Common use of Corporate Authority Relative to this Agreement; No Violation Clause in Contracts

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement, including the Offer and the Merger. The execution and delivery of this Agreement and the consummation of the transactions contemplated this Agreement have been duly and validly authorized by the Board of Directors of Parent and Merger Sub and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the consummation of the transactions contemplated hereby, including the Offer and the Merger. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Law) and any implied covenant of good faith and fair dealing.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has all corporate or limited liability company requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement, including the Offer and the Mergerhereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated this Agreement hereby have been duly and validly authorized by the Board of Directors Managers of Parent and the Board of Directors of Merger Sub and no other corporate or limited liability company proceedings on the part of Parent or Merger Sub are necessary to authorize the consummation of the transactions contemplated hereby, including the Offer and the Merger. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Law) and any implied covenant of good faith and fair dealing.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub Purchaser has all requisite corporate power and authority to enter into execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement, including the Offer and the Mergerhereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated this Agreement hereby have been duly and validly authorized by the Board of Directors of Parent and Merger Sub the Board of Directors of Purchaser and no other corporate proceedings on the part of Parent or Merger Sub Purchaser are necessary to authorize the consummation of the transactions contemplated hereby, including the Offer and the Merger. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub Purchaser and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger SubPurchaser, enforceable against each of Parent and Merger Sub Purchaser in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Law) and any implied covenant of good faith and fair dealing.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has all requisite corporate or limited partnership, as applicable, power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement, including the Offer and the Mergerhereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated this Agreement hereby have been duly and validly authorized by the general partner of Parent and the Board of Directors of Merger Sub, and by Parent and as the sole shareholder of Merger Sub Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the consummation of the transactions contemplated hereby, including the Offer and the Merger. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws laws relating to or affecting creditors’ rights generally, generally and general equitable principles (whether considered in a proceeding in equity or at Law) and any implied covenant of good faith and fair dealinglaw).

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub Buyer has all requisite corporate power and authority to enter into execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement, including the Offer and the Mergerhereby. The execution execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated this Agreement hereby have been duly and validly authorized by the Board of Directors of Parent and Merger Sub Buyer and no other corporate proceedings on the part of Parent or Merger Sub Buyer are necessary to authorize the consummation of the transactions contemplated hereby, including the Offer and the Merger. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub Buyer and, assuming this Agreement constitutes the valid and binding agreement of the CompanySeller, this Agreement constitutes the valid and binding agreement of Parent and Merger SubBuyer, enforceable against each of Parent and Merger Sub Buyer in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Law) and any implied covenant of good faith and fair dealing.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub Seller has all the requisite corporate power and authority to enter into execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement, including the Offer and the Mergerhereby. The execution execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated this Agreement hereby have been duly and validly authorized by the Board of Directors of Parent and Merger Sub Seller, and no other corporate proceedings on the part of Parent Seller (including, for the avoidance of doubt, the vote or Merger Sub approval of the stockholders of Seller) are necessary to authorize the consummation of this Agreement or to consummate the transactions contemplated hereby, including the Offer and the Merger. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub Seller and, assuming this Agreement constitutes the valid and binding agreement of the CompanyBuyer, this Agreement constitutes the valid and binding agreement of Parent and Merger SubSeller, enforceable against each of Parent and Merger Sub Seller in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Law) and any implied covenant of good faith and fair dealing.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement, including the Offer and the Mergerhereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated this Agreement hereby have been duly and validly authorized by the Sole Member of Parent and the Board of Directors of Merger Sub, and by Parent and as the sole stockholder of Merger Sub Sub, and no other limited liability company or corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the consummation of the transactions contemplated hereby, including the Offer and the Merger. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws laws relating to or affecting creditors’ rights generally, generally and general equitable principles (whether considered in a proceeding in equity or at Law) and any implied covenant of good faith and fair dealinglaw).

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub the Purchaser has all requisite limited liability company or corporate (as applicable) power and authority to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement, including the Offer and the Merger. The execution execution, delivery and delivery performance of this Agreement Agreement, and the consummation of the transactions contemplated by this Agreement Agreement, have been duly and validly authorized by the Board board of Directors managers of Parent and Merger Sub the board of directors of the Purchaser and no other limited liability company or corporate proceedings on the part of Parent or Merger Sub the Purchaser are necessary to authorize the consummation of the transactions contemplated hereby, including hereby (other than the Offer and filing of the MergerCertificate of Merger with the Secretary of State of the State of Delaware). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Purchaser and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Subthe Purchaser, enforceable against each of Parent and Merger Sub the Purchaser in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Law) and any implied covenant of good faith and fair dealing.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement, including the Offer and the Merger. The execution and delivery of this Agreement and the consummation of the transactions contemplated this Agreement hereby have been duly and validly authorized by the Board of Directors of Parent and Merger Sub and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the consummation of the transactions contemplated hereby, including the Offer and the Merger. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, generally and general equitable principles (whether considered in a proceeding in equity or at Law) and any implied covenant of good faith and fair dealing).

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has all requisite limited partnership or corporate power and authority to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement, including the Offer and the MergerFinancing. The execution execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated by this Agreement Agreement, including the Financing, have been duly and validly authorized by the general partner of Parent and the Board of Directors of Parent and Merger Sub and no other partnership or corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the consummation of the transactions contemplated hereby, including hereby (other than the Offer and filing of the MergerArticles of Merger with the Secretary of State of the State of Tennessee). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Law) and any implied covenant of good faith and fair dealing.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement, including the Offer and the Merger. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly and validly authorized by the Board of Directors of Parent and Merger Sub and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the consummation of the transactions contemplated hereby, including the Offer and the Merger. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Law) and any implied covenant of good faith and fair dealing.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has all requisite corporate or limited liability company, as applicable, power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement, including the Offer and the Mergerhereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated this Agreement hereby have been duly and validly authorized by the Members of Parent and the Board of Directors of Parent and Merger Sub and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the consummation of the transactions contemplated hereby, including the Offer and the Merger. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Lawlaw) and any implied covenant of good faith and fair dealing.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub Purchaser has all requisite corporate power and authority to enter into execute and deliver this Agreement, to perform their respective obligations under this Agreement and to consummate the transactions contemplated by this Agreement, including the Offer and the Mergerhereby. The execution execution, performance and delivery of this Agreement and the consummation of the transactions contemplated this Agreement hereby have been duly and validly authorized by the Board of Directors of Parent and Merger Sub the Board of Directors of Purchaser and no other corporate proceedings on the part of Parent or Merger Sub Purchaser are necessary to authorize the consummation of the transactions contemplated hereby, including the Offer and the Merger. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub Purchaser and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger SubPurchaser, enforceable against each of Parent and Merger Sub Purchaser in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Law) and any implied covenant of good faith and fair dealing.

Corporate Authority Relative to this Agreement; No Violation. (a) Each of Parent and Merger Sub has all requisite limited liability company or corporate power and authority to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement, including the Offer and consummation of the MergerFinancing by Parent. The execution execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated by this Agreement Agreement, including the Financing, have been duly and validly authorized by the members of Parent and the Board of Directors of Parent and Merger Sub and no other limited liability company or corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the consummation of or to consummate the transactions contemplated hereby, including hereby (other than the Offer and filing of the MergerCertificate of Merger with the Secretary of State of the State of Delaware). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Law) and any implied covenant of good faith and fair dealing).