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

Corporate Authority Relative to this Agreement; No Violation. (a) Seller has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Seller, and no other corporate proceedings on the part of Seller (including, for the avoidance of doubt, the vote or approval of the stockholders of Seller) are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller and, assuming this Agreement constitutes the valid and binding agreement of Buyer, constitutes the valid and binding agreement of Seller, enforceable against 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) Seller Each of Parent and Merger Sub has the all corporate or limited liability company requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations under enter into this Agreement and to consummate the transactions contemplated hereby. The execution, execution and delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Managers of Parent and the Board of Directors of Seller, Merger Sub and no other corporate or limited liability company proceedings on the part of Seller (including, for the avoidance of doubt, the vote Parent or approval of the stockholders of Seller) Merger Sub are necessary to authorize this Agreement or to consummate the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of Buyerthe Company, this Agreement constitutes the valid and binding agreement of SellerParent and Merger Sub, enforceable against Seller 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) Seller Each of Parent and Purchaser has the all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, execution and delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Seller, Parent and the Board of Directors of Purchaser and no other corporate proceedings on the part of Seller (including, for the avoidance of doubt, the vote Parent or approval of the stockholders of Seller) Purchaser are necessary to authorize this Agreement or to consummate the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller Parent and Purchaser and, assuming this Agreement constitutes the valid and binding agreement of Buyerthe Company, this Agreement constitutes the valid and binding agreement of SellerParent and Purchaser, enforceable against Seller each of Parent and 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) Seller Each of Parent and Merger Sub has the all requisite corporate or limited partnership, as applicable, power and authority to execute and deliver this Agreement, to perform its obligations under enter into this Agreement and to consummate the transactions contemplated hereby. The execution, execution and delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the general partner of Parent and the Board of Directors of SellerMerger Sub, and by Parent as the sole shareholder of Merger Sub, and no other corporate proceedings on the part of Seller (including, for the avoidance of doubt, the vote Parent or approval of the stockholders of Seller) Merger Sub are necessary to authorize this Agreement or to consummate the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of Buyerthe Company, this Agreement constitutes the valid and binding agreement of SellerParent and Merger Sub, enforceable against Seller 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) Seller Each of Parent and Merger Sub has the all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations under enter into this Agreement and to consummate the transactions contemplated herebyby this Agreement, including the Offer and the Merger. The execution, execution and delivery and performance of this Agreement and the consummation of the transactions contemplated hereby this Agreement have been duly and validly authorized by the Board of Directors of Seller, Parent and Merger Sub and no other corporate proceedings on the part of Seller (including, for the avoidance of doubt, the vote Parent or approval of the stockholders of Seller) Merger Sub are necessary to authorize this Agreement or to consummate the consummation of the transactions contemplated hereby, including the Offer and the Merger. This Agreement has been duly and validly executed and delivered by Seller Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of Buyerthe Company, this Agreement constitutes the valid and binding agreement of SellerParent and Merger Sub, enforceable against Seller 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) Seller The Company has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, execution and delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Company Board of Directors and, except for (i) in the case of Sellerthe Merger, approval of this Agreement by the holders of sixty-six and two-thirds percent (66 2/3%) of all of the Shares entitled to be cast, if required by applicable law and (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of Seller (including, for the avoidance of doubt, the vote or approval of the stockholders of Seller) Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller the Company and, assuming this Agreement constitutes the valid and binding agreement of BuyerParent and Purchaser, constitutes the valid and binding agreement of Sellerthe Company, enforceable against Seller the Company 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) Seller Each of Parent and Merger Sub has the all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations under enter into this Agreement and to consummate the transactions contemplated herebyby this Agreement. The execution, execution and delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by this Agreement have been duly and validly authorized by the Board Boards of Directors of SellerParent and Merger Sub and by Parent, and as the sole stockholder of Merger Sub, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of Seller (including, for the avoidance of doubt, the vote Parent or approval of the stockholders of Seller) Merger Sub are necessary to authorize this Agreement or to consummate the consummation of the transactions contemplated herebyby this Agreement. This Agreement has been duly and validly executed and delivered by Seller Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement agreements of Buyerthe Company, this Agreement constitutes the valid and binding agreement of SellerParent and Merger Sub, enforceable against Seller each of Parent and Merger Sub in accordance with its terms, subject to the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar Laws relating to Laws, now or hereafter in effect, and principles of equity affecting creditors’ rights and remedies 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) Seller Each of Parent and Merger Sub has the all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations under enter into this Agreement and to consummate the transactions contemplated hereby. The execution, execution and delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board boards of Directors directors of Sellereach of Parent and Merger Sub and by Parent, as the sole stockholder of Merger Sub, and, except for the filing of the Certificate of Merger with the Michigan Department of Licensing and Regulatory Affairs, no other corporate proceedings on the part of Seller (including, for the avoidance of doubt, the vote Parent or approval of the stockholders of Seller) Merger Sub are necessary to authorize this Agreement or to consummate the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of Buyerthe Company, this Agreement constitutes the valid and binding agreement of SellerParent and Merger Sub, enforceable against Seller each of Parent and Merger Sub in accordance with its terms, subject to the effects of except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, preference, fraudulent transfer, moratorium and or other similar Laws laws relating to or affecting creditors’ the rights generally, and remedies of creditors and by general equitable principles (of equity regardless of whether enforcement is 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) Seller Each of Parent and Merger Sub has the all requisite corporate or limited liability company, as applicable, power and authority to execute and deliver this Agreement, to perform its obligations under enter into this Agreement and to consummate the transactions contemplated hereby. The execution, execution and delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Members of Parent and the Board of Directors of Seller, Merger Sub and no other corporate proceedings on the part of Seller (including, for the avoidance of doubt, the vote Parent or approval of the stockholders of Seller) Merger Sub are necessary to authorize this Agreement or to consummate the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of Buyerthe Company, this Agreement constitutes the valid and binding agreement of SellerParent and Merger Sub, enforceable against Seller 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) Seller Each of Parent and Merger Sub has the all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations under enter into this Agreement and to consummate the transactions contemplated herebyby this Agreement, including the Offer and the Merger. The execution, execution and delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by this Agreement have been duly and validly authorized by the Board of Directors of Seller, Parent and Merger Sub and no other corporate proceedings on the part of Seller (including, for the avoidance of doubt, the vote Parent or approval of the stockholders of Seller) Merger Sub are necessary to authorize this Agreement or to consummate the consummation of the transactions contemplated hereby, including the Offer and the Merger. This Agreement has been duly and validly executed and delivered by Seller Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of Buyerthe Company, this Agreement constitutes the valid and binding agreement of SellerParent and Merger Sub, enforceable against Seller 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) Seller Each of Parent and Merger Sub has the all requisite limited partnership or corporate power and authority to execute enter into and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated herebyby this Agreement, including the Financing. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by this Agreement, including the Financing, have been duly and validly authorized by the general partner of Parent and the Board of Directors of Seller, Merger Sub and no other partnership or corporate proceedings on the part of Seller (including, for the avoidance of doubt, the vote Parent or approval of the stockholders of Seller) Merger Sub are necessary to authorize this Agreement or to consummate the consummation of the transactions contemplated herebyhereby (other than the filing of the Articles of Merger with the Secretary of State of the State of Tennessee). This Agreement has been duly and validly executed and delivered by Seller Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of Buyerthe Company, this Agreement constitutes the valid and binding agreement of SellerParent and Merger Sub, enforceable against Seller 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) Seller Each of Parent and Merger Sub has the all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations under enter into this Agreement and to consummate the transactions contemplated hereby. The execution, execution and delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Sole Member of Parent and the Board of Directors of SellerMerger Sub, and by Parent as the sole stockholder of Merger Sub, and no other limited liability company or corporate proceedings on the part of Seller (including, for the avoidance of doubt, the vote Parent or approval of the stockholders of Seller) Merger Sub are necessary to authorize this Agreement or to consummate the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of Buyerthe Company, this Agreement constitutes the valid and binding agreement of SellerParent and Merger Sub, enforceable against Seller 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) Seller Each of Parent and the Purchaser has the all requisite limited liability company or corporate (as applicable) power and authority to execute enter into and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated herebyby this Agreement. The execution, delivery and performance of this Agreement Agreement, and the consummation of the transactions contemplated hereby by this Agreement, have been duly and validly authorized by the Board board of Directors managers of Seller, Parent and the board of directors of the Purchaser and no other limited liability company or corporate proceedings on the part of Seller (including, for Parent or the avoidance of doubt, the vote or approval of the stockholders of Seller) Purchaser are necessary to authorize this Agreement or to consummate the consummation of the transactions contemplated herebyhereby (other than the filing of the Certificate of Merger with the Secretary of State of the State of Delaware). This Agreement has been duly and validly executed and delivered by Seller Parent and the Purchaser and, assuming this Agreement constitutes the valid and binding agreement of Buyerthe Company, this Agreement constitutes the valid and binding agreement of SellerParent and the Purchaser, enforceable against Seller each of Parent and 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) Seller Each of Parent and Merger Sub has the all requisite corporate power and authority to execute enter into and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated herebyby this Agreement, including the Financing. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by this Agreement, including the Financing (as defined herein), have been duly and validly authorized by the Board Boards of Directors of Seller, Parent and Merger Sub and no other corporate proceedings on the part of Seller (including, for the avoidance of doubt, the vote Parent or approval of the stockholders of Seller) Merger Sub are necessary to authorize this Agreement or to consummate the consummation of the transactions contemplated herebyhereby (other than the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Sub). This Agreement has been duly and validly executed and delivered by Seller Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of Buyerthe Company, this Agreement constitutes the valid and binding agreement of SellerParent and Merger Sub, enforceable against Seller 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) Seller Each of Parent and Purchaser has the all requisite corporate power and authority to execute and deliver this Agreement, to perform its their respective obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, performance and delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Seller, Parent and the Board of Directors of Purchaser and no other corporate proceedings on the part of Seller (including, for the avoidance of doubt, the vote Parent or approval of the stockholders of Seller) Purchaser are necessary to authorize this Agreement or to consummate the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller Parent and Purchaser and, assuming this Agreement constitutes the valid and binding agreement of Buyerthe Company, this Agreement constitutes the valid and binding agreement of SellerParent and Purchaser, enforceable against Seller each of Parent and 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) Seller Each of Parent and Merger Sub has the all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations under enter into this Agreement and to consummate the transactions contemplated herebyby this Agreement. The execution, execution and delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Seller, Parent and Merger Sub and no other corporate proceedings on the part of Seller (including, for the avoidance of doubt, the vote Parent or approval of the stockholders of Seller) Merger Sub are necessary to authorize this Agreement or to consummate the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of Buyerthe Company, this Agreement constitutes the valid and binding agreement of SellerParent and Merger Sub, enforceable against Seller 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) Seller Each of Parent and Merger Sub has the all requisite limited liability company or corporate power and authority to execute enter into and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated herebyby this Agreement, including the consummation of the Financing by Parent. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by this Agreement, including the Financing, have been duly and validly authorized by the members of Parent and the Board of Directors of Seller, Merger Sub and no other limited liability company or corporate proceedings on the part of Seller (including, for the avoidance of doubt, the vote Parent or approval of the stockholders of Seller) Merger Sub are necessary to authorize this Agreement the consummation of or to consummate the transactions contemplated herebyhereby (other than the filing of the Certificate of Merger with the Secretary of State of the State of Delaware). This Agreement has been duly and validly executed and delivered by Seller Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of Buyerthe Company, this Agreement constitutes the valid and binding agreement of SellerParent and Merger Sub, enforceable against Seller 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).