Common use of Corporate Authorization; Enforceability Clause in Contracts

Corporate Authorization; Enforceability. The execution, delivery and performance by the Purchaser of this Agreement and each of the Ancillary Agreements to which it will be a party at the Closing are, and will be at the Closing, within the Purchaser's corporate power and have been duly authorized by the board of directors of the Purchaser and no other corporate action on the part of the Purchaser is necessary to authorize this Agreement or any of the Ancillary Agreements to which the Purchaser will be a party at the Closing. This Agreement has been, and each of the Ancillary Agreements to which the Purchaser will be a party at the Closing will have been, duly executed and delivered by the Purchaser. Assuming the due execution and delivery by the Company and the Sellers of this Agreement and each of the Ancillary Agreements to which the Purchaser will be a party at the Closing, this Agreement constitutes, and each Ancillary Agreement to which the Purchaser will be a party at the Closing will constitute at the Closing, valid and binding agreements of the Purchaser, enforceable against the Purchaser in accordance with their terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors' rights generally and by general principles of equity (whether applied in a proceeding at law or in equity).

Corporate Authorization; Enforceability. The execution, delivery and performance by the Purchaser Seller of this Agreement and each of the Ancillary Agreements to which it will be a party at the Closing are, and will be at the Closing, within the Purchaser's Seller’s corporate power powers and have been duly authorized by the board of directors and sole stockholder of the Purchaser Seller, and no other corporate action on the part of the Purchaser Seller is necessary to authorize this Agreement or any of the Ancillary Agreements to which the Purchaser Seller will be a party at the Closing. This Agreement has been, and each of the Ancillary Agreements to which the Purchaser Seller will be a party at the Closing will have been, duly executed and delivered by the PurchaserSeller. Assuming the due execution and delivery by the Company and the Sellers Purchaser of this Agreement and each of the Ancillary Agreements to which the Purchaser Seller will be a party at the Closing, this Agreement constitutes, and each Ancillary Agreement to which the Purchaser or Seller will be a party at the Closing will constitute at the Closing, valid and binding agreements of the PurchaserSeller, enforceable against the Purchaser each in accordance with their terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors' ’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity).

Corporate Authorization; Enforceability. The execution, delivery and performance by the Purchaser of this Agreement and each of the Ancillary Agreements to which it will be a party at the Closing are, and will be at the Closing, within the Purchaser's ’s corporate power and have been duly authorized by the board of directors of the Purchaser and no other corporate action on the part of the Purchaser is necessary to authorize this Agreement or any of the Ancillary Agreements to which the Purchaser will be a party at the Closing. This Agreement has been, and each of the Ancillary Agreements to which the Purchaser will be a party at the Closing will have been, duly executed and delivered by the Purchaser. Assuming the due execution and delivery by the Company and the Sellers Seller of this Agreement and each of the Ancillary Agreements to which the Purchaser will be a party at the Closing, this Agreement constitutes, and each Ancillary Agreement to which the Purchaser Purchase will be a party at the Closing will constitute at the Closing, valid and binding agreements of the Purchaser, enforceable against the Purchaser in accordance with their terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors' ’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity).

Corporate Authorization; Enforceability. The execution, delivery and performance by the Purchaser of this Agreement and each of the Ancillary Agreements to which it will be a party at the Closing are, and will be at the Closing, within the Purchaser's ’s corporate power and have been duly authorized by the board of directors of the Purchaser and no other corporate action on the part of the Purchaser is necessary to authorize this Agreement or any of the Ancillary Agreements to which the Purchaser will be a party at the Closing. This Agreement has been, and each of the Ancillary Agreements to which the Purchaser will be a party at the Closing will have been, duly executed and delivered by the Purchaser. Assuming the due execution and delivery by the Company and the Sellers of this Agreement and the parties to each of the Ancillary Agreements to which the Purchaser will be a party at the Closing, this Agreement constitutes, and each Ancillary Agreement to which the Purchaser will be a party at the Closing will constitute at the Closing, valid and binding agreements of the Purchaser, enforceable against the Purchaser in accordance with their terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors' ’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity).

Corporate Authorization; Enforceability. The execution, delivery and performance by the Purchaser of this Agreement and each of the Ancillary Agreements to which it will be a party at the Closing are, and will be at the Closing, within the Purchaser's corporate power and have been duly authorized by the board of directors of the Purchaser and no other corporate action on the part of the Purchaser is necessary to authorize this Agreement or any of the Ancillary Agreements to which the Purchaser will be a party at the Closing. This Agreement has been, and each of the Ancillary Agreements to which the Purchaser will be a party at the Closing will have been, duly executed and delivered by the Purchaser. Assuming the due execution and delivery by the Company Stockholder and the Sellers Seller of this Agreement and each of the Ancillary Agreements to which the Purchaser will be a party at the Closing, this Agreement constitutes, and each Ancillary Agreement to which the Purchaser Purchase will be a party at the Closing will constitute at the Closing, valid and binding agreements of the Purchaser, enforceable against the Purchaser in accordance with their terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors' rights generally and by general principles of equity (whether applied in a proceeding at law or in equity).

Corporate Authorization; Enforceability. The execution, delivery and performance by the Purchaser of this Agreement and each of the Ancillary Agreements to which it will be a party at the Closing are, and will be at the Closing, within the Purchaser's corporate ’s power and have been duly authorized by the board of directors of the Purchaser in accordance with its organizational documents and no other corporate action on the part of the Purchaser is necessary to authorize this Agreement or any of the Ancillary Agreements to which the Purchaser will be a party at the Closing. This Agreement has been, and each of the Ancillary Agreements to which the Purchaser will be a party at the Closing will have been, duly executed and delivered by the Purchaser. Assuming the due execution and delivery by the Company and the Sellers Seller of this Agreement and each of the Ancillary Agreements to which the Purchaser will be a party at the Closing, this Agreement constitutes, and each Ancillary Agreement to which the Purchaser Purchase will be a party at the Closing will constitute at the Closing, valid and binding agreements of the Purchaser, enforceable against the Purchaser in accordance with their terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors' ’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity).

Corporate Authorization; Enforceability. The execution, delivery and performance by the Purchaser Buyers of this Agreement and each of the Ancillary Agreements to which it they will be a party at the Closing are, and will be at the Closing, within the Purchaser's their corporate power powers and have been duly authorized by the board of directors of the Purchaser and no other corporate action on the part of any of the Purchaser Buyers is necessary to authorize this Agreement or any of the Ancillary Agreements to which the Purchaser Buyers will be a party at the Closing. This Agreement has been, and each of the Ancillary Agreements to which any of the Purchaser Buyers will be a party at the Closing will have been, duly executed and delivered by each of the PurchaserBuyers. Assuming the due execution and delivery by the Company and the Sellers of this Agreement and each of the Ancillary Agreements to which any of the Purchaser Buyers will be a party at the ClosingClosing by the Sellers, this Agreement constitutes, and each Ancillary Agreement to which any of the Purchaser Buyers will be a party at the Closing will constitute at the Closing, valid and binding agreements of each of the PurchaserBuyers, enforceable against the Purchaser them in accordance with their terms, except as such enforcement to the extent that their enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other and similar laws affecting the enforcement of creditors' rights generally and by general principles of equity (whether applied in a proceeding at law or in equity)equitable principles.

Corporate Authorization; Enforceability. The execution, delivery and performance by the Purchaser of this Agreement and each of the Ancillary Agreements to which it will be a party at the Closing are, and will be at the Closing, within the Purchaser's corporate power and have been duly authorized by the board of directors of the Purchaser and no other corporate action on the part of the Purchaser is necessary to authorize this Agreement or any of the Ancillary Agreements to which the Purchaser will be a party at the Closing. This Agreement has been, and each of the Ancillary Agreements to which the Purchaser will be a party at the Closing will have been, duly executed and delivered by the Purchaser. Assuming the due execution and delivery by the Company Companies and the Sellers of this Agreement and each of the Ancillary Agreements to which the Purchaser will be a party at the Closing, this Agreement constitutes, and each Ancillary Agreement to which the Purchaser will be a party at the Closing will constitute at the Closing, valid and binding agreements of the Purchaser, enforceable against the Purchaser in accordance with their terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors' rights generally and by general principles of equity (whether applied in a proceeding at law or in equity).

Corporate Authorization; Enforceability. The execution, delivery and performance by the Purchaser of this Agreement and each of the Ancillary Agreements to which it will be a party at the Closing are, and will be at the Closing, within the Purchaser's ’s corporate power and have been duly authorized by the board of directors of the Purchaser and no other corporate action on the part of the Purchaser is necessary to authorize this Agreement or any of the Ancillary Agreements to which the Purchaser will be a party at the Closing. This Agreement has been, and each of the Ancillary Agreements to which the Purchaser will be a party at the Closing will have been, duly executed and delivered by the Purchaser. Assuming the due execution and delivery by the Company DS LLC, BCCM and the Sellers of this Agreement and each of the Ancillary Agreements to which the Purchaser will be a party at the Closing, this Agreement constitutes, and each Ancillary Agreement to which the Purchaser will be a party at the Closing will constitute at the Closing, valid and binding agreements of the Purchaser, enforceable against the Purchaser in accordance with their terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors' ’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity).