Common use of Corporate Authorization; Enforceability Clause in Contracts

Corporate Authorization; Enforceability. The execution, delivery and performance by LTC of this Agreement and each of the Ancillary Agreements to which it will be a party are within LTC's corporate powers and have been duly authorized by the Board of Directors of LTC and no other corporate action on the part of LTC is necessary to authorize this Agreement or any of the Ancillary Agreements to which LTC will be a party at the Closing. This Agreement has been, and each of the Ancillary Agreements to which LTC will be a party will be, duly executed and delivered by LTC. Assuming the due execution and delivery of this Agreement and each of the Ancillary Agreements to which LTC will be a party, this Agreement constitutes, and each Ancillary Agreements to which LTC will be a party will constitute, the valid and binding agreement of LTC, enforceable against LTC in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general principles of equity.

Corporate Authorization; Enforceability. The execution, delivery and performance by LTC of this Agreement Agreement, the Interim Agreements and each of the Ancillary Closing Agreements to which it will be a party are within LTC's corporate powers and have been duly authorized by the Board board of Directors directors of LTC and and, subject to the approval by the shareholders of LTC, no other corporate action on the part of LTC is necessary to authorize this Agreement Agreement, the Interim Agreements or any of the Ancillary Closing Agreements to which LTC will be a party at the Closing. This Agreement has beenAgreement, and the Bridge Loan Financing Agreements, each of the Ancillary Closing Agreements and Interim Agreements to which LTC will be a party will be, be duly executed and delivered by LTC. LTC Assuming the due execution and delivery of this Agreement and each of the Ancillary Closing Agreements and Interim Agreements to which LTC will be a partyparty and assuming approval by the shareholders of LTC, this Agreement constitutes, and each Ancillary Closing Agreements and Interim Agreements to which LTC will be a party will constitute, the valid and binding agreement agreements of LTC, enforceable against LTC in accordance with its their terms, except to the extent that its their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general principles of equity.

Corporate Authorization; Enforceability. The execution, delivery and performance by LTC GAIA of this Agreement and each of the Ancillary Agreements to which it will be a party are within LTCGAIA's corporate powers power and have been duly authorized by the Supervisory Board of Directors of LTC GAIA, and no other corporate action on the part of LTC GAIA is necessary to authorize this Agreement or any of the Ancillary Agreements to which LTC GAIA will be a party at the Closing. This Agreement has been, and each of the Ancillary Agreements to which LTC GAIA will be a party will be, duly executed and delivered by LTCGAIA. Assuming the due execution and delivery of this Agreement and each of the Ancillary Agreements to which LTC GAIA will be a party, this Agreement constitutes, and each Ancillary Agreements Closing Agreement to which LTC GAIA will be a party will constitute, the valid and binding agreement agreements of LTCGAIA, enforceable against LTC GAIA in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general principles of equity.

Corporate Authorization; Enforceability. The execution, delivery and performance by LTC the Company and IACNA of this Agreement and each of the Ancillary Agreements to which it or IACNA will be a party are at the Closing are, and will be at the Closing, within LTC's its corporate powers and have been duly authorized by the Board of Directors of LTC and no other corporate action on the part of LTC the Company or IACNA, as applicable, is necessary to authorize this Agreement or any of the Ancillary Agreements to which LTC any of them will be a party at the Closing. This Agreement has been, and each of the Ancillary Agreements to which LTC the Company and IACNA will be a party at the Closing will behave been, duly executed and delivered by LTCthe Company and IACNA, as applicable. Assuming the due execution and delivery of this Agreement and each of the Ancillary Agreements to which LTC the Company or IACNA will be a partyparty at the Closing by Lear, its affiliates and the Sale Companies, this Agreement constitutes, and each Ancillary Agreements Agreement to which LTC the Company or IACNA will be a party at the Closing will constituteconstitute at the Closing, the valid and binding agreement agreements of LTCthe Company or IACNA, enforceable against LTC them in accordance with its their terms, except to the extent that its their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' ’ rights generally and by general principles of equityequitable principles.