Common use of Due Authorization, Execution and Delivery; Enforceability Clause in Contracts

Due Authorization, Execution and Delivery; Enforceability. Buyer has all requisite corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is (or will become at Closing) a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is (or will become at Closing) a party and the consummation of the Transactions have been duly and validly authorized by all requisite corporate action on the part of Buyer and no other corporate action on the part of Buyer is necessary to authorize this Agreement and such other Transaction Documents and to consummate the Transactions. This Agreement and the other Transaction Documents to which Buyer is (or will become at Closing) party have been (or will be) duly and validly executed and delivered by Buyer and (assuming the due authorization, execution and delivery by all parties hereto and thereto, other than Buyer) constitute (or will constitute) valid and binding obligations of Buyer enforceable against Buyer in accordance with their terms, in each case except as enforceability may be limited by applicable bankruptcy, insolvency or similar Laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.

Due Authorization, Execution and Delivery; Enforceability. Buyer has all requisite corporate limited liability company power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is (or will become at Closing) a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is (or will become at Closing) a party and the consummation of the Transactions have been duly and validly authorized by all requisite corporate action on the part of Buyer and no other corporate action on the part of Buyer is necessary to authorize this Agreement and such other Transaction Documents and to consummate the Transactions (subject, in the case of the obligation to consummate the Transactions, to the entry of the Sale Order). This Agreement and the other Transaction Documents to which Buyer is (or will become at Closing) party have been (or will be) duly and validly executed and delivered by Buyer and (assuming the due authorization, execution and delivery by all parties hereto and thereto, other than Buyer) constitute (or will constitute) valid and binding obligations of Buyer enforceable against Buyer in accordance with their termsterms (subject to the entry of the Sale Order), in each case except as enforceability may be limited by applicable bankruptcy, insolvency or similar Laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.

Due Authorization, Execution and Delivery; Enforceability. Buyer has all requisite corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is (or will become at Closing) a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is (or will become at Closing) a party and the consummation of the Transactions have been duly and validly authorized by all requisite corporate action on the part of Buyer and no other corporate action on the part of Buyer is necessary to authorize this Agreement and such other Transaction Documents and to consummate the Transactions (subject, in the case of the obligation to consummate the Transactions, to the entry of the Sale Order). This Agreement and the other Transaction Documents to which Buyer is (or will become at Closing) party have been (or will be) duly and validly executed and delivered by Buyer and (assuming the due authorization, execution and delivery by all parties hereto and thereto, other than Buyer) constitute (or will constitute) valid and binding obligations of Buyer enforceable against Buyer in accordance with their termsterms (subject to the entry of the Sale Order), in each case except as enforceability may be limited by applicable bankruptcy, insolvency or similar Laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.

Due Authorization, Execution and Delivery; Enforceability. Buyer (a) Each Seller has all the requisite corporate company power and authority to execute and deliver this Agreement and enter into the other Transaction Documents to which it is (or will become at Closing) a party and party, to perform carry out its obligations hereunder and thereunder. The execution, delivery and performance by Buyer of this Agreement and under the other Transaction Documents to which it is (or will become at Closing) a party party, and to consummate the transactions contemplated in the Transaction Documents to which it is a party. The execution and delivery by each Seller of the Transaction Documents to which it is a party, the performance by each Seller of its obligations under the Transaction Documents to which it is a party, and the consummation by each Seller of the Transactions to which it is a party have been duly and validly authorized by all requisite corporate action on company action. Each of the part of Buyer and no other corporate action on the part of Buyer is necessary to authorize this Agreement and such other Transaction Documents and to consummate the Transactions. This Agreement and the other Transaction Documents to which Buyer a Seller is (or will become at Closing) a party have has been (or will be) duly and validly executed and delivered by Buyer such Seller and (assuming constitutes the due authorizationlegal, execution and delivery by all parties hereto and thereto, other than Buyer) constitute (or will constitute) valid and binding obligations obligation of Buyer such Seller, enforceable against Buyer such Seller in accordance with their its terms, in each case except as such enforceability may be limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or by equitable principles relating in equity). (b) As of the date hereof, and prior to enforceabilitythe Contribution and Conversion, BBI has all necessary corporate power and authority to own and operate the Company Assets. (c) At the Closing Time, Company will have all necessary corporate power and authority to own and operate the Company Assets.

Due Authorization, Execution and Delivery; Enforceability. Buyer has all requisite corporate limited liability company power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is (or will become at Closing) a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is (or will become at Closing) a party and the consummation of the Transactions have been duly and validly authorized by all requisite corporate action on the part of Buyer and no other corporate action on the part of Buyer is necessary to authorize this Agreement and such other Transaction Documents and to consummate the Transactions (subject, in the case of the obligation to consummate the Transactions, to the entry of the Sale Order). This Agreement and the other Transaction Documents to which Buyer is (or will become at Closing) party have been (or will be) duly and validly executed and delivered by Buyer Bxxxx and (assuming the due authorization, execution and delivery by all parties hereto and thereto, other than Buyer) constitute (or will constitute) valid and binding obligations of Buyer enforceable against Buyer in accordance with their termsterms (subject to the entry of the Sale Order), in each case except as enforceability may be limited by subject to applicable bankruptcy, insolvency insolvency, moratorium, or other similar Laws affecting the enforcement of laws relating to creditors’ rights generally or by equitable and general principles relating to enforceabilityof equity.