Common use of Organization; Authority; Execution and Delivery; Enforceability Clause in Contracts

Organization; Authority; Execution and Delivery; Enforceability. If Shareholder is not a natural person, (i) Shareholder is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization (except, in the case of good standing, for entities organized under the laws of any jurisdiction that does not recognize such concept), (ii) the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated by this Agreement and the compliance by Shareholder with the provisions of this Agreement have been duly authorized by all necessary action on the part of Shareholder and its governing body, members, stockholders and trustees, as applicable, and (iii) no other proceedings on the part of Shareholder (or Shareholder’s governing body, members, stockholders or trustees, as applicable) are necessary to authorize this Agreement, to consummate the transactions contemplated by this Agreement or to comply with the provisions of this Agreement. Shareholder has all requisite corporate, company, partnership or other power and authority to execute and deliver this Agreement (and each person (used herein as defined in the Merger Agreement) executing this Agreement on behalf of Shareholder that is not a natural person has full power, authority and capacity to execute and deliver this Agreement on behalf of Shareholder and to thereby bind Shareholder), to consummate the transactions contemplated by this Agreement and to comply with the provisions of this Agreement. This Agreement has been duly executed and delivered by Shareholder and, assuming due authorization, execution and delivery by Xxxxxx, constitutes a valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, except to the extent that enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors’ rights generally, and (ii) general principles of equity. If Shareholder is a natural person and is married and the Subject Shares of Shareholder constitute community property or if spousal or other approval is required for this Agreement to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, Shareholder’s spouse, enforceable against such spouse in accordance with its terms.

Organization; Authority; Execution and Delivery; Enforceability. If Shareholder is not a natural person, (i) Shareholder Parent is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization (except, in the case of good standing, for entities organized under the laws of any jurisdiction that does not recognize such concept), (ii) the . The execution and delivery of this Agreement by ShareholderParent, the consummation by Shareholder Parent of the transactions contemplated by this Agreement and the compliance by Shareholder Parent with the provisions of this Agreement have been duly authorized by all necessary corporate action on the part of Shareholder Parent and its governing body, members, stockholders and trusteesbody or stockholders, as applicable, and (iii) no other corporate proceedings on the part of Shareholder Parent (or Shareholder’s its governing body, members, stockholders body or trusteesstockholders, as applicable) are necessary to authorize this Agreement, to comply with the terms of this Agreement or to consummate the transactions contemplated by this Agreement or to comply with the provisions of this Agreement. Shareholder Parent has all requisite corporate, company, partnership or other corporate power and authority to execute and deliver this Agreement (and each person (used herein as defined in the Merger Agreement) executing this Agreement on behalf of Shareholder that is not a natural person Parent has full power, authority and capacity to execute and deliver this Agreement on behalf of Shareholder Parent and to thereby bind ShareholderParent), to consummate the transactions contemplated by this Agreement and to comply with the provisions of this Agreement. This Agreement has been duly executed and delivered by Shareholder Xxxxxx and, assuming due authorizationauthorization (in the case of Shareholder is not a natural person), execution and delivery by XxxxxxShareholder, constitutes a valid and binding obligation of ShareholderParent, enforceable against Shareholder Parent in accordance with its terms, except to the extent that enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors’ rights generally, and (ii) general principles of equity. If Shareholder is a natural person and is married and the Subject Shares of Shareholder constitute community property or if spousal or other approval is required for this Agreement to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, Shareholder’s spouse, enforceable against such spouse in accordance with its terms.

Organization; Authority; Execution and Delivery; Enforceability. If Shareholder Such Stockholder, if it is not a natural personan individual, (i) Shareholder is duly organizedorganized or formed, validly existing and (if applicable) in good standing under the laws of its the jurisdiction of organization in which it is organized or formed. Such Stockholder (excepta) if it is not an individual, has all requisite power and authority, and (b) if he or she is an individual, has the legal capacity, in each case to execute and deliver this Agreement and to consummate the case of good standingtransactions contemplated hereby to be consummated by such Stockholder. If such Stockholder is not an individual, for entities organized under the laws of any jurisdiction that does not recognize such concept), (ii) the execution and delivery by such Stockholder of this Agreement by Shareholder, and the consummation by Shareholder such Stockholder of the transactions contemplated hereby to be consummated by this Agreement and the compliance by Shareholder with the provisions of this Agreement such Stockholder have been duly authorized by all necessary action on the part of Shareholder and its governing body, members, stockholders and trustees, as applicable, and (iii) no other proceedings on the part of Shareholder (or Shareholder’s governing body, members, stockholders or trustees, as applicable) are necessary to authorize this Agreement, to consummate the transactions contemplated by this Agreement or to comply with the provisions of this Agreementsuch Stockholder. Shareholder Such Stockholder has all requisite corporate, company, partnership or other power and authority to execute and deliver this Agreement (and each person (used herein as defined in the Merger Agreement) executing this Agreement on behalf of Shareholder that is not a natural person has full power, authority and capacity to execute and deliver this Agreement on behalf of Shareholder and to thereby bind Shareholder), to consummate the transactions contemplated by this Agreement and to comply with the provisions of this Agreement. This Agreement has been duly executed and delivered by Shareholder andthis Agreement, assuming due authorizationand this Agreement constitutes such Stockholder’s legal, execution and delivery by Xxxxxx, constitutes a valid and binding obligation of Shareholderobligation, enforceable against Shareholder him, her or it in accordance with its terms, except to the extent that enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors’ rights generally, and (ii) general principles of equity. If Shareholder is a natural person and such Stockholder is married and the Subject Shares of Shareholder such Stockholder constitute community property or if otherwise need spousal or other approval is required for this Agreement to be legal, valid and bindingbinding with respect to such Subject Shares, the consent of such Stockholder’s spouse has been obtained and this Agreement has been duly authorizedis legal, executed and delivered by, and constitutes a valid and binding agreement ofwith respect to such Subject Shares. If such Stockholder is a trust, Shareholder’s spouse, enforceable against no consent of any beneficiary is required for the execution and delivery by such spouse in accordance with its termsStockholder of this Agreement or the consummation of the transactions contemplated hereby to be consummated by such Stockholder.

Organization; Authority; Execution and Delivery; Enforceability. If Shareholder such Stockholder is a corporation, limited liability company, partnership or other legal entity that is not an individual (a natural person"Legal Entity"), such Stockholder (i) Shareholder is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization (except, in the case of good standing, for entities organized under the laws of any jurisdiction that does not recognize such concept), and (ii) has the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated by this Agreement and the compliance by Shareholder with the provisions of this Agreement have been duly authorized by all necessary action on the part of Shareholder and its governing body, members, stockholders and trustees, as applicable, and (iii) no other proceedings on the part of Shareholder (or Shareholder’s governing body, members, stockholders or trustees, as applicable) are necessary to authorize this Agreement, to consummate the transactions contemplated by this Agreement or to comply with the provisions of this Agreement. Shareholder has all requisite corporate, company, partnership or other power and authority to execute and deliver this Agreement (and each person (used herein as defined in the Merger Agreement) executing this Agreement on behalf of Shareholder that is not a natural person has full power, authority and capacity to execute and deliver this Agreement on behalf of Shareholder and to thereby bind Shareholder), to consummate the transactions contemplated by this Agreement hereby and to comply with the provisions terms hereof. If such Stockholder is a Legal Entity, the execution and delivery of this Agreement by such Stockholder, the consummation by such Stockholder of the transactions contemplated hereby and compliance by such Stockholder with the terms hereof have been duly authorized by all necessary corporate, company, partnership or other action on the part of such Stockholder and no other corporate, company, partnership or other proceedings on the part of such Stockholder are necessary to authorize this Agreement, to consummate the transactions contemplated hereby or to comply with the provisions hereof. This Agreement has been duly executed and delivered by Shareholder such Stockholder and, assuming due authorization, execution and delivery by XxxxxxParent, constitutes a valid and binding obligation of Shareholder, such Stockholder enforceable against Shareholder such Stockholder in accordance with its terms. The execution and delivery of this Agreement, except the consummation of the transactions contemplated hereby and compliance with the provisions hereof do not and will not conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the extent that enforceability may be limited by creation of any Lien in or upon any of the properties or assets of such Stockholder under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) applicable bankruptcyif such Stockholder is a Legal Entity, insolvencyits certificate of incorporation or by-laws, reorganizationpartnership agreement or limited liability company agreement (or similar organizational documents), moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors’ rights generally, and (ii) general principles of equity. If Shareholder any Contract to which such Stockholder is a natural person party or any of the properties or assets of such Stockholder is subject or (iii) subject to the governmental filings and other matters referred to in the following sentence, any (A) statute, law, ordinance, rule or regulation or (B) judgment, order, writ, injunction, stipulation or decree, in each case, applicable to such Stockholder or its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or in the aggregate could not reasonably be expected to impair in any material respect the ability of such Stockholder to perform its obligations under this Agreement or prevent or materially impede or delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is married required by or with respect to such Stockholder in connection with the execution and delivery of this Agreement by such Stockholder, the consummation by such Stockholder of the transactions contemplated hereby or the compliance by such Stockholder with the provisions hereof, except for (1) filings under the HSR Act and any other applicable competition, merger control, antitrust or similar law or regulation, (2) filings with the SEC of such reports under the Exchange Act as may be required in connection with this Agreement and the Subject Shares transactions contemplated hereby and (3) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of Shareholder constitute community property which to be obtained or if spousal made individually or other approval is required for in the aggregate could not reasonably be expected to impair in any material respect the ability of such Stockholder to perform its obligations under this Agreement to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, Shareholder’s spouse, enforceable against such spouse in accordance with its termsor prevent or materially impede or delay the consummation of any of the transactions contemplated hereby.

Organization; Authority; Execution and Delivery; Enforceability. If Shareholder is not a natural person, (i) Shareholder Parent is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization (except, in the case of good standing, for entities organized under the laws of any jurisdiction that does not recognize such concept), (ii) the . The execution and delivery of this Agreement by ShareholderParent, the consummation by Shareholder Parent of the transactions contemplated by this Agreement and the compliance by Shareholder Parent with the provisions of this Agreement have been duly authorized by all necessary corporate action on the part of Shareholder Parent and its governing body, members, stockholders and trusteesbody or stockholders, as applicable, and (iii) no other corporate proceedings on the part of Shareholder Parent (or Shareholder’s its governing body, members, stockholders body or trusteesstockholders, as applicable) are necessary to authorize this Agreement, to comply with the terms of this Agreement or to consummate the transactions contemplated by this Agreement or to comply with the provisions of this Agreement. Shareholder Parent has all requisite corporate, company, partnership or other corporate power and authority to execute and deliver this Agreement (and each person (used herein as defined in the Merger Agreement) executing this Agreement on behalf of Shareholder that is not a natural person Parent has full power, authority and capacity to execute and deliver this Agreement on behalf of Shareholder Parent and to thereby bind ShareholderParent), to consummate the transactions contemplated by this Agreement and to comply with the provisions of this Agreement. This Agreement has been duly executed and delivered by Shareholder Parent and, assuming due authorizationauthorization (in the case of each Stockholder that is not a natural person), execution and delivery by Xxxxxxeach Stockholder, constitutes a valid and binding obligation of ShareholderParent, enforceable against Shareholder Parent in accordance with its terms, except to the extent that enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors’ rights generally, and (ii) general principles of equity. If Shareholder is a natural person and is married and the Subject Shares of Shareholder constitute community property or if spousal or other approval is required for this Agreement to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, Shareholder’s spouse, enforceable against such spouse in accordance with its terms.

Organization; Authority; Execution and Delivery; Enforceability. If Shareholder (i) With respect to each Stockholder that is not a natural person, such Stockholder (i) Shareholder is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization (except, in the case of good standing, for entities organized under the laws of any jurisdiction that does not recognize such concept), and (ii) has the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated by this Agreement and the compliance by Shareholder with the provisions of this Agreement have been duly authorized by all necessary action on the part of Shareholder and its governing body, members, stockholders and trustees, as applicable, and (iii) no other proceedings on the part of Shareholder (or Shareholder’s governing body, members, stockholders or trustees, as applicable) are necessary to authorize this Agreement, to consummate the transactions contemplated by this Agreement or to comply with the provisions of this Agreement. Shareholder has all requisite corporate, company, partnership corporate or other comparable power and authority to execute and deliver this Agreement (and each person (used herein as defined in the Merger Agreement) executing this Agreement on behalf of Shareholder that is not a natural person has full power, authority and capacity to execute and deliver this Agreement on behalf of Shareholder and to thereby bind Shareholder), to consummate the transactions contemplated by this Agreement and to comply with and perform its obligations under the provisions of this Agreement. This Agreement has been duly executed and delivered by Shareholder and, assuming due authorization, The execution and delivery of this Agreement by Xxxxxxeach Stockholder that is not a natural person, constitutes a valid the consummation by such Stockholder of the transactions contemplated by this Agreement and binding obligation the compliance by such Stockholder with, and the performance by such Stockholder of Shareholderits obligations under, enforceable against Shareholder in accordance with its terms, except to the extent that enforceability may be limited provisions of this Agreement have been duly authorized by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance all necessary corporate or other similar laws now comparable action on the part of such Stockholder and no other corporate or hereafter in effect relating other comparable proceedings on the part of such Stockholder are necessary to creditors’ rights generally, and authorize this Agreement or to consummate the transactions contemplated by this Agreement. (ii) general principles of equity. If Shareholder With respect to each Stockholder who is a natural person person, such Stockholder has full legal power and capacity to execute and deliver this Agreement and to perform such Stockholder’s obligations hereunder. If such Stockholder is married married, and any of the Subject Shares of Shareholder such Stockholder constitute community property or if otherwise need spousal or other approval is required for this Agreement to be legal, valid and binding, this Agreement has been duly authorized, and validly executed and delivered byby such Stockholder’s spouse and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding agreement of, Shareholderobligation of such Stockholder’s spouse, enforceable against such Stockholder’s spouse in accordance with its terms. (iii) This Agreement has been duly executed and delivered by such Stockholder and, assuming the due authorization, execution and delivery by Parent, constitutes a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and compliance by such Stockholder with, and performance by such Stockholder of his, her or its obligations under, the provisions hereof do not and will not conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties or assets of such Stockholder under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) with respect to each Stockholder that is not a natural person, the articles of incorporation or bylaws, partnership agreement or limited liability company agreement (or similar organizational documents) of such Stockholder, (ii) any Contract to which such Stockholder is a party or any of the properties or assets of such Stockholder is bound or affected or (iii) subject to the governmental filings and other matters referred to in the following sentence, any (A) statute, law, ordinance, rule or regulation or (B) judgment, order or decree, in each case, applicable to such Stockholder or his, her or its properties or assets. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is required by or with respect to such Stockholder in connection with the execution and delivery of this Agreement by such Stockholder, the consummation by such Stockholder of the transactions contemplated by this Agreement or the compliance by such Stockholder with the provisions of this Agreement, except for (1) filings under the HSR Act and any other applicable competition, merger control, antitrust or similar law, (2) filings with the Securities and Exchange Commission (“SEC”) and (3) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made individually or in the aggregate would not impair in any material respect the ability of such Stockholder to perform his, her or its obligations under this Agreement.

Organization; Authority; Execution and Delivery; Enforceability. If Shareholder such Stockholder is not a natural person, (i) Shareholder such Stockholder is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization (except, in the case of good standing, for entities organized under the laws of any jurisdiction that does not recognize such concept), (ii) the execution and delivery of this Agreement by Shareholdersuch Stockholder, the consummation by Shareholder such Stockholder of the transactions contemplated by this Agreement and the compliance by Shareholder such Stockholder with the provisions of this Agreement have been duly authorized by all necessary action on the part of Shareholder such Stockholder and its governing body, members, stockholders and trustees, as applicable, and (iii) no other proceedings on the part of Shareholder such Stockholder (or Shareholdersuch Stockholder’s governing body, members, stockholders or trustees, as applicable) are necessary to authorize this Agreement, to consummate the transactions contemplated by this Agreement or to comply with the provisions of this Agreement. Shareholder Such Stockholder has all requisite corporate, company, partnership or other power and authority to execute and deliver this Agreement (and each person (used herein as defined in the Merger Agreement) executing this Agreement on behalf of Shareholder such Stockholder that is not a natural person has full power, authority and capacity to execute and deliver this Agreement on behalf of Shareholder such Stockholder and to thereby bind Shareholdersuch Stockholder), to consummate the transactions contemplated by this Agreement and to comply with the provisions of this Agreement. This Agreement has been duly executed and delivered by Shareholder such Stockholder and, assuming due authorization, execution and delivery by XxxxxxParent, constitutes a valid and binding obligation of Shareholdersuch Stockholder, enforceable against Shareholder such Stockholder in accordance with its terms, except to the extent that enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors’ rights generally, and (ii) general principles of equity. If Shareholder such Stockholder is a natural person and person, such Stockholder is married and the Subject Shares of Shareholder such Stockholder constitute community property or if spousal or other approval is required for this Agreement to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, Shareholdersuch Stockholder’s spouse, enforceable against such spouse in accordance with its terms.

Organization; Authority; Execution and Delivery; Enforceability. If Shareholder (a) Arsenal is not a natural person, (i) Shareholder is corporation duly organizedincorporated, validly existing and in good standing under the laws Laws of its jurisdiction the State of organization Delaware. (exceptb) Arsenal has all necessary corporate power and authority to (i) enter into this Agreement and each Transaction Document to which it is, in the case of good standingor will be, for entities organized under the laws of any jurisdiction that does not recognize such concept)a party, (ii) subject to obtaining and the effectiveness of the Arsenal Written Consent, perform its obligations under this Agreement and each such Transaction Document and to complete the Arsenal Exchange, the Coniston Transaction and the Contingent Repurchase and (iii) subject to obtaining and the effectiveness of the Written Consents and obtaining the Arsenal Stockholder Approval, complete the Emerald Transaction. The execution, delivery and performance by Arsenal of this Agreement and each Transaction Document to which it is, or will be a party, and, subject to obtaining the Arsenal Written Consent, the completion of the Arsenal Exchange, the Coniston Transaction and the Contingent Repurchase and, subject to obtaining and the effectiveness of the Written Consents and obtaining the Arsenal Stockholder Approval, the Emerald Transaction, have been duly authorized and all necessary corporate proceedings on the part of Arsenal have been taken. This Agreement has been, and each Transaction Document to which Arsenal is, or will be, a party has been or will be, duly executed and delivered by Arsenal, and assuming the due authorization, execution and delivery by each other party, constitutes a legal, valid and binding obligation of this Agreement Arsenal, enforceable in accordance with its terms, except as such enforceability may be limited by Shareholderapplicable bankruptcy, insolvency, moratorium or other similar laws of general application relating to or affecting creditors’ rights generally and except for the consummation limitations imposed by Shareholder general principles of equity. (c) The board of directors and the Audit Committee of Arsenal, at a meeting duly called and held, duly adopted resolutions resolving to: (i) recommend that Arsenal’s stockholders approve the transactions contemplated by this Agreement and the compliance by Shareholder with the provisions of this Agreement have been duly authorized by all necessary action on the part of Shareholder and its governing body, members, stockholders and trustees, as applicable, and (iii) no other proceedings on the part of Shareholder (or Shareholder’s governing body, members, stockholders or trustees, as applicable) are necessary to authorize this Emerald Definitive Agreement, to consummate the transactions contemplated by this Agreement or to comply with the provisions of this Agreement. Shareholder has all requisite corporate, company, partnership or other power and authority to execute and deliver this Agreement (and each person (used herein as defined in the Merger Agreement) executing this Agreement on behalf of Shareholder that is not a natural person has full power, authority and capacity to execute and deliver this Agreement on behalf of Shareholder and to thereby bind Shareholder), to consummate the transactions contemplated by this Agreement and to comply with the provisions of this Agreement. This Agreement has been duly executed and delivered by Shareholder and, assuming due authorization, execution and delivery by Xxxxxx, constitutes a valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, except to the extent that enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors’ rights generally, ; and (ii) general principles of equity. If Shareholder is approve this Agreement, the Emerald Definitive Agreement, each Transaction Document to which Arsenal is, or will be, a natural person and is married party and the Subject Shares transactions contemplated hereby and thereby, including the Coniston Transaction, the Emerald Transaction and the Contingent Repurchase, in the manner required by the General Corporation Law of Shareholder constitute community property or if spousal or other approval is required for this Agreement to be legal, valid the State of Delaware and binding, this Agreement has been duly authorized, executed Arsenal’s Second Amended and delivered by, Restated Certificate of Incorporation and constitutes a valid and binding agreement of, Shareholder’s spouse, enforceable against such spouse in accordance with its termsBylaws.

Organization; Authority; Execution and Delivery; Enforceability. If Shareholder such Stockholder is not a natural person, (i) Shareholder such Stockholder is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization (except, in the case of good standing, for entities organized under the laws of any jurisdiction that does not recognize such concept)organization, (ii) the execution and delivery of this Agreement by Shareholdersuch Stockholder, the consummation by Shareholder such Stockholder of the transactions contemplated by this Agreement and the compliance by Shareholder such Stockholder with the provisions terms of this Agreement have been duly authorized by all necessary action on the part of Shareholder such Stockholder and its governing body, members, stockholders and trustees, as applicable, and (iii) no other proceedings on the part of Shareholder such Stockholder (or Shareholdersuch Stockholder’s governing body, members, stockholders or trustees, as applicable) are necessary to authorize this Agreement, to consummate the transactions contemplated by this Agreement or to comply with the provisions terms of this Agreement. Shareholder Such Stockholder has all requisite corporate, company, partnership or other power and authority to execute and deliver this Agreement (and each person (used herein as defined in the Merger Agreement) Person executing this Agreement on behalf of Shareholder such Stockholder that is not a natural person has full power, authority and capacity to execute and deliver this Agreement on behalf of Shareholder such Stockholder and to thereby bind Shareholdersuch Stockholder), to consummate the transactions contemplated by this Agreement and to comply with the provisions terms of this Agreement. This Agreement has been duly executed and delivered by Shareholder such Stockholder and, assuming due authorization, execution and delivery by XxxxxxParent, constitutes a valid and binding obligation of Shareholdersuch Stockholder, enforceable against Shareholder such Stockholder in accordance with its terms, except to the extent that enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors’ rights generally, and (ii) general principles of equity. If Shareholder is a natural person and such Stockholder is married and the Subject Shares of Shareholder such Stockholder constitute community property or if spousal or other approval is required for this Agreement to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, Shareholdersuch Stockholder’s spouse, enforceable against such spouse in accordance with its terms.

Organization; Authority; Execution and Delivery; Enforceability. If Shareholder is The Stockholder (i) is, if not a natural person, (i) Shareholder is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization (exceptorganization, in the case of good standing, for entities organized under the laws of any jurisdiction that does not recognize such concept), and (ii) has the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated by this Agreement and the compliance by Shareholder with the provisions of this Agreement have been duly authorized by all necessary action on the part of Shareholder and its governing body, members, stockholders and trustees, as applicable, and (iii) no other proceedings on the part of Shareholder (or Shareholder’s governing body, members, stockholders or trustees, as applicable) are necessary to authorize this Agreement, to consummate the transactions contemplated by this Agreement or to comply with the provisions of this Agreement. Shareholder has all requisite corporate, company, partnership or other power and authority to execute and deliver this Agreement (and each person (used herein as defined in the Merger Agreement) executing this Agreement on behalf of Shareholder that is not a natural person has full power, authority and capacity to execute and deliver this Agreement on behalf of Shareholder and to thereby bind Shareholder), to consummate the transactions contemplated by this Agreement hereby and to comply with the terms hereof. The execution and delivery by the Stockholder, the consummation by the Stockholder of the transactions contemplated hereby and compliance by the Stockholder with the provisions hereof have been duly authorized by all necessary corporate, company, partnership or other action on the part of the Stockholder and no other corporate, company, partnership or other proceedings on the part of the Stockholder are necessary to authorize this Agreement, to consummate the transactions contemplated hereby or to comply with the provisions hereof. This Agreement has been duly executed and delivered by Shareholder and, assuming due authorization, execution the Stockholder and delivery by Xxxxxx, constitutes a valid and binding obligation of Shareholderthe Stockholder and, assuming this Agreement constitutes a valid and binding obligation of LabCorp, is enforceable against Shareholder the Stockholder in accordance with its terms, except to the extent that as enforceability may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratoriummoratorium and other laws affecting the rights and remedies of creditors generally and general principles of equity (whether considered in a proceeding in equity or at law). The execution and delivery of this Agreement, fraudulent conveyance the consummation of the transactions contemplated hereby and compliance with the provisions hereof do not and will not conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any lien in or upon any of the properties or assets of the Stockholder under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) any certificate of incorporation or by-laws, partnership agreement or limited liability company agreement (or similar organizational documents) of the Stockholder, (ii) any material contract to which the Stockholder is a party or any of the properties or assets of the Stockholder is subject or (iii) subject to the governmental filings and other matters referred to in the following sentence, any (A) statute, law, ordinance, rule or regulation or (B) judgment, order or decree, in each case, applicable to the Stockholder or its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses, liens or entitlements that individually or in the aggregate could not reasonably be expected to impair in any material respect the ability of the Stockholder to perform its obligations under this Agreement or prevent or materially impede or delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to the Stockholder in connection with the execution and delivery of this Agreement by such Stockholder, the consummation by the Stockholder of the transactions contemplated hereby or the compliance by the Stockholder with the provisions hereof, except for (1) filings under the HSR Act, the Investment Canada Act and the Competition Act (Canada) and any other applicable competition, merger control, antitrust or similar laws now law or hereafter in effect relating to creditors’ rights generallyregulation, and (ii2) general principles such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of equity. If Shareholder is a natural person and is married and which to be obtained or made individually or in the Subject Shares aggregate could not reasonably be expected to impair in any material respect the ability of Shareholder constitute community property or if spousal or other approval is required for the Stockholder to perform its obligations under this Agreement to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, Shareholder’s spouse, enforceable against such spouse in accordance with its termsor prevent or materially impede or delay the consummation of any of the transactions contemplated hereby.

Organization; Authority; Execution and Delivery; Enforceability. (a) If such Shareholder is a natural person, then such Shareholder is of legal age to execute this Agreement and is legally competent to do so. (b) If such Shareholder is not a natural person, : (i) such Shareholder is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization (except, in the case of good standing, for entities organized under the laws of any jurisdiction that does not recognize such concept), organization; (ii) the execution and delivery of this Agreement by ShareholderAgreement, the consummation by Shareholder of the transactions contemplated by this Agreement and the compliance by Shareholder with the provisions terms of this Agreement by such Shareholder have been duly authorized by all necessary action on the part of such Shareholder and its board of directors or applicable governing body, members, stockholders and trustees, as applicable, and ; and (iii) no other proceedings on the part of such Shareholder (or such Shareholder’s board of directors or applicable governing body, members, stockholders or trustees, as applicable) are necessary to authorize this Agreement, to consummate the transactions contemplated by this Agreement or to comply with the provisions terms of this Agreement. . (c) Such Shareholder has all requisite corporate, limited liability company, limited partnership or other applicable entity power and authority to execute and deliver this Agreement (and each person (used herein as defined in the Merger Agreement) executing this Agreement on behalf of Shareholder that is not a natural person has full power, authority and capacity to execute and deliver this Agreement on behalf of Shareholder and to thereby bind Shareholder), to consummate the transactions contemplated by this Agreement and to comply with the provisions terms of this Agreement. . (d) This Agreement has been duly executed and delivered by each Shareholder and, assuming due authorization, execution and delivery by XxxxxxParent and Merger Sub, constitutes a valid and binding obligation of each Shareholder, enforceable against each Shareholder in accordance with its terms, except to the extent that as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar laws now or hereafter in effect relating to affecting creditors’ rights generally, and (ii) by general principles of equity (whether applied in a proceeding at law or in equity. If Shareholder is a natural person and is married and the Subject Shares of Shareholder constitute community property or if spousal or other approval is required for this Agreement to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, Shareholder’s spouse, enforceable against such spouse in accordance with its terms).

Organization; Authority; Execution and Delivery; Enforceability. If Shareholder is not a natural person, (i) Such Shareholder is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization (except, in the case of good standing, for entities organized under the laws of any jurisdiction that does not recognize such concept), (ii) the execution and delivery of this Agreement and the applicable Postal Vote by such Shareholder, the consummation by such Shareholder of the transactions contemplated by this Agreement and the compliance by such Shareholder with the provisions of this Agreement have been duly authorized by all necessary action on the part of such Shareholder and its governing body, members, stockholders and trustees, as applicable, and (iii) no other proceedings on the part of such Shareholder (or such Shareholder’s governing body, members, stockholders or trustees, as applicable) are necessary to authorize this AgreementAgreement or the applicable Postal Vote, to consummate the transactions contemplated by this Agreement or to comply with the provisions of this Agreement. Such Shareholder has all requisite necessary corporate, company, partnership or other power and authority to execute and deliver this Agreement and the applicable Postal Vote (and each person (used herein as defined in the Merger Agreement) Person executing this Agreement and such Postal Vote, as applicable, on behalf of such Shareholder that is not a natural person Person has full power, authority and capacity to execute and deliver this Agreement or such Postal Vote, as applicable, on behalf of such Shareholder and to thereby bind such Shareholder), to consummate the transactions contemplated by this Agreement and to comply with the provisions of this Agreement. This Agreement has and the applicable Postal Vote have each been duly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by Xxxxxx, each constitutes a valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except to the extent that enforceability enforcement thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent conveyance moratorium or other similar laws now or hereafter in effect relating to Laws affecting enforcement of creditors’ rights generally, and (ii) or by general principles of equity. If Shareholder is a natural person and is married and the Subject Shares of Shareholder constitute community property or if spousal or other approval is required for this Agreement to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, Shareholder’s spouse, enforceable against such spouse in accordance with its termsequitable principles.

Organization; Authority; Execution and Delivery; Enforceability. If Shareholder is not a natural person, (i) Shareholder Such Stockholder is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization (except, in the case of good standing, for entities organized under the laws of any jurisdiction that does not recognize such concept)organization, (ii) the execution and delivery of this Agreement by Shareholdersuch Stockholder, the consummation by Shareholder such Stockholder of the transactions contemplated by this Agreement and the compliance by Shareholder such Stockholder with the provisions terms of this Agreement have been duly authorized by all necessary action on the part of Shareholder such Stockholder and its governing body, members, stockholders and trustees, as applicable, and (iii) no other proceedings on the part of Shareholder such Stockholder (or Shareholdersuch Stockholder’s governing body, members, stockholders or trustees, as applicable) are necessary to authorize this Agreement, to consummate the transactions contemplated by this Agreement or to comply with the provisions terms of this Agreement. Shareholder Such Stockholder has all requisite corporate, company, partnership or other entity power and authority authority, as the case may be, to execute and deliver this Agreement (and each person (used herein as defined in the Merger Agreement) Person executing this Agreement on behalf of Shareholder that is not a natural person such Stockholder has full power, authority and capacity to execute and deliver this Agreement on behalf of Shareholder such Stockholder and to thereby bind Shareholdersuch Stockholder), to consummate the transactions contemplated by this Agreement and to comply with the provisions terms of this Agreement. This Agreement has been duly executed and delivered by Shareholder such Stockholder and, assuming due authorization, execution and delivery by XxxxxxSigma, constitutes a valid and binding obligation of Shareholdersuch Stockholder, enforceable against Shareholder such Stockholder in accordance with its terms, except to the extent that enforceability as enforcement may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance reorganization or other similar laws now or hereafter in effect relating to Laws affecting creditors’ rights generally, generally and (ii) by general principles of equity. If Shareholder is a natural person and is married and the Subject Shares of Shareholder constitute community property or if spousal or other approval is required for this Agreement to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, Shareholder’s spouse, enforceable against such spouse in accordance with its terms.

Organization; Authority; Execution and Delivery; Enforceability. If Shareholder is a natural person, (i) Shareholder is of legal age to execute this Agreement and is legally competent to do so, and (ii) the Shareholder’s spouse has executed the form of Spousal Consent attached as Exhibit B, or no consent of Shareholder’s spouse is necessary under any “community property” or other Laws in order for Shareholder to enter into and perform its obligations under this Agreement. If Shareholder is not a natural person, (i) : Shareholder is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization (except, in the case of good standing, for entities organized under the laws of any jurisdiction that does not recognize such concept), (ii) organization; the execution and delivery of this Agreement by ShareholderAgreement, the consummation by Shareholder of the transactions contemplated by this Agreement and the compliance by Shareholder with the provisions terms of this Agreement by Shareholder have been duly authorized by all necessary action on the part of Shareholder and its board of directors or applicable governing body, members, stockholders ; and trustees, as applicable, and (iii) no other proceedings on the part of Shareholder (or Shareholder’s board of directors or applicable governing body, members, stockholders or trustees, as applicable) are necessary to authorize this Agreement, to consummate the transactions contemplated by this Agreement or to comply with the provisions terms of this Agreement. If Shareholder is not a natural person, Shareholder has all requisite corporate, limited liability company, limited partnership or other applicable entity power and authority to execute and deliver this Agreement (and each person (used herein as defined in the Merger Agreement) executing this Agreement on behalf of Shareholder that is not a natural person has full power, authority and capacity to execute and deliver this Agreement on behalf of Shareholder and to thereby bind Shareholder), to consummate the transactions contemplated by this Agreement and to comply with the provisions terms of this Agreement. This Agreement has been duly executed and delivered by Shareholder and, assuming due authorization, execution and delivery by Xxxxxxthe Company, constitutes a valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, except to the extent that as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors’ rights generally, and (ii) general principles of equity. If Shareholder is a natural person and is married and the Subject Shares of Shareholder constitute community property or if spousal or other approval is required for this Agreement to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, Shareholder’s spouse, enforceable against such spouse in accordance with its termsEnforceability Exceptions.

Organization; Authority; Execution and Delivery; Enforceability. (a) If Shareholder is a natural person, (i) Shareholder is of legal age to execute this Agreement and is legally competent to do so, and (ii) the Shareholder’s spouse has executed the form of Spousal Consent attached as Exhibit B, or no consent of Shareholder’s spouse is necessary under any “community property” or other Laws in order for Shareholder to enter into and perform its obligations under this Agreement. (b) If Shareholder is not a natural person, : (i) Shareholder is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization (except, in the case of good standing, for entities organized under the laws of any jurisdiction that does not recognize such concept), organization; (ii) the execution and delivery of this Agreement by ShareholderAgreement, the consummation by Shareholder of the transactions contemplated by this Agreement and the compliance by Shareholder with the provisions terms of this Agreement by Shareholder have been duly authorized by all necessary action on the part of Shareholder and its board of directors or applicable governing body, members, stockholders and trustees, as applicable, and ; and (iii) no other proceedings on the part of Shareholder (or Shareholder’s board of directors or applicable governing body, members, stockholders or trustees, as applicable) are necessary to authorize this Agreement, to consummate the transactions contemplated by this Agreement or to comply with the provisions terms of this Agreement. . (c) If Shareholder is not a natural person, Shareholder has all requisite corporate, limited liability company, limited partnership or other applicable entity power and authority to execute and deliver this Agreement (and each person (used herein as defined in the Merger Agreement) executing this Agreement on behalf of Shareholder that is not a natural person has full power, authority and capacity to execute and deliver this Agreement on behalf of Shareholder and to thereby bind Shareholder), to consummate the transactions contemplated by this Agreement and to comply with the provisions terms of this Agreement. . (d) This Agreement has been duly executed and delivered by Shareholder Xxxxxxxxxxx and, assuming due authorization, execution and delivery by Xxxxxxthe Company, constitutes a valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, except to the extent that as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors’ rights generally, and (ii) general principles of equity. If Shareholder is a natural person and is married and the Subject Shares of Shareholder constitute community property or if spousal or other approval is required for this Agreement to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, Shareholder’s spouse, enforceable against such spouse in accordance with its termsEnforceability Exceptions.

Organization; Authority; Execution and Delivery; Enforceability. If Shareholder is not a natural person, (i) Shareholder Such Stockholder is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization (except, in the case of good standing, for entities organized under the laws of any jurisdiction that does not recognize such concept)organization, (ii) the execution and delivery of this Agreement by Shareholdersuch Stockholder, the consummation by Shareholder such Stockholder of the transactions contemplated by this Agreement and the compliance by Shareholder such Stockholder with the provisions terms of this Agreement have been duly authorized by all necessary action on the part of Shareholder such Stockholder and its governing body, members, stockholders and trustees, as applicable, and (iii) no other proceedings on the part of Shareholder such Stockholder (or Shareholdersuch Stockholder’s governing body, members, stockholders or trustees, as applicable) are necessary to authorize this Agreement, to consummate the transactions contemplated by this Agreement or to comply with the provisions terms of this Agreement. Shareholder Such Stockholder has all requisite corporate, company, partnership or other entity power and authority authority, as the case may be, to execute and deliver this Agreement (and each person (used herein as defined in the Merger Agreement) Person executing this Agreement on behalf of Shareholder that is not a natural person such Stockholder has full power, authority and capacity to execute and deliver this Agreement on behalf of Shareholder such Stockholder and to thereby bind Shareholdersuch Stockholder), to consummate the transactions contemplated by this Agreement and to comply with the provisions terms of this Agreement. This Agreement has been duly executed and delivered by Shareholder such Stockholder and, assuming due authorization, execution and delivery by XxxxxxBeta, constitutes a valid and binding obligation of Shareholdersuch Stockholder, enforceable against Shareholder such Stockholder in accordance with its terms, except to the extent that enforceability as enforcement may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance reorganization or other similar laws now or hereafter in effect relating to Laws affecting creditors’ rights generally, generally and (ii) by general principles of equity. If Shareholder is a natural person and is married and the Subject Shares of Shareholder constitute community property or if spousal or other approval is required for this Agreement to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, Shareholder’s spouse, enforceable against such spouse in accordance with its terms.

Organization; Authority; Execution and Delivery; Enforceability. (a) If Shareholder is a natural person, (i) Shareholder is of legal age to execute this Agreement and is legally competent to do so, and (ii) the Shareholder’s spouse has executed the form of Spousal Consent attached as Exhibit C, or no consent of Shareholder’s spouse is necessary under any “community property” or other Laws in order for Shareholder to enter into and perform its obligations under this Agreement. (b) If Shareholder is not a natural person, : (i) Shareholder is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization (except, in the case of good standing, for entities organized under the laws of any jurisdiction that does not recognize such concept), organization; (ii) the execution and delivery of this Agreement by ShareholderAgreement, the consummation by Shareholder of the transactions contemplated by this Agreement and the compliance by Shareholder with the provisions terms of this Agreement by Shareholder have been duly authorized by all necessary action on the part of Shareholder and its board of directors or applicable governing body, members, stockholders and trustees, as applicable, and ; and (iii) no other proceedings on the part of Shareholder (or Shareholder’s board of directors or applicable governing body, members, stockholders or trustees, as applicable) are necessary to authorize this Agreement, to consummate the transactions contemplated by this Agreement or to comply with the provisions terms of this Agreement. . (c) If Shareholder is not a natural person, Shareholder has all requisite corporate, limited liability company, limited partnership or other applicable entity power and authority to execute and deliver this Agreement (and each person (used herein as defined in the Merger Agreement) executing this Agreement on behalf of Shareholder that is not a natural person has full power, authority and capacity to execute and deliver this Agreement on behalf of Shareholder and to thereby bind Shareholder), to consummate the transactions contemplated by this Agreement and to comply with the provisions terms of this Agreement. . (d) This Agreement has been duly executed and delivered by Shareholder Xxxxxxxxxxx and, assuming due authorization, execution and delivery by XxxxxxXxxxxx and Merger Sub, constitutes a valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, except to the extent that as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors’ rights generally, and (ii) general principles of equity. If Shareholder is a natural person and is married and the Subject Shares of Shareholder constitute community property or if spousal or other approval is required for this Agreement to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, Shareholder’s spouse, enforceable against such spouse in accordance with its termsEnforceability Exceptions.

Organization; Authority; Execution and Delivery; Enforceability. If Shareholder is not a natural person, (i) Such Shareholder is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization (except, in the case of good standing, for entities organized under the laws of any jurisdiction that does not recognize such concept), , (ii) the execution and delivery of this Agreement and the applicable Postal Vote by such Shareholder, the consummation by such Shareholder of the transactions contemplated by this Agreement and the compliance by such Shareholder with the provisions of this Agreement have been duly authorized by all necessary action on the part of such Shareholder and its governing body, members, stockholders and trustees, as applicable, and (iii) no other proceedings on the part of such Shareholder (or such Shareholder’s governing body, members, stockholders or trustees, as applicable) are necessary to authorize this AgreementAgreement or the applicable Postal Vote, to consummate the transactions contemplated by this Agreement or to comply with the provisions of this Agreement. Such Shareholder has all requisite necessary corporate, company, partnership or other power and authority to execute and deliver this Agreement and the applicable Postal Vote (and each person (used herein as defined in the Merger Agreement) Person executing this Agreement and such Postal Vote, as applicable, on behalf of such Shareholder that is not a natural person Person has full power, authority and capacity to execute and deliver this Agreement or such Postal Vote, as applicable, on behalf of such Shareholder and to thereby bind such Shareholder), to consummate the transactions contemplated by this Agreement and to comply with the provisions of this Agreement. This Agreement has and the applicable Postal Vote have each been duly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by Xxxxxx, each constitutes a valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except to the extent that enforceability enforcement thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent conveyance moratorium or other similar laws now or hereafter in effect relating to Laws affecting enforcement of creditors’ rights generally, and (ii) or by general principles of equity. If Shareholder is a natural person and is married and the Subject Shares of Shareholder constitute community property or if spousal or other approval is required for this Agreement to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, Shareholder’s spouse, enforceable against such spouse in accordance with its termsequitable principles.

Organization; Authority; Execution and Delivery; Enforceability. If Shareholder (a) Seller is a private limited company duly organized and validly existing under the laws of England and Wales and has all requisite power and authority to own the Shares and to own, operate, lease and encumber its other properties and to carry on its business as currently conducted. Seller Parent is a private limited company duly organized and validly existing under the laws of England and Wales and has all requisite power and authority to own, operate, lease and encumber its other properties and to carry on its business as currently conducted. Each of Seller and Seller Parent is licensed or qualified to do business, and is in good standing, in each other jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such licensing or qualification necessary, except for any such failures that, individually or in the aggregate, have not had and would not reasonably be expected to have a natural personMaterial Adverse Effect. Each of Seller and Seller Parent has the right, power, authority and capacity to execute, deliver and perform this Agreement and the other Transaction Documents to which it is contemplated to be a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary action and no other action on the part of Seller, Seller Parent or their respective shareholders is necessary to authorize the execution, delivery and performance of this Agreement and such Transaction Documents or the consummation of the transactions contemplated hereby and thereby. As of the date hereof, the directors of LINPAC Holdings have approved this Agreement and the transactions contemplated hereby, which approval includes a recommendation to be provided to the lenders and shareholders that such lenders and shareholders provide the Holdings Consent. Each of this Agreement and such Transaction Documents has been duly executed and delivered by Seller and Seller Parent, respectively, and (iwhen duly authorized, executed and delivered by Buyer) Shareholder constitutes (or, in the case of Transaction Documents to be executed by Seller after the date hereof, when delivered, will be duly executed and delivered by Seller and will constitute) the legal, valid and binding obligation of Seller and Seller Parent, respectively, enforceable against each of them in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting the enforcement of creditors’ rights generally and general principles of equity that restrict the availability of equitable remedies. (b) Each Company is a corporation or limited partnership, as indicated in the Recitals hereto, duly incorporated or organized, validly existing and in good standing under the laws Laws of the jurisdiction of its jurisdiction of incorporation or organization (except, in the case of good standing, for entities organized under the laws of any jurisdiction that does not recognize such concept), (ii) the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated by this Agreement and the compliance by Shareholder with the provisions of this Agreement have been duly authorized by all necessary action on the part of Shareholder and its governing body, members, stockholders and trustees, as applicable, and (iii) no other proceedings on the part of Shareholder (or Shareholder’s governing body, members, stockholders or trustees, as applicable) are necessary to authorize this Agreement, to consummate the transactions contemplated by this Agreement or to comply with the provisions of this Agreement. Shareholder has all requisite corporate, company, corporate or partnership or other power and authority to execute own, operate, lease and deliver this Agreement (encumber its properties and to carry on its business as currently conducted. Each Company is licensed or qualified to do business and in good standing in each person (used herein as defined jurisdiction in which it owns or leases the Real Property, the character of the properties owned or leased by it otherwise, or the nature of its business makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing, individually or in the Merger Agreement) executing this Agreement on behalf aggregate, would not reasonably be expected to have a Material Adverse Effect. True, correct and complete copies of Shareholder that is not a natural person has full powerall Organizational Documents of each Company, authority and capacity in each case as amended to execute and deliver this Agreement on behalf of Shareholder and date, have been made available to thereby bind ShareholderBuyer, no amendments thereto are pending (other than the amendment to the Ropak Canada Organizational Documents contemplated in Exhibit 1.l(a)), to consummate the transactions contemplated by this Agreement and to comply with the provisions no Company is in default under or in violation of this Agreement. This Agreement has been duly executed and delivered by Shareholder and, assuming due authorization, execution and delivery by Xxxxxx, constitutes a valid and binding obligation any provision of Shareholder, enforceable against Shareholder in accordance with its terms, except to the extent that enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors’ rights generally, and (ii) general principles of equity. If Shareholder is a natural person and is married and the Subject Shares of Shareholder constitute community property or if spousal or other approval is required for this Agreement to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, Shareholder’s spouse, enforceable against such spouse in accordance with its termsOrganizational Documents.

Organization; Authority; Execution and Delivery; Enforceability. If such Shareholder is not a natural person, (i) such Shareholder is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization (except, in the case of good standing, for entities organized under the laws of any jurisdiction that does not recognize such concept)organization, (ii) the execution and delivery of this Agreement by such Shareholder, the consummation by such Shareholder of the transactions contemplated by this Agreement and the compliance by such Shareholder with the provisions terms of this Agreement have been duly authorized by all necessary action on the part of such Shareholder and its governing body, members, stockholders and trustees, as applicable, and (iii) no other proceedings on the part of such Shareholder (or such Shareholder’s governing body, members, stockholders or trustees, as applicable) are necessary to authorize this Agreement, to consummate the transactions contemplated by this Agreement or to comply with the provisions terms of this Agreement. Such Shareholder has all requisite corporate, company, partnership or other power and authority to execute and deliver this Agreement (and each person (used herein as defined in the Merger Agreement) Person executing this Agreement on behalf of such Shareholder that is not a natural person has full power, authority and capacity to execute and deliver this Agreement on behalf of such Shareholder and to thereby bind such Shareholder), to consummate the transactions contemplated by this Agreement and to comply with the provisions terms of this Agreement. This Agreement has been duly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by XxxxxxBuyer, constitutes a valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except to the extent that enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors’ rights generally, and (ii) general principles of equity. If such Shareholder is a natural person and is married and the Subject Shares of such Shareholder constitute community property or if spousal or other approval is required for this Agreement to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, such Shareholder’s spouse, enforceable against such spouse in accordance with its terms.