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 Seller, enforceable against Seller in accordance with its terms (except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally or by principle governing the availability of equitable remedies). Upon the execution and delivery by Seller of each other agreement to be executed or delivered by Seller at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms (except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally or by principle governing the availability of equitable remedies). Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing Documents and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has been duly authorized by all necessary corporate action.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid valid, and binding obligation of SellerBuyer, enforceable against Seller Buyer in accordance with its terms (terms, except to the extent that enforceability thereof as such may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, moratorium liquidation, conservatorship, receivership, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors' rights generally or ’ rights, and by principle governing the availability general principles of equitable remedies)equity. Upon the execution and delivery by Seller Buyer of the Assignment and Assumption Agreement and each other agreement to be executed or and delivered by Seller Buyer at the Closing (collectively, the "Seller's “Buyer’s Closing Documents"”), each of Seller's the Buyer’s Closing Documents will constitute the legal, valid valid, and binding obligation of SellerBuyer, enforceable against Seller Buyer in accordance with its terms (respective terms, except to the extent that enforceability thereof as such may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, moratorium liquidation, conservatorship, receivership, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors' rights generally or ’ rights, and by principle governing the availability general principles of equitable remedies)equity. Seller Buyer has the absolute and unrestricted right, power power, and authority to execute and deliver this Agreement and the Seller's Buyer’s Closing Documents and to perform its obligations under this Agreement and the Seller's Buyer’s Closing Documents, and such action has been duly authorized by all necessary corporate action.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms (except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally or by principle governing the availability of equitable remedies)terms. Upon the execution and delivery by Seller of each other agreement the Transaction Documents to be executed or delivered by Seller at the Closing (collectively, the "“Seller's ’s Closing Documents"”), each of Seller's ’s Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms (terms, except to the extent that enforceability thereof as such enforcement may be limited by (i) applicable bankruptcy, reorganization, insolvency, reorganizationliquidation, fraudulent conveyance, moratorium or other similar laws relating to or affecting the enforcement of creditors' ’ rights generally and remedies generally, (ii) applicable laws, court decisions and general principles of equity (regardless of whether such enforceability is adjudicated in proceeding in equity or by principle governing at law), (iii) procedural requirements of law applicable to conflicts of laws principles and the availability exercise of equitable remediescreditors’ rights and remedies generally, and (iv) matters of public policy (“Equitable Exceptions”). Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary corporate actionaction by Seller’s shareholders and board of directors.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against Seller it in accordance with its terms (terms, except to as the extent that enforceability enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other and similar laws affecting creditors' the rights of creditors generally or and by principle governing the availability of equitable remedies)principles. Upon the execution and delivery by Seller of the Xxxx of Sale, Assignment and Assumption, and each other agreement to be executed or delivered by Seller at the Closing (collectively, the "Seller's Closing Documents"), each and the execution and delivery of Seller's such documents by the other parties thereto, Seller "s Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against Seller it in accordance with its terms (terms, except to as the extent that enforceability enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other and similar laws affecting creditors' the rights of creditors generally or and by principle governing the availability of equitable remedies)principles. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing Documents and to perform its obligations under this Agreement and the Seller's Closing Documents, Documents and such action has been duly authorized by all necessary corporate actionaction by Seller's shareholder and Board of Directors.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid valid, and binding obligation of Seller, enforceable against Seller it in accordance with its terms (except to the extent that enforceability thereof as such may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, moratorium liquidation, conservatorship, receivership, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors' rights generally or ’ rights, and by principle governing the availability general principles of equitable remedies)equity. Upon .Upon the execution and delivery by Seller of the Xxxx of Sale, Assignment and Assumption Agreement, and each other agreement to be executed or and delivered by Seller at the Closing (collectively, the "“Seller's ’s Closing Documents"”), each of Seller's ’s Closing Documents will constitute the legal, valid valid, and binding obligation of Seller, enforceable against Seller it in accordance with its terms (terms, except to the extent that enforceability thereof as such may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, moratorium liquidation, conservatorship, receivership, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors' rights generally or ’ rights, and by principle governing the availability general principles of equitable remedies)equity. Seller has the absolute and unrestricted corporate right, power power, and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents and to perform its obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary corporate actionaction of the Board of Directors and the Shareholders of Seller to the extent required by North Carolina law.

Enforceability; Authority; No Conflict. (a) This Assuming due authorization, execution, and delivery of this Agreement by the other party, this Agreement constitutes the legal, valid valid, and binding obligation of Seller, Seller enforceable against Seller in accordance with its terms terms, except that such enforceability: (except to the extent that enforceability thereof i) may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or moratorium, and other similar laws of general application affecting or relating to the enforcement of creditors' ’ rights generally generally; and (ii) is subject to general principles of equity, whether considered in a proceeding at law or by principle governing in equity (collectively, the availability of equitable remedies“Bankruptcy and Equity Exception”). Upon the execution and delivery by Seller of the Escrow Agreement, Transition Services Agreement, and each other agreement to be executed or delivered by Seller at the Closing (collectively, the "“Seller's ’s Closing Documents"”), assuming due authorization, execution, and delivery of this Agreement by the other party, each of Seller's ’s Closing Documents will constitute the legal, valid valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms (except terms, subject to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally or by principle governing the availability of equitable remedies)Bankruptcy and Equity Exception. Seller has the absolute and unrestricted right, all necessary corporate power and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents and to which it is a party and, subject to obtaining Seller’s shareholders approval, to perform its obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary corporate action.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legalconstitutes, valid and binding obligation of Sellerwhen executed and delivered at Closing, enforceable against Seller in accordance with its terms (except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally or by principle governing the availability of equitable remedies). Upon the execution and delivery by Seller of each other agreement document and instrument to be executed executed, delivered or delivered performed by Seller at the Closing Acquiror or Merger Sub in connection with this Agreement (collectively, the "Seller's Closing “Acquiror Documents"), each of Seller's Closing Documents ”) will constitute the legal, valid and binding obligation of SellerAcquiror and Merger Sub, enforceable against Seller Acquiror and Merger Sub in accordance with its terms (except assuming this agreement is a legal, valid and binding obligation of, and enforceable against, SPC), subject to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting relating to creditors' ’ rights generally or by principle governing the availability and general principles of equitable remedies)equity. Seller Acquiror has the absolute and unrestricted requisite right, power and authority to execute and deliver this Agreement and has or will have prior to Closing the Seller's Closing Documents requisite right, power and authority to perform its obligations under this Agreement and the Seller's Closing DocumentsAgreement, and such action has or will have prior to Closing been duly authorized by all necessary corporate action. Merger Sub has the requisite right, power and authority to execute and deliver this Agreement and has or will have prior to Closing the requisite right, power and authority to perform its obligations under this Agreement, and such action has or will have prior to Closing been duly authorized by all necessary corporate action.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against Seller it in accordance with its terms (except to the extent that enforceability thereof hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or reorganization and other similar laws affecting effecting the enforcement of creditors' ’ rights generally or and by principle governing the availability general principles of equitable remedies)equity. Upon the execution and delivery by Seller of the Escrow Agreement and each other agreement to be executed or delivered by the Seller at the Closing (collectively, the "“Seller's ’s Closing Documents"”), each of the Seller's ’s Closing Documents will constitute the legal, valid and binding obligation of the Seller, enforceable against Seller it in accordance with its terms (their respective terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or reorganization and other similar laws affecting effecting the enforcement of creditors' ’ rights generally or and by principle governing the availability general principles of equitable remedies)equity. The Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary corporate actionaction by Seller’s board of directors and, prior to the Closing Date, Seller’s shareholders.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid valid, and binding obligation of Seller, enforceable against Seller it in accordance with its terms (terms, except to as the extent that enforceability enforcement thereof may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, moratorium moratorium, or other similar laws affecting relating to or limiting creditors' ’ rights generally or by principle governing the availability of equitable remedies)generally. Upon the execution and delivery by Seller of the Assignment and Assumption Agreement, the Escrow Agreement, the Noncompetition Agreement and each other agreement to be executed or delivered by Seller at the Closing (collectively, the "“Seller's ’s Closing Documents"”), each of Seller's ’s Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against Seller it in accordance with its terms (terms, except to as the extent that enforceability enforcement thereof may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, moratorium moratorium, or other similar laws affecting relating to or limiting creditors' ’ rights generally or by principle governing the availability of equitable remedies)generally. Seller has the absolute and unrestricted right, corporate power and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary corporate action.action by Seller’s board of directors. {W0911334.1}

Enforceability; Authority; No Conflict. (a) This Agreement constitutes and, when executed and delivered at Closing, each other agreement, document and instrument to be executed, delivered or performed by Sellers in connection with this Agreement (collectively, the “Seller Documents”) will constitute, the legal, valid and binding obligation of Sellereach of Sellers, enforceable against Seller each of them in accordance with its terms (except assuming this Agreement is a legal, valid and binding obligation of, and enforceable against, Buyer), subject to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting relating to creditors' ’ rights generally or by principle governing the availability and general principles of equitable remedies)equity relating to enforceability. Upon the execution and delivery by Seller Each of each other agreement to be executed or delivered by Seller at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms (except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally or by principle governing the availability of equitable remedies). Seller Sellers has the absolute and unrestricted requisite right, power and authority to execute execute, deliver and deliver perform this Agreement and has or will have prior to Closing the Seller's Closing Documents requisite right, power and authority to perform its obligations under this Agreement and to execute, deliver and perform each other Seller Document and to carry out the Seller's Closing Documentstransactions contemplated hereby and thereby, and such action has or will have prior to Closing been duly authorized by all necessary limited liability company, partnership or corporate action, as applicable. All limited liability, partnership or corporate proceedings, as applicable, and any action required to be taken by Sellers relating to the execution, delivery and performance of this Agreement and the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly taken or will have been duly taken prior to Closing.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid valid, and binding obligation of Seller, enforceable against Seller it in accordance with its terms (terms, except to as the extent that enforceability enforcement thereof may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, moratorium moratorium, or other similar laws affecting relating to or limiting creditors' ’ rights generally or by principle governing the availability of equitable remedies)generally. Upon the execution and delivery by Seller of the Assignment and Assumption Agreement, and each other agreement to be executed or delivered by Seller at the Closing (collectively, the "“Seller's ’s Closing Documents"”), each of Seller's ’s Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms (terms, except to as the extent that enforceability enforcement thereof may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, moratorium moratorium, or other similar laws affecting relating to or limiting creditors' ’ rights generally or by principle governing the availability of equitable remedies)generally. Seller has the absolute and unrestricted right, power power, and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary corporate actionaction by Seller’s shareholders and board of directors.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against Seller it in accordance with its terms (terms, except to as the extent that enforceability enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other and similar laws affecting creditors' the rights of creditors generally or and by principle governing the availability of equitable remedies)principles. Upon the execution and delivery by Seller of the Xxxx of Sale, Assignment and Assumption, Holdback Escrow Agreement, and each other agreement to be executed or delivered by Seller at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Seller "s Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against Seller it in accordance with its terms (terms, except to as the extent that enforceability enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other and similar laws affecting creditors' the rights of creditors generally or and by principle governing the availability of equitable remedies)principles. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Seller "s Closing Documents and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has been duly authorized by all necessary corporate actionaction by Seller's members, managers and any other governing body.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid valid, and binding obligation of each Seller, enforceable against Seller it in accordance with its terms (terms, except to as the extent that enforceability enforcement thereof may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, moratorium moratorium, or other similar laws affecting relating to or limiting creditors' ’ rights generally or by principle governing the availability of equitable remedies)generally. Upon the execution and delivery by each Seller of the Assignment and Assumption Agreement, the Noncompetition Agreement and each other agreement to be executed or delivered by any {W1118977.1} Seller at the Closing (collectively, the "“Seller's ’s Closing Documents"”), each of the Seller's ’s Closing Documents will constitute the legal, valid and binding obligation of the respective Seller, enforceable against Seller it in accordance with its terms (terms, except to as the extent that enforceability enforcement thereof may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, moratorium moratorium, or other similar laws affecting relating to or limiting creditors' ’ rights generally or by principle governing the availability of equitable remedies)generally. Each Seller has the absolute and unrestricted right, corporate power and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary corporate actionaction by each Seller’s board of directors and shareholders.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms (terms, except to the extent that as such enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting creditors' the rights of creditors generally and by equitable principles (whether applied in a proceeding at law or by principle governing the availability of equitable remediesin equity). Upon the execution and delivery by Seller of each other agreement Transaction Document to be executed or delivered by Seller at the Closing (collectivelyClosing, the "Seller's Closing Documents"), each of Seller's Closing Documents will such Transaction Document shall constitute the legal, valid valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms (except terms; provided, that the exceptions pertaining to enforceability set forth in the extent that enforceability thereof may be limited by immediately preceding sentence shall apply equally to this sentence. This Agreement, each applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally or by principle governing the availability of equitable remedies). Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement Transaction Document and the Seller's Closing Documents and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has Contemplated Transactions have been duly approved and authorized by all necessary requisite corporate action, including, without limiting the generality of the foregoing, all stockholder and board of directors approvals required pursuant to the Seller’s certificate of incorporation, bylaws, as amended, and any Legal Requirements, and no other corporate or other proceedings or actions on the part of Seller, its board of directors or stockholders are necessary therefor.