Common use of Organization, Standing and Authority Clause in Contracts

Organization, Standing and Authority. Each such Rollover Shareholder has full legal right, power, capacity and authority to execute and deliver this Agreement, to perform such Rollover Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Rollover Shareholder. Assuming due authorization, execution and delivery by Parent, this Agreement constitutes a legal, valid and binding obligation of such Rollover Shareholder, enforceable against such Rollover Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). If such Rollover Shareholder is married, and any of such Rollover Shareholder’s Owned Shares constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Rollover Shareholder’s spouse and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Rollover Shareholder’s spouse, enforceable against such Rollover Shareholder’s spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

Organization, Standing and Authority. Each such Rollover Shareholder Stockholder which is an entity is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and has full legal right, power, capacity all requisite power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder; each such Rollover Stockholder who is a natural Person has full legal power and capacity to execute and deliver this Agreement and to perform such Rollover ShareholderStockholder’s obligations hereunder and to consummate the transactions contemplated herebyhereunder. This Agreement has been duly and validly executed and delivered by such Rollover Shareholder. Assuming Stockholder and, assuming due authorization, execution and delivery by ParentParent and Holdco, this Agreement constitutes a legal, valid and binding obligation of such Rollover ShareholderStockholder, enforceable against such Rollover Shareholder Stockholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at lawLaw). If such Rollover Shareholder Stockholder is married, and any of the Rollover Shares of such Rollover Shareholder’s Owned Shares Stockholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Rollover ShareholderStockholder’s spouse and, assuming due authorization, execution and delivery by ParentParent and Holdco, constitutes a legal, valid and binding obligation of such Rollover ShareholderStockholder’s spouse, enforceable against such Rollover ShareholderStockholder’s spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at lawLaw).

Organization, Standing and Authority. Each such Rollover Shareholder Holder that is an entity is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and has full legal right, power, capacity all requisite power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder; each such Rollover Holder who is a natural Person has full legal power and capacity to execute and deliver this Agreement and to perform such Rollover ShareholderHolder’s obligations hereunder and to consummate the transactions contemplated herebyhereunder. This Agreement has been duly and validly executed and delivered by such Rollover Shareholder. Assuming Holder and, assuming due authorization, execution and delivery by ParentParent and Holdco, this Agreement constitutes a legal, valid and binding obligation of such Rollover ShareholderHolder, enforceable against such Rollover Shareholder Holder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at lawLaw). If such Rollover Shareholder Holder is married, and any of the Rollover Shares of such Rollover Shareholder’s Owned Shares constitute Holder constitutes community property or otherwise need needs spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Rollover ShareholderHolder’s spouse and, assuming due authorization, execution and delivery by ParentParent and Holdco, constitutes a legal, valid and binding obligation of such Rollover ShareholderHolder’s spouse, enforceable against such Rollover ShareholderHolder’s spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at lawLaw).

Organization, Standing and Authority. Each such Rollover Shareholder has full legal right, power, capacity and authority to execute and deliver this Agreement, to perform such Rollover Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Rollover Shareholder. Assuming due authorization, execution and delivery by Parent, this Agreement constitutes a legal, valid and binding obligation of such Rollover Shareholder, enforceable against such Rollover Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). If such Rollover Shareholder is married, and any of such Rollover Shareholder’s Owned Shares and Share Awards constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Rollover Shareholder’s spouse and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Rollover Shareholder’s spouse, enforceable against such Rollover Shareholder’s spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

Organization, Standing and Authority. Each such Rollover Shareholder has full legal right, power, capacity all requisite power and authority to execute and deliver this Agreement, Agreement and to perform his or her obligations hereunder, with no limitations, qualifications or restrictions on such Rollover Shareholder’s obligations hereunder power, subject to applicable securities laws and to consummate the transactions contemplated herebyterms of this Agreement. This Agreement has been duly and validly executed and delivered by such Rollover Shareholder. Assuming Shareholder and, assuming due authorization, execution and delivery by Parent, this Agreement constitutes a legal, valid and binding obligation of such Rollover Shareholder, enforceable against such Rollover Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at lawLaw). If such Rollover Shareholder is married, and any of the Rollover Shares of such Rollover Shareholder’s Owned Shares Shareholder constitute community property or common property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Rollover Shareholder’s spouse and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Rollover Shareholder’s spouse, enforceable against such Rollover Shareholder’s spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at lawLaw).

Organization, Standing and Authority. Each such Rollover Shareholder Stockholder which is an entity is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and has full legal right, power, capacity all requisite power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder; each such Rollover Stockholder who is a natural Person has full legal power and capacity to execute and deliver this Agreement and to perform such Rollover ShareholderStockholder’s obligations hereunder and to consummate the transactions contemplated herebyhereunder. This Agreement has been duly and validly executed and delivered by such Rollover Shareholder. Assuming Stockholder and, assuming due authorization, execution and delivery by ParentParent and Holdco, this Agreement constitutes a legal, valid and binding obligation of such Rollover ShareholderStockholder, enforceable against such Rollover Shareholder Stockholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). If such Rollover Shareholder Stockholder is married, and any of the Rollover Shares of such Rollover Shareholder’s Owned Shares Stockholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Rollover ShareholderStockholder’s spouse and, assuming due authorization, execution and delivery by ParentParent and Holdco, constitutes a legal, valid and binding obligation of such Rollover ShareholderStockholder’s spouse, enforceable against such Rollover ShareholderStockholder’s spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

Organization, Standing and Authority. Each such Such Rollover Shareholder has full legal right, power, power and capacity and authority to execute and deliver this Agreement, Agreement and to perform such Rollover Shareholder’s obligations hereunder and to consummate the transactions contemplated herebyhereunder. This Agreement has been duly and validly executed and delivered by such Rollover Shareholder. Assuming Shareholder and, assuming due authorization, execution and delivery by Parent, this Agreement constitutes a legal, valid and binding obligation of such Rollover Shareholder, enforceable against such Rollover Shareholder in accordance with its terms, except as that enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at lawLaw). If such Rollover Shareholder is married, and any of the Rollover Shares of such Rollover Shareholder’s Owned Shares Shareholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Rollover Shareholder’s spouse and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Rollover Shareholder’s spouse, enforceable against such Rollover Shareholder’s spouse in accordance with its terms, except as that enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at lawLaw).

Organization, Standing and Authority. Each such Such Rollover Shareholder Holder, if an entity, is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation and has full legal right, power, capacity all requisite power and authority to execute and deliver this AgreementAgreement and to perform its obligations hereunder; such Rollover Holder, if a natural person, has full legal power and capacity to execute and deliver this Agreement and to perform such Rollover ShareholderHolder’s obligations hereunder and to consummate the transactions contemplated herebyhereunder. This Agreement has been duly and validly executed and delivered by such Rollover Shareholder. Assuming Holder and, assuming due authorization, execution and delivery by ParentParent and Purchaser, this Agreement constitutes a legal, valid and binding obligation of such Rollover ShareholderHolder, enforceable against such Rollover Shareholder Holder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at lawLaw). If such Rollover Shareholder Holder is married, and any of the Shares of such Rollover Shareholder’s Owned Shares Holder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Rollover ShareholderHolder’s spouse and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Rollover ShareholderHolder’s spouse, enforceable against such Rollover ShareholderHolder’s spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at lawLaw).

Organization, Standing and Authority. Each such Such Rollover Shareholder Person has full legal right, power, power and capacity and authority to execute and deliver this Agreement, Agreement and to perform such Rollover ShareholderPerson’s obligations hereunder and to consummate the transactions contemplated herebyhereunder. This Agreement has been duly and validly executed and delivered by such Rollover Shareholder. Assuming Person and, assuming due authorization, execution and delivery by Parent, this Agreement constitutes a legal, valid and binding obligation of such Rollover ShareholderPerson, enforceable against such Rollover Shareholder Person in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). If such Rollover Shareholder Person is married, and any of the Rollover Shares or Rollover Options of such Rollover Shareholder’s Owned Shares Person constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Rollover ShareholderPerson’s spouse and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Rollover ShareholderPerson’s spouse, enforceable against such Rollover ShareholderPerson’s spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

Organization, Standing and Authority. Each such The Rollover Shareholder Person has full legal right, power, power and capacity and authority to execute and deliver this Agreement, Agreement and to perform such the Rollover ShareholderPerson’s obligations hereunder and to consummate the transactions contemplated herebyhereunder. This Agreement has been duly and validly executed and delivered by such the Rollover Shareholder. Assuming Person and, assuming due authorization, execution and delivery by Parent, this Agreement constitutes a legal, valid and binding obligation of such the Rollover ShareholderPerson, enforceable against such the Rollover Shareholder Person in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). If such the Rollover Shareholder Person is married, and any of such the Rollover Shareholder’s Owned Shares of the Rollover Person constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such the Rollover ShareholderPerson’s spouse and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such the Rollover ShareholderPerson’s spouse, enforceable against such the Rollover ShareholderPerson’s spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

Organization, Standing and Authority. Each such Rollover Shareholder has full legal right, power, power and capacity and authority to execute and deliver this Agreement, Agreement and to perform such Rollover Shareholder’s obligations hereunder and to consummate the transactions contemplated herebyhereunder. This Agreement has been duly and validly executed and delivered by such Rollover Shareholder. Assuming Shareholder and, assuming due authorization, execution and delivery by ParentParent and Holdco, this Agreement constitutes a legal, valid and binding obligation of such Rollover Shareholder, enforceable against such Rollover Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). If such Rollover Shareholder is married, and any of the Owned Shares of such Rollover Shareholder’s Owned Shares Shareholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Rollover Shareholder’s spouse and, assuming due authorization, execution and delivery by ParentParent and Holdco, constitutes a legal, valid and binding obligation of such Rollover Shareholder’s spouse, enforceable against such Rollover Shareholder’s spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

Organization, Standing and Authority. Each such Rollover Shareholder has full legal right, power, capacity and authority to execute and deliver this Agreement, to perform such Rollover Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Rollover Shareholder. Assuming due authorization, execution and delivery by Parent, this Agreement constitutes a legal, valid and binding obligation of such Rollover Shareholder, enforceable against such Rollover Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). If such Rollover Shareholder is married, and any of such Rollover Shareholder’s Owned Rollover Shares constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Rollover Shareholder’s spouse and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Rollover Shareholder’s spouse, enforceable against such Rollover Shareholder’s spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

Organization, Standing and Authority. Each such Rollover Shareholder has full legal right, power, capacity all requisite power and authority to execute and deliver this Agreement, Agreement and to perform his or her obligations hereunder, with no limitations, qualifications or restrictions on such Rollover Shareholder’s obligations hereunder power, subject to applicable securities laws and to consummate the transactions contemplated herebyterms of this Agreement. This Agreement has been duly and validly executed and delivered by such Rollover Shareholder. Assuming Shareholder and, assuming due authorization, execution and delivery by Parent, this Agreement constitutes a legal, valid and binding obligation of such Rollover Shareholder, enforceable against such Rollover Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at lawLaw). If such Rollover Shareholder is married, and any of the Shares of such Rollover Shareholder’s Owned Shares Shareholder constitute community property or common property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Rollover Shareholder’s spouse and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Rollover Shareholder’s spouse, enforceable against such Rollover Shareholder’s spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at lawLaw).

Organization, Standing and Authority. Each such Rollover Shareholder Stockholder which is an entity is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and has full legal right, power, capacity all requisite power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder. Each such Rollover Stockholder who is a natural Person has full legal power and capacity to execute and deliver this Agreement and to perform such Rollover ShareholderStockholder’s obligations hereunder and to consummate the transactions contemplated herebyhereunder. This Agreement has been duly and validly executed and delivered by such Rollover Shareholder. Assuming Stockholder and, assuming due authorization, execution and delivery by ParentParent and Holdco, this Agreement constitutes a legal, valid and binding obligation of such Rollover ShareholderStockholder, enforceable against such Rollover Shareholder Stockholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). If such Rollover Shareholder Stockholder is married, and any of the Rollover Shares of such Rollover Shareholder’s Owned Shares Stockholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Rollover ShareholderStockholder’s spouse and, assuming due authorization, execution and delivery by ParentParent and Holdco, constitutes a legal, valid and binding obligation of such Rollover ShareholderStockholder’s spouse, enforceable against such Rollover ShareholderStockholder’s spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

Organization, Standing and Authority. Each such Rollover Shareholder Stockholder has full legal right, power, power and capacity and authority to execute and deliver this Agreement, Agreement and to perform such Rollover ShareholderStockholder’s obligations hereunder and to consummate the transactions contemplated herebyhereunder. This Agreement has been duly and validly executed and delivered by such Rollover Shareholder. Assuming Stockholder and, assuming due authorization, execution and delivery by ParentParent and Holdco, this Agreement constitutes a legal, valid and binding obligation of such Rollover ShareholderStockholder, enforceable against such Rollover Shareholder Stockholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). If such Rollover Shareholder Stockholder is married, and any of the Rollover Shares of such Rollover Shareholder’s Owned Shares Stockholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Rollover ShareholderStockholder’s spouse and, assuming due authorization, execution and delivery by ParentParent and Holdco, constitutes a legal, valid and binding obligation of such Rollover ShareholderStockholder’s spouse, enforceable against such Rollover ShareholderStockholder’s spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

Organization, Standing and Authority. Each The Founder and each such Rollover Shareholder has full legal right, power, power and capacity and authority to execute and deliver this Agreement, Agreement and to perform the Founder’s or such Rollover Shareholder’s obligations hereunder and to consummate the transactions contemplated herebyhereunder. This Agreement has been duly and validly executed and delivered by the Founder or such Rollover Shareholder. Assuming Shareholder and, assuming due authorization, execution and delivery by Parent, this Agreement constitutes a legal, valid and binding obligation of the Founder or such Rollover Shareholder, as applicable, enforceable against the Founder or such Rollover Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). If the Founder or such Rollover Shareholder is married, and any of the Founder Shares or Rollover Shares of such Rollover Shareholder’s Owned Shares , as applicable, constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by the Founder’s or such Rollover Shareholder’s spouse spouse, as applicable, and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of the Founder’s or such Rollover Shareholder’s spouse, as applicable, enforceable against the Founder’s or such Rollover Shareholder’s spouse spouse, as applicable, in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

Organization, Standing and Authority. Each such Rollover Shareholder has full legal right, power, power and capacity and authority to execute and deliver this Agreement, Agreement and to perform such Rollover Shareholder’s obligations hereunder and to consummate the transactions contemplated herebyhereunder. This Agreement has been duly and validly executed and delivered by such Rollover Shareholder. Assuming Shareholder and, assuming due authorization, execution and delivery by Parent, this Agreement constitutes a legal, valid and binding obligation of such Rollover Shareholder, enforceable against such Rollover Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at lawLaw). If such Rollover Shareholder is married, and any of the Rollover Shares of such Rollover Shareholder’s Owned Shares Shareholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Rollover Shareholder’s spouse and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Rollover Shareholder’s spouse, enforceable against such Rollover Shareholder’s spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at lawLaw).

Organization, Standing and Authority. Each such Rollover Shareholder Holder has full legal right, power, power and capacity and authority to execute and deliver this Agreement, Agreement and to perform such Rollover ShareholderHolder’s obligations hereunder and to consummate the transactions contemplated herebyhereunder. This Agreement has been duly and validly executed and delivered by such Rollover Shareholder. Assuming Holder and, assuming due authorization, execution and delivery by Parent, this Agreement Holdco and the Company, constitutes a legal, valid and binding obligation of such Rollover ShareholderHolder, enforceable against such Rollover Shareholder Holder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at lawLaw). If such Rollover Shareholder Holder is married, and any of the Rollover Shares of such Rollover Shareholder’s Owned Shares Holder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Rollover ShareholderHolder’s spouse and, assuming due authorization, execution and delivery by Parent, Holdco and the Company, constitutes a legal, valid and binding obligation of such Rollover ShareholderHolder’s spouse, enforceable against such Rollover ShareholderHolder’s spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at lawLaw).