Common use of Enforceability; Authority Clause in Contracts

Enforceability; Authority. This Agreement has been duly executed and delivered by Seller and, assuming the due authorization, execution and delivery of this Agreement by the other party hereto, this Agreement constitutes the valid and binding obligation of Seller enforceable against Seller in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws affecting creditors generally and by general principles of equity (whether in a proceeding at law or in equity). Each Transaction Document executed by Seller as of the date hereof has been, and each Transaction Document to be executed by Seller will be upon execution, duly executed and delivered by Seller, and assuming the due authorization, execution and delivery of each such Transaction Document by the other party or parties thereto, each such Transaction Document is, or upon execution and delivery by Seller will be, the valid and binding obligation of Seller enforceable against Seller in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws affecting creditors generally and by general principles of equity (whether in a proceeding at law or in equity). Seller has the requisite corporate or limited liability company power and authority to execute and deliver this Agreement and the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the applicable Transaction Documents by the Seller and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all necessary limited liability company action on the part of Seller.

Enforceability; Authority. This Agreement (a) MFFB has been duly executed and delivered by Seller and, assuming the due authorization, execution and delivery of this Agreement by the other party hereto, this Agreement constitutes the valid and binding obligation of Seller enforceable against Seller in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws affecting creditors generally and by general principles of equity (whether in a proceeding at law or in equity). Each Transaction Document executed by Seller as of the date hereof has been, and each Transaction Document to be executed by Seller will be upon execution, duly executed and delivered by Seller, and assuming the due authorization, execution and delivery of each such Transaction Document by the other party or parties thereto, each such Transaction Document is, or upon execution and delivery by Seller will be, the valid and binding obligation of Seller enforceable against Seller in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws affecting creditors generally and by general principles of equity (whether in a proceeding at law or in equity). Seller has the all requisite corporate or limited liability company power and authority to execute and deliver this Agreement and the Transaction Documents to which it is a party and Agreement, to perform its obligations hereunder and thereunder to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized and approved by its sole member, and no other action on the part of MFFB is necessary to authorize the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by MFFB and, assuming the due execution of this Agreement by the Sellers, Buyer and Parent, constitutes a valid and binding obligation of MFFB enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, receivership and similar laws affecting the enforcement of creditors’ rights generally, and general equitable principles. (b) Each Seller has all requisite limited liability company power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution execution, delivery and delivery performance of this Agreement and the applicable Transaction Documents by the Seller Agreement, and the consummation by Seller it of the transactions contemplated hereby and thereby hereby, have been duly authorized and approved by all necessary limited liability company each Seller’s sole member, and no other action on behalf of such Seller is necessary to authorize the part execution, delivery and performance of Sellerthis Agreement or the consummation of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by each Seller and, assuming the due execution of this Agreement by MFFB, Buyer and Parent, constitutes a valid and binding obligation of each Seller enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, receivership and similar laws affecting the enforcement of creditors’ rights generally, and general equitable principles.

Enforceability; Authority. (a) Parent has all requisite corporate power and authority to execute and deliver this Agreement, to consummate the sale of the Purchased Assets and otherwise to perform its obligations hereunder and consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, and the consummation of the sale of the Purchased Assets and the other transactions contemplated hereby and thereby, have been duly authorized and approved by its board of directors, and no other corporate action on the part of Parent is necessary to authorize the execution, delivery and performance of this Agreement by Parent and the consummation by Parent of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Seller Parent and, assuming the due authorization, execution and delivery of this Agreement by the other party heretoBuyer, this Agreement constitutes the valid and binding obligation of Seller Parent enforceable against Seller it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization reorganization, moratorium, receivership and other similar laws affecting creditors generally the enforcement of creditors’ rights generally, and by general principles of equity equitable principles. (whether in a proceeding at law b) Each Seller has all requisite corporate or in equity). Each Transaction Document executed by Seller limited liability company, as applicable, power and authority to execute and deliver this Agreement, to consummate the sale of the date hereof has beenPurchased Assets and otherwise to perform its obligations hereunder and consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, and the consummation of the sale of the Purchased Assets and the other transactions contemplated hereby and thereby, have been duly authorized and approved by each Transaction Document of its board of managers, members, and board of directors, as applicable, and no other limited liability company, corporate, or member, as applicable, action on the part of the Sellers is necessary to be executed by Seller will be upon authorize the execution, delivery and performance of this Agreement by each Seller and the consummation by each Seller of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Sellereach Seller and, and assuming the due authorizationexecution of this Agreement by Buyer, execution and delivery of each such Transaction Document by the other party or parties thereto, each such Transaction Document is, or upon execution and delivery by Seller will be, constitute the valid and binding obligation of each Seller enforceable against Seller it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization reorganization, moratorium, receivership and other similar laws affecting creditors generally the enforcement of creditors’ rights generally, and by general principles of equity (whether in a proceeding at law or in equity). Seller has the requisite corporate or limited liability company power and authority to execute and deliver this Agreement and the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the applicable Transaction Documents by the Seller and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all necessary limited liability company action on the part of Sellerequitable principles.

Enforceability; Authority. The board of directors of Buyer has approved and adopted this Agreement in accordance with the applicable Laws of the state of Buyer’s organization. The board of directors of Buyer has approved and adopted the Related Agreements to be entered into by Buyer as contemplated hereby. This Agreement has been duly executed and delivered by Seller Buyer and, assuming the due authorization, execution and delivery of this Agreement by the other party heretoDohmxx, this xxis Agreement constitutes the valid and binding obligation of Seller Buyer, enforceable against Seller Buyer in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws Laws affecting creditors generally and by general principles of equity (whether in a proceeding at law Law or in equity). Each Transaction Document Related Agreement executed by Seller Buyer as of the date hereof has been, and each Transaction Document Related Agreement to be executed by Seller Buyer will be upon execution, duly executed and delivered by SellerBuyer, and assuming the due authorization, execution and delivery of each such Transaction Document Related Agreement by the other party or parties theretoDohmxx, each xxch such Transaction Document Related Agreement is, or upon execution and delivery by Seller Buyer will be, the valid and binding obligation of Seller Buyer enforceable against Seller Buyer in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws Laws affecting creditors generally and by general principles of equity (whether in a proceeding at law Law or in equity). Seller Buyer has the all requisite corporate or limited liability company power and authority to execute and deliver this Agreement and the Transaction Documents applicable Related Agreements to which it is a party and to perform its obligations hereunder and thereunder thereunder. The execution and delivery by Buyer of this Agreement and the applicable Related Agreements to consummate which it is a party, and the consummation by Buyer of the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the applicable Transaction Documents by the Seller and the consummation by Seller of the transactions contemplated hereby and thereby , have been duly authorized by all necessary limited liability company action on the part of SellerBuyer, its sole member and board of directors.

Enforceability; Authority. This Agreement has been duly executed and delivered by Seller and, assuming the due authorization, execution and delivery of this Agreement by the other party hereto, this Agreement constitutes the legal, valid and binding obligation of Seller Seller, enforceable against Seller in accordance with its terms, subject to except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium and other similar laws affecting creditors generally creditors’ rights and by remedies generally, and subject, as to enforceability, to general principles of equity equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding Proceeding at law or in equity). Each Transaction Document executed by Seller as of Upon the date hereof has been, and each Transaction Document to be executed by Seller will be upon execution, duly executed and delivered by Seller, and assuming the due authorization, execution and delivery of each such Transaction Document by the other party or parties thereto, each such Transaction Document is, or upon execution and delivery by Seller will beof the Bxxx of Sale, the Assignment and Assumption Agreement, the Patent Transfer, the Extension and Forbearance Agreement, the Beutlich License Agreement, the Patent License Assignment, the Termination Agreement and each other agreement and instrument to be executed and delivered by Seller at the Closing (collectively, the “Seller Closing Documents”), the Seller Closing Documents shall constitute the legal, valid and binding obligation of Seller Seller, enforceable against Seller in accordance with its their respective terms, subject to except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium and other similar laws affecting creditors generally creditors’ rights and by remedies generally, and subject, as to enforceability, to general principles of equity equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding Proceeding at law or in equity). Seller has the requisite corporate or all limited liability company power and authority to execute and deliver this Agreement and the Transaction Seller Closing Documents to which it is a party and to perform its obligations hereunder under this Agreement and thereunder and to consummate the transactions contemplated hereby and therebySeller Closing Documents. The Neither the execution and delivery of this Agreement and by Seller nor the applicable Transaction Documents consummation or performance of any of the Contemplated Transactions shall, directly or indirectly (with or without notice or lapse of time): (a) breach or otherwise conflict with any provision of the operating agreement or other organizational documents of Seller or contravene any resolution adopted by the members or managers of Seller; (b) breach or otherwise conflict with any Applicable Law or Order to which Seller and the consummation by Seller or any of the transactions contemplated hereby and thereby have been duly authorized Assets may be subject 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 Applicable Law or any Order to which Seller or any of the Assets may be subject; (c) breach or otherwise conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held or being applied for by all necessary limited liability company action or on behalf of Seller or that otherwise relates to any of the part Assets; (d) breach or otherwise conflict with 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 contract or agreement to which Seller is a party or by which Seller is bound; or (e) result in the imposition or creation of Sellerany Encumbrance on any Asset.

Enforceability; Authority. The execution, delivery and performance by Buyer of this Agreement, the Assignment and Assumption Agreement, the EBITDA Test Escrow Agreement, the Indemnity Escrow Agreement, the Uhlmann Consulting Agreement, the Xxxxxxx Consulting Agreement, the AlphaAdvisors Consulting Agreement and each other agreement or instrument required to be executed and delivered by Buyer pursuant hereto (collectively, the “Buyer Closing Documents”) have been duly and validly authorized by all requisite corporate action on the part of Buyer and no other proceeding or act on the part of Buyer, its board of directors or stockholders is necessary to authorize the execution, delivery or performance by Buyer of this Agreement or the Buyer Closing Documents or the consummation of any of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by Seller and, assuming Buyer and this Agreement constitutes and the due authorization, Buyer Closing Documents upon execution and delivery of this Agreement by Buyer shall constitute, the other party heretolegal, this Agreement constitutes the valid and binding obligation of Seller Buyer, enforceable against Seller Buyer in accordance with its terms, subject to except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium and other similar laws affecting creditors generally creditors’ rights and by remedies generally, and subject, as to enforceability, to general principles of equity equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding Proceeding at law or in equity). Each Transaction Document executed by Seller as of the date hereof Buyer has been, and each Transaction Document to be executed by Seller will be upon execution, duly executed and delivered by Seller, and assuming the due authorization, execution and delivery of each such Transaction Document by the other party or parties thereto, each such Transaction Document is, or upon execution and delivery by Seller will be, the valid and binding obligation of Seller enforceable against Seller in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws affecting creditors generally and by general principles of equity (whether in a proceeding at law or in equity). Seller has the requisite all corporate or limited liability company power and corporate authority to execute and deliver this Agreement and the Transaction Buyer Closing Documents to which it is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of under this Agreement and the applicable Transaction Buyer Closing Documents. Neither the execution and delivery by Buyer of this Agreement or any of the Buyer Closing Documents nor the consummation or performance of any of the Contemplated Transactions does or shall, directly or indirectly (with or without notice or lapse of time): (a) violate any provision of the certificate of incorporation, bylaws or comparable charter documents of Buyer, or contravene any resolution adopted by the Seller and directors or shareholders of Buyer; or (b) violate any Applicable Law or Order to which Buyer is subject or give any Governmental Authority or other Person the consummation by Seller right to challenge any of the transactions contemplated hereby and thereby have been duly authorized by all necessary limited liability company action on the part of SellerContemplated Transactions or to exercise any remedy or obtain any relief under any Applicable Law or any Order to which Buyer is subject.