Common use of Corporate Authorization; Enforceability Clause in Contracts

Corporate Authorization; Enforceability. The execution, delivery and performance by GAIA of this Agreement and each of the Ancillary Agreements to which it will be a party are within GAIA's corporate power and have been duly authorized by the Supervisory Board of GAIA, and no other corporate action on the part of GAIA is necessary to authorize this Agreement or any of the Ancillary Agreements to which GAIA will be a party at the Closing. This Agreement has been, and each of the Ancillary Agreements to which GAIA will be a party will be, duly executed and delivered by GAIA. Assuming the due execution and delivery of this Agreement and each of the Ancillary Agreements to which GAIA will be a party, this Agreement constitutes, and each Ancillary Closing Agreement to which GAIA will be a party will constitute, valid and binding agreements of GAIA, enforceable against 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 GAIA LTC of this Agreement and each of the Ancillary Agreements to which it will be a party are within GAIALTC's corporate power powers and have been duly authorized by the Supervisory Board of GAIA, Directors of LTC and no other corporate action on the part of GAIA LTC is necessary to authorize this Agreement or any of the Ancillary Agreements to which GAIA LTC will be a party at the Closing. This Agreement has been, and each of the Ancillary Agreements to which GAIA LTC will be a party will be, duly executed and delivered by GAIALTC. Assuming the due execution and delivery of this Agreement and each of the Ancillary Agreements to which GAIA LTC will be a party, this Agreement constitutes, and each Ancillary Closing Agreement Agreements to which GAIA LTC will be a party will constitute, the valid and binding agreements agreement of GAIALTC, enforceable against GAIA 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 GAIA LTC of this Agreement Agreement, the Interim Agreements and each of the Ancillary Closing Agreements to which it will be a party are within GAIALTC's corporate power powers and have been duly authorized by the Supervisory Board board of GAIAdirectors of LTC and, and subject to the approval by the shareholders of LTC, no other corporate action on the part of GAIA LTC is necessary to authorize this Agreement Agreement, the Interim Agreements or any of the Ancillary Closing Agreements to which GAIA 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 GAIA LTC will be a party will be, be duly executed and delivered by GAIA. LTC Assuming the due execution and delivery of this Agreement and each of the Ancillary Closing Agreements and Interim Agreements to which GAIA LTC will be a partyparty and assuming approval by the shareholders of LTC, this Agreement constitutes, and each Ancillary Closing Agreement Agreements and Interim Agreements to which GAIA LTC will be a party will constitute, valid and binding agreements of GAIALTC, enforceable against GAIA 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.