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 DGLP and Subsidiary, enforceable against each of them in accordance with its terms. Upon the execution and delivery by DGLP and Subsidiary of each agreement and certificate to be executed or delivered by DGLP and/or Subsidiary at the Closing pursuant to Section 2.6(a) (the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of each of DGLP and Subsidiary, enforceable against each of them in accordance with its terms. Each of DGLP and Subsidiary has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Seller’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller’s Closing Documents, and such action has been duly authorized by all necessary action by each of DGLP’s and Subsidiary’s stockholders and directors. DGLP and Subsidiary, and each of their respective stockholders have all necessary legal capacity to enter into this Agreement and the Seller’s Closing Documents to which such they a party and to perform their obligations hereunder and thereunder.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of DGLP Seller and Subsidiaryeach Shareholder, enforceable against each of them in accordance with its terms. Upon the execution and delivery by DGLP Seller and Subsidiary Shareholders of the Escrow Agreement, the Noncompetition Agreements, the Transition Services Agreement and each agreement other document, agreement, certificate and certificate instrument to be executed or delivered by DGLP and/or Subsidiary any or all of Seller and Shareholders at the Closing pursuant to Section 2.6(a) (collectively, the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of each of DGLP Seller and Subsidiarythe Shareholders, to the extent they are parties, enforceable against each of them in accordance with its terms. Each of DGLP and Subsidiary Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller’s Closing Documents, and such action has been duly authorized by all necessary action by each Seller’s shareholders and board of DGLP’s and Subsidiary’s stockholders and directors. DGLP and Subsidiary, and each of their respective stockholders have Each Shareholder has all necessary legal capacity to enter into this Agreement and the Seller’s Closing Documents to which such they Shareholder is a party and to perform their his obligations hereunder and thereunder.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of DGLP PRB and Subsidiaryeach Shareholder, enforceable against each of them in accordance with its terms. Upon the execution and delivery by DGLP PRB and Subsidiary Shareholders of the the Consulting Agreement, the Confidentiality Agreement and each other agreement and certificate to be executed or delivered by DGLP and/or Subsidiary any or all of PRB and Shareholders at the Closing pursuant to Section 2.6(a) (collectively, the “Seller’s "PRB's Closing Documents”"), each of Seller’s PRB's Closing Documents will constitute the legal, valid and binding obligation of each of DGLP PRB and Subsidiarythe Shareholders, enforceable against each of them in accordance with its terms. Each of DGLP and Subsidiary PRB has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Seller’s the PRB's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller’s PRB's Closing Documents, and such action has been duly authorized by all necessary action by each PRB's shareholders and board of DGLP’s and Subsidiary’s stockholders and directors. DGLP and Subsidiary, and each of their respective stockholders have Each Shareholder has all necessary legal capacity to enter into this Agreement and the Seller’s PRB's Closing Documents to which such they Shareholder is a party and to perform their his obligations hereunder and thereunder.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of DGLP Seller, Subsidiary and Subsidiaryeach Shareholder, enforceable against each of them in accordance with its terms. Upon the execution and delivery by DGLP Seller, Subsidiary and Subsidiary Shareholders of each other agreement and certificate to be executed or delivered by DGLP and/or any or all of Seller, Subsidiary and Shareholders at the Closing pursuant to Section 2.6(a) (collectively, the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of each of DGLP Seller, Subsidiary and Subsidiarythe Shareholders, enforceable against each of them in accordance with its terms. Each of DGLP Seller and Subsidiary has have the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller’s Closing Documents to which it is they are a party and to perform its their obligations under this Agreement and the Seller’s Closing Documents, and such action has actions have been duly authorized by all necessary action by each of DGLPSeller’s Shareholders and Seller’s and Subsidiary’s stockholders and boards of directors. DGLP and Subsidiary, and each of their respective stockholders have Each Shareholder has all necessary legal capacity to enter into this Agreement and the Seller’s Closing Documents to which such they Shareholder is a party and to perform their his or her obligations hereunder and thereunder.

Enforceability; Authority; No Conflict. (a) This Subject to the entry of the Approval Order, this Agreement constitutes the legal, valid and binding obligation of DGLP and Subsidiary, enforceable against each of them in accordance with its terms. Upon Subject to the entry of the Approval Order, upon the execution and delivery by DGLP and Subsidiary of each agreement and certificate to be executed or delivered by DGLP and/or Subsidiary at the Closing pursuant to Section 2.6(a) (the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of each of DGLP and Subsidiary, enforceable against each of them in accordance with its terms. Each Subject to the entry of the Approval Order, each of DGLP and Subsidiary has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Seller’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller’s Closing Documents, and such action has been duly authorized by all necessary action by each of DGLP’s and Subsidiary’s stockholders and directors. DGLP and Subsidiary, and each of their respective stockholders have all necessary legal capacity to enter into this Agreement and the Seller’s Closing Documents to which such they are a party and to perform their obligations hereunder and thereunder.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of DGLP Seller and Subsidiaryeach Shareholder, enforceable against each of them in accordance with its terms. Upon the execution and delivery by DGLP Seller and Subsidiary Shareholders of the Escrow Agreement, the Employment Agreement and each other agreement and certificate to be executed or delivered by DGLP and/or Subsidiary any or all of Seller and Shareholders at the Closing pursuant to Section 2.6(a) (collectively, the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of each of DGLP Seller and Subsidiarythe Shareholders, enforceable against each of them in accordance with its terms. Each of DGLP and Subsidiary Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller’s Closing Documents, and such action has been duly authorized by all necessary action by each Seller’s shareholders and board of DGLP’s and Subsidiary’s stockholders and directors. DGLP and Subsidiary, and each of their respective stockholders have Each Shareholder has all necessary legal capacity to enter into this Agreement and the Seller’s Closing Documents to which such they Shareholder is a party and to perform their his obligations hereunder and thereunder.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid valid, and binding obligation of DGLP Sellers and Subsidiarythe Shareholders, enforceable against each of them in accordance with its terms. Upon the execution and delivery by DGLP Sellers and Subsidiary the Shareholders of each agreement the respective Employment Agreement, Non-Competition Agreement, Patent Assignment and certificate other agreements to be executed or delivered by DGLP and/or Subsidiary any or all of the Sellers and the Shareholders at Closing (collectively, the Closing pursuant to Section 2.6(a) (the “Seller’s Closing Documents”"SELLERS' CLOSING DOCUMENTS"), each of Seller’s the Sellers' Closing Documents will constitute the legal, valid valid, and binding obligation of each of DGLP Sellers and Subsidiarythe Shareholders, enforceable against each of them in accordance with its terms. Each of DGLP and Subsidiary has Sellers have the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Seller’s the Sellers' Closing Documents to which it is a party Party and to perform its their obligations under this Agreement and the Seller’s Sellers' Closing Documents, and such action has been duly authorized by all necessary action by each Sellers' board of DGLP’s and Subsidiary’s stockholders and directors, members or manager, respectively. DGLP and Subsidiary, and each of their respective stockholders The Shareholders have all necessary legal capacity to enter into this Agreement and the Seller’s Sellers' Closing Documents to which such they each is a party Party and to perform their obligations hereunder and thereunder.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of DGLP Seller and Subsidiaryeach Shareholder, enforceable against each of them in accordance with its terms. Upon the execution and delivery by DGLP Seller and Subsidiary Shareholders of the Escrow Agreement, the Employment Agreement, the Noncompetition Agreement and each other agreement and certificate to be executed or delivered by DGLP and/or Subsidiary any or all of Seller and Shareholders at the Closing pursuant to Section 2.6(a) (collectively, the “"Seller’s 's Closing Documents”"), each of Seller’s 's Closing Documents will constitute the legal, valid and binding obligation of each of DGLP Seller and Subsidiarythe Shareholders, enforceable against each of them in accordance with its terms. Each of DGLP and Subsidiary 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 action by each Seller's shareholders and board of DGLP’s and Subsidiary’s stockholders and directors. DGLP and Subsidiary, and each of their respective stockholders have Each Shareholder has all necessary legal capacity to enter into this Agreement and the Seller’s 's Closing Documents to which such they Shareholder is a party and to perform their his obligations hereunder and thereunder.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of DGLP Seller and Subsidiarythe Shareholder, enforceable against each of them in accordance with its terms. Upon the execution and delivery by DGLP Seller and Subsidiary Shareholder of the Employment Agreement, the Non-Competition Agreement and each other agreement and certificate to be executed or delivered by DGLP and/or Subsidiary any or all of Seller and Shareholder at the Closing pursuant to Section 2.6(a) (collectively, the “"Seller’s 's Closing Documents”"), each of Seller’s 's Closing Documents will constitute the legal, valid and binding obligation of each of DGLP Seller and Subsidiarythe Shareholder, enforceable against each of them in accordance with its terms. Each of DGLP and Subsidiary 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 action by each Seller's shareholders and board of DGLP’s and Subsidiary’s stockholders and directors. DGLP and Subsidiary, and each of their respective stockholders have The Shareholder has all necessary legal capacity to enter into this Agreement and the Seller’s 's Closing Documents to which such they the Shareholder is a party and to perform their his obligations hereunder and thereunder.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid valid, and binding obligation of DGLP and Subsidiaryeach Seller, enforceable against each of them it in accordance with its terms. Upon the execution and delivery by DGLP each Seller, as applicable, of the Xxxx of Sale, the Assignment and Subsidiary Assumption Agreement, the Assignment and Assumption of Leases, the Assignment of Marks, the Assignment of Patents, the Assignment of Copyrights, the Royalty Agreement, the Supply Agreement, the Transitional Services Agreement, the Securities Purchase Agreement, the Registration Rights Agreement, the Security Agreement and each agreement and certificate other document or instrument to be executed or delivered by DGLP and/or Subsidiary such Seller at Closing (collectively, the Closing pursuant to Section 2.6(a) (the “"Seller’s 's Closing Documents”"), each of Seller’s 's Closing Documents will constitute the legal, valid valid, and binding obligation of each of DGLP and SubsidiarySeller that is a party thereto, enforceable against each of them it in accordance with its terms. Each of DGLP and Subsidiary 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 DocumentsDocuments to which it is a party, and such action has been duly authorized by all necessary action by each Seller's board of DGLP’s and Subsidiary’s stockholders and directors. DGLP and Subsidiary, and each of their respective stockholders have all necessary legal capacity to enter into this Agreement and the Seller’s Closing Documents to which such they a party and to perform their obligations hereunder and thereunder.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of DGLP Seller and SubsidiaryShareholder, enforceable against each of them in accordance with its terms. Upon the execution and delivery by DGLP Seller and Subsidiary Shareholder of the Employment Agreement, the Noncompetition Agreement and each other agreement and certificate to be executed or delivered by DGLP and/or Subsidiary any or all of Seller and Shareholder at the Closing pursuant to Section 2.6(a) (collectively, the “Seller’s Closing Documents”)) , each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of each of DGLP Seller and Subsidiarythe Shareholder, enforceable against each of them in accordance with its terms. Each of DGLP and Subsidiary Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller’s Closing Documents, and such action has been duly authorized by all necessary action by each Seller’s shareholders and board of DGLP’s and Subsidiary’s stockholders and directors. DGLP and Subsidiary, and each of their respective stockholders have Shareholder has all necessary legal capacity to enter into this Agreement and the Seller’s Closing Documents to which such they he is a party and to perform their his obligations hereunder and thereunder.