Common use of Enforceability; Authority; No Conflict Clause in Contracts

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of each agreement and certificate to be executed or delivered by Buyer at Closing pursuant to Section 2.6(b) (the “Buyer’s Closing Documents”), each of Buyer’s Closing Documents will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer, as the case may be, in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Buyer’s Closing Documents and to perform its obligations under this Agreement and Buyer’s Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions pursuant to (i) any provision of Buyer’s Governing Documents; (ii) any resolution adopted by the board of directors or the stockholders of Buyer; (iii) any Legal Requirement or Order to which Buyer may be subject; or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of BuyerSeller, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer Seller of each other agreement and certificate to be executed or delivered by Buyer Seller at the Closing pursuant to Section 2.6(b) (collectively, the “Buyer’s "Seller's Closing Documents”"), each of Buyer’s Seller's Closing Documents will constitute the legal, valid and binding obligation of BuyerSeller, enforceable against Buyer, as the case may be, in accordance with its respective terms. Buyer Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Buyer’s the Seller's Closing Documents and to perform its obligations under this Agreement and Buyer’s the Seller's Closing Documents, and such action has been duly authorized by all necessary corporate actionaction by Seller's shareholders and board of directors. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to preventwill, delay directly or otherwise interfere indirectly (with any or without notice or lapse of the Contemplated Transactions pursuant to time): (i) Breach (A) any provision of Buyer’s any of the Governing Documents; Documents of Seller or (iiB) any resolution adopted by the board of directors or the stockholders shareholders of Buyer; Seller; (iiiii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Buyer Seller or any of the Assets may be subject; or (iii) result in the imposition or (iv) creation of any Contract Encumbrance upon or with respect to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated TransactionsAssets.

Enforceability; Authority; No Conflict. (a) 8.3.1 This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of each agreement and certificate to be executed or delivered by Buyer at Closing pursuant to Section 2.6(b) (collectively, the “Buyer’s Buyer Closing Documents”), ) each of Buyer’s the Buyer Closing Documents will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer, as the case may be, Buyer in accordance with its respective terms. Buyer has the absolute and unrestricted right, corporate power and authority to execute and deliver this Agreement and Buyer’s the Buyer Closing Documents and to perform its obligations under this Agreement hereunder and Buyer’s Closing Documentsthereunder, and such action has been duly authorized by all necessary corporate action. [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (b) 8.3.2 Neither the execution and execution, delivery or performance of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will will: (i) give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions pursuant to Transactions; or (iii) violate any provision of Buyer’s Governing Documents; (ii) , any resolution adopted by the board of directors or the stockholders shareholders of Buyer; (iii) , or any Legal Requirement or Order to which Buyer may be subject; or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes and the Ancillary Documents constitute the legal, valid and binding obligation obligations of Buyer, enforceable against Buyer in accordance with their terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditor’s rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Buyer has the limited liability company power and authority to execute and deliver this Agreement and the Ancillary Documents, to perform its terms. Upon obligations hereunder and thereunder, and to consummate the execution and delivery by Buyer of each agreement and certificate to be executed or delivered by Buyer at Closing pursuant to Section 2.6(b) (the “Buyer’s Closing Documents”), each of Buyer’s Closing Documents will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer, as the case may be, in accordance with its respective termsTransactions. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Buyer’s Closing the other Ancillary Documents to which it is a party and to perform its respective obligations under this Agreement hereunder and Buyer’s Closing Documentsthereunder, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement action by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions pursuant to (i) any provision of Buyer’s Governing Documents; (ii) any resolution adopted by the and its board of directors or the stockholders of Buyer; managers (iii) any Legal Requirement or Order to which Buyer may be subject; or (iv) any Contract to which Buyer is a party or by which Buyer may be boundas applicable). Buyer is not and will not be required to obtain any Consent from any Person in connection with Neither the execution and delivery of this Agreement or the Ancillary Documents to which Buyer is a party nor the consummation or performance of the Transactions by Buyer will, directly or indirectly (with or without notice or lapse of time), (i) contravene, violate or conflict with any provision of any of the Contemplated Transactionsgoverning documents of Buyer or any resolution adopted by Buyer’s board of directors or managers (as applicable); or (ii) afford any Person the right to challenge the Transactions or to exercise any remedy or obtain any relief under any Legal Requirements to which Buyer may be subject.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of each agreement and certificate to be executed or delivered by Buyer at Closing pursuant to Section 2.6(b) (the “Buyer’s Closing Documents”), each of the Buyer’s Closing Documents will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer, as the case may be, in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Buyer’s Closing Documents and to perform its obligations under this Agreement and the Buyer’s Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions pursuant to (i) any provision of Buyer’s Governing Documents; (ii) any resolution adopted by the board of directors or the stockholders shareholder of Buyer; (iii) any Legal Requirement or Order to which Buyer may be subject; or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of BuyerBuyer and Parent, enforceable against Buyer and Parent in accordance with its terms. Upon the execution and delivery by Buyer or Parent of each agreement and certificate to be executed or delivered by Buyer or Parent at Closing pursuant to Section 2.6(b2.7(b) (the “Buyer’s Closing Documents”), each of Buyer’s Closing Documents will constitute the legal, valid and binding obligation of BuyerBuyer and/or Parent, as applicable, enforceable against BuyerBuyer or Parent, as the case may be, in accordance with its respective terms. Buyer has and Parent have the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Buyer’s Closing Documents and to perform its obligations under this Agreement and Buyer’s Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer and Parent nor the consummation or performance of any of the Contemplated Transactions by Buyer and Parent will give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions pursuant to (i) any provision of Buyer’s the applicable Governing Documents; (ii) any resolution adopted by the board of directors or the stockholders of BuyerBuyer or Parent; (iii) any Legal Requirement or Order to which Buyer or Parent may be subject; or (iv) any Contract to which Buyer or Parent is a party or by which Buyer or Parent may be bound. Neither Buyer nor Parent is not and or will not be required to obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of each agreement and certificate the other agreements to be executed or delivered by Buyer at Closing pursuant to Section 2.6(b) (collectively, the “Buyer’s Closing Documents”), each of the Buyer’s Closing Documents will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer, as the case may be, Buyer in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Buyer’s Closing Documents and to perform its obligations under this Agreement and the Buyer’s Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions pursuant to to: (i) any provision of Buyer’s Governing Documents; ; (ii) any resolution adopted by the board of directors or the stockholders shareholders of Buyer; ; (iii) any Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Assignment and Assumption Agreement, the Promissory Note, the Gaithersburg Lease Assignment, the Security Agreement, and each other agreement and certificate to be executed or delivered by Buyer at Closing pursuant to Section 2.6(b) (collectively, the “Buyer’s Closing Documents”), each of the Buyer’s Closing Documents will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer, as the case may be, Buyer in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Buyer’s Closing Documents and to perform its obligations under this Agreement and the Buyer’s Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions pursuant to to: (i) any provision of Buyer’s Governing Documents; articles of incorporation or bylaws; (ii) any resolution adopted by the board of directors or the stockholders shareholders of Buyer; ; (iii) any Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Except for the Lender, Buyer is not and will not be required to obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of each agreement and certificate to be executed or delivered by Buyer at Closing pursuant to Section 2.6(b) (collectively, the “Buyer’s Closing Documents”), each of Buyer’s Closing Documents will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer, as the case may be, Buyer in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Buyer’s Closing Documents and to perform its obligations under this Agreement and Buyer’s Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions pursuant to (i) any provision of Buyer’s Governing Documents; , (ii) any resolution adopted by the board of directors or the stockholders shareholders of Buyer; , (iii) any Legal Requirement or Order to which Buyer may be subject; subject or (iv) any Contract contract to which Buyer is a party or by which Buyer may be bound. . (c) Buyer is not and will not be required to obtain any required Consent from any Person its Board of Directors in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of BuyerSeller to the best of Seller’s knowledge, enforceable against Buyer Seller in accordance with its terms. Upon the execution and delivery by Buyer Seller of each agreement and certificate to be executed or delivered by Buyer Seller at the Closing pursuant to Section 2.6(b) (collectively, the “BuyerSeller’s Closing Documents”), each of BuyerSeller’s Closing Documents will constitute the legal, valid and binding obligation of BuyerSeller, enforceable against Buyer, as the case may be, Seller in accordance with its respective terms. Buyer Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Buyerthe Seller’s Closing Documents to which it is a party and to perform its obligations under this Agreement and Buyerthe Seller’s Closing Documents, and such action has been duly authorized by all necessary corporate actionaction by Seller’s directors and shareholders. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to preventwill, delay directly or otherwise interfere indirectly (with any or without notice or lapse of the Contemplated Transactions pursuant to time): (i) breach (A) any provision of Buyer’s any of the Governing Documents; Documents of Seller or (iiB) any resolution adopted by the board of directors or shareholders of Seller; (ii) result in the stockholders imposition or creation of Buyer; any new Encumbrances upon or with respect to any of the Assets except as disclosed. (iiic) any Legal Requirement or Order Except for the consent of the Arkansas Department of Economic Development (the “XXX”) to which Buyer may be subject; or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Buyer the Parties entering into the Personal Property Lease, Seller is not and will not be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) The execution, delivery and performance of this Agreement by Sellers have been duly authorized by all necessary corporate action by each Seller. This Agreement has been duly and validly executed and delivered by each Seller and constitutes the legal, valid and binding obligation of Buyereach Seller, enforceable against Buyer such Seller in accordance with its terms. Upon , except as may be limited by (a) applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws from time to time in effect which affect creditors’ rights generally, or (b) legal and equitable limitations on the execution and delivery by Buyer availability of each agreement and certificate to be executed or delivered by Buyer at Closing pursuant to Section 2.6(b) (the “Buyer’s Closing Documents”), each of Buyer’s Closing Documents will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer, as the case may be, in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Buyer’s Closing Documents and to perform its obligations under this Agreement and Buyer’s Closing Documents, and such action has been duly authorized by all necessary corporate actionspecific remedies. (b) Neither the The execution and delivery of this Agreement by Buyer nor Sellers, and the consummation or performance of any of the Contemplated Transactions transactions contemplated hereby and the performance by Buyer will give any Person the right to preventSellers of their respective obligations hereunder, delay does not: (a) violate or otherwise interfere conflict with any term, condition or provision of the Contemplated Transactions pursuant to (i) any provision the articles of Buyer’s Governing Documents; incorporation or bylaws of either of the Sellers, (ii) any resolution adopted by the board of directors or the stockholders of Buyer; (iii) any Legal Requirement or Order to which Buyer may be subject; or (iv) any Contract to which Buyer either of the Sellers is a party or by which Buyer may any of their respective properties are bound, or (iii) any Law applicable to either of the Sellers and which violation would, in the case of clauses (ii) and (iii), reasonably be bound. Buyer expected to have a Material Adverse Effect; or (b) result in the creation of any Lien upon any of the properties of either of the Sellers or give to others (other than to Buyer) any interest or right in any of their respective properties, including, a right to purchase any of such properties, except where such Lien, right or interest is not and will not be reasonably expected to have a Material Adverse Effect. No authorization, consent, or approval of, or filing with, any Governmental Authority is required to obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation of, or performance by Sellers of any of the Contemplated Transactionstheir respective obligations under, this Agreement.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of each agreement and certificate to be executed or delivered by Buyer at Closing pursuant to Section 2.6(b) (the “Buyer’s Closing Documents”), each of the Buyer’s Closing Documents will will (b) constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer, as the case may be, in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Buyer’s Closing Documents and to perform its obligations under this Agreement and the Buyer’s Closing Documents, and such action has been duly authorized by all necessary corporate action. (bc) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions pursuant to (i) any provision of Buyer’s Governing Documents; (ii) any resolution adopted by the board of directors or the stockholders shareholder of Buyer; (iii) any Legal Requirement or Order to which Buyer may be subject; or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of each agreement and certificate of the documents referred to be executed or delivered by Buyer at Closing pursuant to in Section 2.6(b2.4(a) (collectively, the “"Buyer’s 's Closing Documents”"), each of Buyer’s 's Closing Documents will constitute the legal, valid valid, and binding obligation obligations of Buyer, enforceable against Buyer, as the case may be, Buyer in accordance with its respective terms. Buyer has the absolute and unrestricted right, power power, authority, and authority capacity to execute and deliver this Agreement and Buyer’s 's Closing Documents and to perform its obligations under this Agreement hereunder and Buyer’s Closing Documents, and such action has been duly authorized by all necessary corporate actionthereunder. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions pursuant to (i) any provision of Buyer’s Governing 's Organizational Documents; (ii) any resolution adopted by the board of directors or the stockholders of Buyer; (iii) any Legal Requirement or any Order to which Buyer may be subject; : or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. . (c) Buyer is not and will not be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as the enforceability thereof may be limited by the General Enforceability Exceptions. Upon the execution and delivery by Buyer of each other agreement and certificate to be executed or delivered by Buyer at Closing pursuant to Section 2.6(b) (collectively, the “Buyer’s Buyer Closing Documents”), each of Buyer’s the Buyer Closing Documents will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer, as the case may be, Buyer in accordance with its respective terms, except as the enforceability thereof may be limited by the General Enforceability Exceptions. Buyer has the absolute and unrestricted requisite right, power and authority to execute and deliver this Agreement and Buyer’s the Buyer Closing Documents and to perform its obligations under this Agreement and Buyer’s the Buyer Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions transactions contemplated hereby by Buyer will breach or otherwise give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions transactions contemplated hereby pursuant to to: (i) any provision of Buyer’s Governing Documents; (ii) any resolution adopted by the board of directors or the stockholders shareholders of Buyer; or (iii) any Legal Requirement or Order to which Buyer may be subject; or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of each agreement and certificate to be executed or and delivered by Buyer at Closing pursuant to Section 2.6(b) (the “Buyer’s Closing Documents”), each of Buyer’s Closing Documents will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer, as the case may be, in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Buyer’s Closing Documents and to perform its obligations under this Agreement and Buyer’s Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions pursuant to (i) any provision of Buyer’s Governing Documents; (ii) any resolution adopted by the board of directors or the stockholders of Buyer; (iii) any Legal Requirement or Order to which Buyer may be subject; or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) 6.2.1. This Agreement constitutes the legal, valid valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Assignments and each other agreement and certificate to be executed or delivered by Buyer at Closing pursuant to Section 2.6(b) (collectively, the “Buyer’s Closing Documents”), each of the Buyer’s Closing Documents will constitute the legal, valid valid, and binding obligation of Buyer, enforceable against Buyer, as the case may be, Buyer in accordance with its respective terms. Buyer has the absolute and unrestricted right, power power, and authority to execute and deliver this Agreement and the Buyer’s Closing Documents and to perform its obligations under this Agreement and the Buyer’s Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither 6.2.2. Except as set forth in Schedule 6.2.2., neither the execution and delivery of this Agreement by Buyer Buyer, nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to (ia) any provision of Buyer’s Governing Documents; governing documents, (iib) any resolution adopted by the board of directors or the stockholders shareholders of Buyer; , (iiic) any Legal Requirement legal requirement or Order to which Buyer may be subject; , or (ivd) any Contract to which Buyer is a party or by which Buyer may be bound. 6.2.3. Except as set forth in Schedule 6.2.3, Buyer is not and will not be required to obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of BuyerSeller, enforceable against Buyer it in accordance with its terms. Upon the execution terms and delivery by Buyer of each agreement and certificate to be executed or delivered by Buyer at Closing pursuant to Section 2.6(b) (the “Buyer’s Closing Documents”), each of Buyer’s Seller's Closing Documents will constitute the legal, valid valid, and binding obligation of BuyerSeller, enforceable against Buyer, as the case may be, in accordance with its respective termsSellers. Buyer Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Buyer’s Closing Documents and to perform its obligations under this Agreement and Buyer’s Closing DocumentsAgreement, and such action has been duly authorized by all necessary corporate actionaction by Seller's shareholders and board of directors. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to preventwill, delay directly or otherwise interfere indirectly (with any or without notice or lapse of the Contemplated Transactions pursuant to time): (i) Breach (A) any provision of Buyer’s any of the Governing Documents; Documents of Seller or (iiB) any resolution adopted by the board of directors or the stockholders shareholders of BuyerSeller; (ii) except as disclosed in Exhibit 7.3, Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract; or (iii) result in the imposition or creation of any Legal Requirement Encumbrance upon or Order with respect to which Buyer may be subject; or any of the Assets. (ivc) any Contract to which Buyer is a party or by which Buyer may be bound. Buyer Except as provided under Section 367.071, Florida Statutes, and applicable equivalent County Regulatory provisions, Seller is not and will not be required to give any notice to or obtain any Consent material consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated TransactionsTransactions except as set forth in Exhibit 3.2(c).

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Assignment and Assumption Agreement, the Escrow Agreement, the Employment Agreements, and each other agreement and certificate to be executed or delivered by Buyer at Closing pursuant to Section 2.6(b) (collectively, the “Buyer’s Closing Documents”"BUYER'S CLOSING DOCUMENTS"), each of the Buyer’s 's Closing Documents will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer, as the case may be, Buyer in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Buyer’s 's Closing Documents and to perform its obligations under this Agreement and the Buyer’s 's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions pursuant to to: (i1) any provision of Buyer’s 's Governing Documents; (ii2) any resolution adopted by the board of directors or the stockholders shareholders of Buyer; (iii3) any Legal Requirement or Order to which Buyer may be subject; or (iv4) any Contract to which Buyer is a party or by which Buyer may be bound. . (c) Buyer is not and will not be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.