantor in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) (the “Enforceability Exceptions”). Each Seller Purchaser Document, when executed and delivered by Sellerthe applicable Purchaser, assuming due execution and delivery thereof by any the other counterparties thereto, constitutes, or if such Seller Purchaser Document is delivered at the Closing, will constitute at the Closing, the valid and binding obligations of Sellersuch Purchaser, enforceable against Seller such Purchaser in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions. Each Guarantor Document, when executed and delivered by Guarantor, assuming due execution and delivery thereof by the other counterparties thereto, constitutes, or if such Guarantor Document is delivered at the Closing, will constitute at the Closing, the valid and binding obligations of Guarantor, enforceable against Guarantor in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions. (c) Each Selling Subsidiary Document, when executed and delivered by the applicable Selling Subsidiary, assuming due execution and delivery thereof by the other counterparties thereto, will constitute at the Closing or the Deferred Closing, as applicable, the valid and binding obligations of such Selling Subsidiary, enforceable against such Selling Subsidiary in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions.

Corporate Authority; Binding Effect. (a) Each Seller has all requisite corporate power and authority to execute and deliver this Agreement and each other document, agreement or instrument to be executed and delivered by Seller, and by such Seller on behalf of the Selling Subsidiaries, pursuant to this Agreement (the “Seller Documents”)Agreement, to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. Each Selling Subsidiary will have at the Closing, or the Deferred Closing, as applicable, all requisite corporate, limited liability company, partnership or similar power and authority to execute and deliver each document, agreement or instrument to be executed and delivered by such Selling Subsidiary pursuant to this Agreement (the “Selling Subsidiary Documents”), to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution and delivery by each Seller of this Agreement and the each other document, agreement or instrument to be executed and delivered by such Seller Documents pursuant to this Agreement, and the performance by such Seller of its obligations hereunder and thereunder thereunder, have been, or will have been at the Closing, duly authorized by all requisite corporate action on the part of each Seller. With respect to any and all other documents, agreements or instruments to be executed or delivered at or prior to Closing by any Seller Corporation pursuant to this Agreement, each such Seller Corporation has and, as of the Closing, will have requisite corporate power and authority to execute, deliver and perform the same, with such execution, delivery and the performance having been duly authorized by all requisite corporate action on the part of Seller. The execution and delivery by each Selling Subsidiary of the Selling Subsidiary Documents and the performance by such Selling Subsidiary of its obligations hereunder and thereunder will be duly authorized by all requisite corporate, limited liability company or partnership action on the part of such Selling Subsidiary as of the Closing, or the Deferred Closing, as applicable. No other corporate or other proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document or to consummate the transactions contemplated hereby and thereby. As of the Closing, no corporate or other proceedings on the part of any Selling Subsidiary are necessary to authorize this Agreement or any Selling Subsidiary Document or to consummate the transactions contemplated hereby and therebyCorporation. (b) This AgreementAgreement and each other document, when agreement or instrument to be executed and delivered by Sellereither Seller or any Seller Corporation pursuant to this Agreement, assuming due execution and delivery hereof and thereof by Purchasereach of the other parties hereto and thereto, constitutes the constitute valid and binding obligations of Sellersuch Seller or Seller Corporation, enforceable against such Seller or Seller Corporation in accordance with its their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) (the “Enforceability Exceptions”). Each Seller Document, when executed and delivered by Seller, assuming due execution and delivery thereof by any other counterparties thereto, constitutes, or if such Seller Document is delivered at the Closing, will constitute at the Closing, the valid and binding obligations of Seller, enforceable against Seller in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions. (c) Each Selling Subsidiary Document, when executed and delivered by the applicable Selling Subsidiary, assuming due execution and delivery thereof by the other counterparties thereto, will constitute at the Closing or the Deferred Closing, as applicable, the valid and binding obligations of such Selling Subsidiary, enforceable against such Selling Subsidiary in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions.

Corporate Authority; Binding Effect. (a) Seller has all requisite corporate power and authority to execute and deliver this This Agreement and each the other document, agreement or instrument Transaction Documents to be executed which Seller is a party and delivered by Seller, and the consummation by Seller on behalf of the Selling Subsidiaries, pursuant to this Agreement (the “Seller Documents”), to consummate the transactions contemplated hereby and thereby have been duly and validly authorized by Seller by all requisite corporate, partnership or similar action and no other proceedings on the part of Seller necessary for Seller to authorize the execution or delivery of this Agreement or any of the other Transaction Documents to which Seller is a party or to perform any of its obligations hereunder and or thereunder. Each Selling Subsidiary will have at the Closing, or the Deferred Closing, as applicable, all requisite Seller has full corporate, limited liability company, partnership or similar organizational (as applicable) power and authority to execute and deliver each document, agreement or instrument the other Transaction Documents to be executed and delivered by such Selling Subsidiary pursuant to this Agreement (the “Selling Subsidiary Documents”), to consummate the transactions contemplated hereby and thereby which it is a party and to perform its obligations hereunder and or thereunder. The execution and delivery by Seller of this This Agreement and the Seller Documents and the performance by Seller of its obligations hereunder and thereunder have has been duly authorized by all requisite corporate action on the part of Seller. The execution and delivery by each Selling Subsidiary of the Selling Subsidiary Documents and the performance by such Selling Subsidiary of its obligations hereunder and thereunder will be duly authorized by all requisite corporate, limited liability company or partnership action on the part of such Selling Subsidiary as of the Closing, or the Deferred Closing, as applicable. No other corporate or other proceedings on the part of Seller are necessary to authorize this Agreement or any Seller Document or to consummate the transactions contemplated hereby and thereby. As of the Closing, no corporate or other proceedings on the part of any Selling Subsidiary are necessary to authorize this Agreement or any Selling Subsidiary Document or to consummate the transactions contemplated hereby and thereby. (b) This Agreement, when executed and delivered by Seller, and (assuming due authorization, execution and delivery hereof by Purchaser, each other Party) this Agreement constitutes the a valid and legally binding obligations obligation of Seller, enforceable against Seller it in accordance with its terms, except as such enforcement enforceability may be limited affected by bankruptcy, insolvency, reorganization, fraudulent conveyance, reorganization, moratorium or and other similar Laws relating to or affecting creditors’ rights generally or by generally, general equitable principles of equity (regardless of whether enforcement is sought considered in a proceeding in equity or at law) and the implied covenant of good faith and fair dealing (the “Enforceability ExceptionsBankruptcy and Equity Exception”). Each When each other Transaction Document to which Seller Documentis, when or will be, party has been duly executed and delivered by Seller, Seller (assuming due authorization, execution and delivery thereof by any each other counterparties theretoParty), constitutes, or if such Seller Transaction Document is delivered at the Closing, will constitute at the Closing, the a valid and legally binding obligations obligation of Seller, enforceable against Seller it in accordance with its terms, except as such enforcement may be limited by subject to the Enforceability ExceptionsBankruptcy and Equity Exception. (c) Each Selling Subsidiary Document, when executed and delivered by the applicable Selling Subsidiary, assuming due execution and delivery thereof by the other counterparties thereto, will constitute at the Closing or the Deferred Closing, as applicable, the valid and binding obligations of such Selling Subsidiary, enforceable against such Selling Subsidiary in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions.