Common use of Power and Authority; Effect of Agreement Clause in Contracts

Power and Authority; Effect of Agreement. (a) Seller has all requisite limited liability company power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by Seller of this Agreement and the consummation by it of the transactions contemplated hereby have been duly authorized by all requisite organizational action on the part of Seller. No vote or consent by any members or other equity owners of Seller is required to authorize this Agreement or the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller and, assuming the due authorization, execution and delivery thereof by Purchaser, this Agreement constitutes a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors’ rights generally or by general principles of equity. (b) The execution, delivery and performance by Seller of this Agreement and the consummation by it of the transactions contemplated hereby, as applicable, will not, with or without the giving of notice or the lapse of time or both, subject to obtaining any required Governmental Approvals referred to in Section 3.17, Section 4.03 and Section 5.04: (i) violate any provision of Law to which Seller is subject, (ii) violate any Order that is applicable to Seller or (iii) conflict with or result in a breach of the provisions of or the creation of any Encumbrance under, or constitute a default or create a right of acceleration, termination or amendment under, (A) the Constituent Documents of Seller or (B) any Contract to which Seller is a party, except for Impacts which would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement or to have a material adverse effect on the ability of Seller to perform its obligations under this Agreement in a timely manner.

Power and Authority; Effect of Agreement. (a) The Seller has all requisite limited liability company full power and authority to execute, execute and deliver and perform this Agreement and to perform its obligations and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Seller of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby (i) have been duly and validly authorized by the Seller, and no other corporate actions on the part of the Seller are necessary to authorize the execution and delivery of this Agreement and the consummation by it of the transactions contemplated hereby have been duly authorized by all requisite organizational action on the part of Seller. No vote or consent by any members or other equity owners of Seller is required to authorize this Agreement or the consummation of the transactions contemplated hereby; (ii) do not contravene, conflict with or result in a violation of any Applicable Law, or the Seller’s certificate or articles of organization or incorporation or bylaws, (iii) do not require any consent under, or violate, conflict, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, any term, condition or provision of any agreement or other instrument binding upon the Seller; and (iv) do not require any consent, notice or filing of any kind from or to any Governmental Authority having competent jurisdiction over the Seller, except for any filings required to be made under Section 13(d) and Section 16 of the Exchange Act. This Agreement has been duly and validly executed and delivered by the Seller andand constitutes, assuming the due authorization, execution and delivery thereof by Purchaserthe Purchasers, this Agreement constitutes a valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by subject to applicable bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and similar Applicable Laws now or other similar Laws hereafter in effect relating to or affecting creditors’ rights and remedies generally or by and to general principles of equity. (b) The execution, delivery and performance by Seller of this Agreement and the consummation by it of the transactions contemplated hereby, as applicable, will not, with or without the giving of notice or the lapse of time or both, subject to obtaining any required Governmental Approvals referred to in Section 3.17, Section 4.03 and Section 5.04: (i) violate any provision of Law to which Seller is subject, (ii) violate any Order that is applicable to Seller or (iii) conflict with or result in a breach of the provisions of or the creation of any Encumbrance under, or constitute a default or create a right of acceleration, termination or amendment under, (A) the Constituent Documents of Seller or (B) any Contract to which Seller is a party, except for Impacts which would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement or to have a material adverse effect on the ability of Seller to perform its obligations under this Agreement in a timely manner.

Power and Authority; Effect of Agreement. (a) Seller The Company has all requisite limited liability company corporate power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by Seller the Company of this Agreement and the consummation by it the Company of the transactions contemplated hereby have been duly authorized by all requisite organizational action on the part of Seller. No vote or consent by any members or other equity owners of Seller is Company Board and no further corporate authorization will be required to authorize this Agreement or the consummation of the transactions contemplated herebywith respect thereto. This Agreement has been duly and validly executed and delivered by Seller the Company and, assuming the due authorization, execution and delivery thereof by Purchaser, this Agreement constitutes a valid and binding obligation of Sellerthe Company, enforceable against Seller the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors’ rights generally or by general principles of equity. (b) The execution, delivery and performance by Seller the Company of this Agreement and the consummation by it the Company of the transactions contemplated hereby, as applicable, hereby will not, with or without the giving of notice or the lapse of time or both, subject to obtaining any required Governmental Approvals referred to in Section 3.17, Section 4.03 and Section 5.04: (i) violate any provision of Law to which Seller the Company or any of its Subsidiaries is subject, (ii) violate any Order that is applicable to Seller the Company or any of its Subsidiaries or (iii) conflict with or result in a breach of the provisions of or the creation of any Encumbrance under, or constitute a default or create a right of acceleration, termination termination, amendment or amendment any similar right under, , (A) the Constituent Documents of Seller the Company or any of its Subsidiaries or (B) any Permit or Contract to which Seller the Company or any of its Subsidiaries is a party, except solely with respect to clause (B) for Impacts violations, conflicts, breaches, creations of Encumbrances or rights, or defaults (collectively, “Impacts”) which would not, individually or in the aggregate, reasonably be expected to be material to the Company or to prevent or materially delay the consummation of the transactions contemplated by this Agreement or to have a material adverse effect on the ability of Seller to perform its obligations under this Agreement in a timely mannerAgreement.

Power and Authority; Effect of Agreement. (a) Each of Trak and Seller has have, and the Company will have, all requisite limited liability company power and authority to execute, deliver and perform this Agreement and all other agreements, certificates, instruments and other documents to be executed and delivered by it in connection herewith (collectively, the "Ancillary Documents"), as the case may be, and to consummate the transactions contemplated hereby. The execution, delivery hereby and performance by Seller of this Agreement and the consummation by it of the transactions contemplated hereby have been duly authorized by all requisite organizational action on the part of Seller. No vote or consent by any members or other equity owners of Seller is required to authorize this Agreement or the consummation of the transactions contemplated herebythereby. This Agreement has been duly and validly executed and delivered by each of Trak and Seller and, assuming and constitutes the due authorization, execution and delivery thereof by Purchaser, this Agreement constitutes a valid and binding obligation of Trak and Seller, and each such Ancillary Document, upon execution and delivery by Trak, Seller or the Company, will constitute the valid and binding obligation of Trak, Seller or the Company, as the case may be, in each case enforceable against Trak, Seller or the Company, as the case may be, in accordance with its terms, except as to the extent that such enforceability (i) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws relating to creditors’ ' rights generally or by and (ii) is subject to general principles of equity. (b) . The execution, delivery and performance by Trak and Seller of this Agreement Agreement, the execution, delivery and performance by Trak, Seller or the Company of such Ancillary Documents to which it is a party, and the consummation by it each of Trak, Seller and the Company of the transactions contemplated hereby, as applicable, hereby and thereby will not, with or without the giving of notice or the lapse of time time, or both, (A) subject to obtaining any required Governmental Approvals referred to in Section 3.17compliance with the applicable requirements of the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, Section 4.03 and Section 5.04: as amended (i) the "HSR Act"), violate or conflict with any provision of Law law, rule or regulation to which Trak, Seller or the Company is subjectsubject or by which any of the property of Trak, Seller or the Company is bound, (iiB) violate or conflict with any Order that is order, judgment or decree applicable to Seller or the Company, or (iiiC) violate or conflict with or result in a breach any provision of the provisions organizational documents of Trak, Seller or the creation of any Encumbrance under, or constitute a default or create a right of acceleration, termination or amendment under, (A) the Constituent Documents of Seller or (B) any Contract to which Seller is a party, except for Impacts which would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement or to have a material adverse effect on the ability of Seller to perform its obligations under this Agreement in a timely mannerCompany.

Power and Authority; Effect of Agreement. (a) Seller The Company has all requisite limited liability company corporate power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by Seller the Company of this Agreement and the consummation by it the Company of the transactions contemplated hereby have been duly authorized by all requisite organizational action on the part Board of Seller. No vote or consent by any members or other equity owners of Seller is required to authorize this Agreement or the consummation Directors of the transactions contemplated herebyCompany and, immediately following the execution hereof, will have been duly authorized by the written consent of Jupiter (which shall continue to be in full force and effect as of the Closing), at which point no further corporate authorization will be required with respect thereto (other than any notice to stockholders which may be required under Sections 228(e) and 262 of the DGCL). This Agreement has been duly and validly executed and delivered by Seller the Company and, assuming the due authorization, execution and delivery thereof by PurchaserParent and Merger Sub, this Agreement constitutes a valid and binding obligation of Sellerthe Company, enforceable against Seller the Company in accordance with its terms, except as to the extent that such enforceability (i) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors’ rights generally or by and (ii) is subject to general principles of equity. (b) The Except as set forth in Section 2.08(b) of the Disclosure Schedule, the execution, delivery and performance by Seller the Company of this Agreement and the consummation by it the Company of the transactions contemplated hereby, as applicable, hereby will not, with or without the giving of notice or the lapse of time time, or both, subject to obtaining any required Governmental Approvals consents, approvals, authorizations, exemptions or waivers (collectively, “Consents”) referred to in Section 3.172.15, Section 4.03 and Section 5.04: (i) violate any provision of Law to which Seller the Company or any Subsidiary is subject, ; (ii) violate any Order that is applicable to Seller the Company or any Subsidiary; or (iii) conflict with or result in a breach of the provisions of or the creation of any Encumbrance under, or constitute a default or create a right of acceleration, termination termination, or amendment under, , (Ax) the Constituent Documents of Seller the Company or any Subsidiary, (y) any resolution adopted by the Company or a Subsidiary, or any of its stockholders, boards of directors or committees, or (Bz) any Material Contract to which Seller the Company or any Subsidiary is a party, except except, in the case of clause (z), for Impacts violations, conflicts, breaches, creations of Encumbrances or rights, or defaults which would not, individually or in the aggregate, not reasonably be expected to prevent result in any Material liability to the Company or materially delay the consummation any of the transactions contemplated by this Agreement or to have a material adverse effect on the ability of Seller to perform its obligations under this Agreement in a timely mannerSubsidiaries.

Power and Authority; Effect of Agreement. (a) Seller Each of Parent and Buyer has all requisite limited liability company power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by Seller Parent and Buyer of this Agreement and the consummation by it Parent and Buyer of the transactions contemplated hereby have been duly authorized by all requisite organizational the Board of Directors of each of Parent and Buyer, and no other corporate action on the part of Seller. No vote Parent or consent by any members Buyer or other equity owners of Seller their stockholders or affiliates is required necessary to authorize this Agreement or the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller each of Parent and Buyer and, assuming the due authorization, execution and delivery thereof by PurchaserSellers, this Agreement constitutes a valid and binding obligation of Sellereach of Parent and Buyer, enforceable against Seller each of them in accordance with its terms, except as to the extent that such enforceability (i) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws relating to creditors’ ' rights generally or by and (ii) is subject to general principles of equity. (b) The execution, delivery and performance by Seller each of Parent and Buyer of this Agreement and the consummation by it each of Parent and Buyer of the transactions contemplated hereby, as applicable, hereby will not, with or without the giving of notice or the lapse of time time, or both, subject to obtaining any required Governmental Approvals consents, approvals, authorizations, exemptions or waivers referred to in Section 3.173.05, Section 4.03 and Section 5.04: (i) violate any provision of Law law, rule or regulation to which Seller Parent or Buyer is subject, (ii) violate any Order that is order, judgment or decree applicable to Seller Parent or any of its subsidiaries, including Buyer, or (iii) conflict with or result in a breach of the provisions of or the creation of any Encumbrance underof, or constitute a default or create a right of accelerationunder, termination or amendment under, (A) the Constituent Documents Amended Articles or Code of Seller Regulations of Parent or the Certificate of Incorporation or By-Laws of Buyer, or (B) any Contract to which Seller is a partyagreement reflecting obligations of Parent or any of its subsidiaries, including Buyer, for borrowed money, except in the case of clause (i), (ii) or (iii) of this Section 3.02(b), for Impacts violations, conflicts, breaches or defaults which would not, individually or in the aggregate, reasonably be expected to prevent aggregate would not materially hinder or materially delay impair the consummation of the transactions contemplated by this Agreement or to have a material adverse effect on the ability of Seller to perform its obligations under this Agreement in a timely mannerhereby.

Power and Authority; Effect of Agreement. (a) Seller EISI has all ---------------------------------------- requisite limited liability company power and authority to execute, deliver and perform this Agreement and the agreements, certificates, instruments or other documents to be executed and delivered in connection herewith, including, but not limited to, the Registration Rights Agreement and the Investor Agreement contemplated hereby, each of even date herewith (collectively, the "Ancillary Documents"), and to consummate the transactions contemplated hereby. The execution, delivery hereby and performance by Seller of this Agreement and the consummation by it of the transactions contemplated hereby have been duly authorized by all requisite organizational action on the part of Seller. No vote or consent by any members or other equity owners of Seller is required to authorize this Agreement or the consummation of the transactions contemplated herebythereby. This Agreement has been duly and validly executed and delivered by Seller and, assuming EISI and constitutes the due authorization, execution and delivery thereof by Purchaser, this Agreement constitutes a valid and binding obligation of SellerEISI, and the Ancillary Documents, assuming the due execution and delivery hereof by each Purchaser, upon execution and delivery by EISI, will constitute valid and binding obligations of EISI, in each case enforceable against Seller EISI in accordance with its terms, except as to the extent that such enforceability may be limited by (A) bankruptcy, insolvency, reorganization, moratorium (whether general or other specific) or similar Laws laws now or hereafter in effect relating to creditors’ ' rights generally or by generally, and (B) general principles of equity. equity (b) regardless of whether such enforcement is sought in a proceeding in equity or at law). The execution, delivery and performance by Seller EISI of this Agreement and the Ancillary Documents and the consummation by it EISI of the transactions contemplated hereby, as applicable, hereby and thereby will not, with or without the giving of notice or the lapse of time time, or both, subject to obtaining any required Governmental Approvals referred to in Section 3.17, Section 4.03 and Section 5.04: (i) violate or conflict with any provision of Law law, rule or regulation to which Seller EISI or the Subsidiary is subjectsubject or by which any of the property of EISI or the Subsidiary is bound, (ii) violate or conflict with any Order that is order, judgment or decree applicable to Seller EISI or the Subsidiary, (iii) violate or conflict with any provision of the Articles of Incorporation or the Bylaws of EISI or the Subsidiary or (iv) result in a violation or breach of the provisions of of, or the creation of permit any Encumbrance underthird party to modify, terminate or rescind any term or provision of, or constitute a default under, any Commitment (as defined in Section 3(o)), including, without limitation, any indenture, mortgage, deed of trust, promissory note or create a right of accelerationindustrial revenue bond, termination or amendment under, (A) the Constituent Documents of Seller or (B) any Contract if any, to which Seller EISI or the Subsidiary is a partyparty or by which any of the property of EISI or the Subsidiary is bound, except for Impacts which would not, individually or result in the aggregate, reasonably be expected to prevent or materially delay the consummation creation of an Encumbrance on any of the transactions contemplated by this Agreement assets of EISI or to have a material adverse effect on the ability of Seller to perform its obligations under this Agreement in a timely mannerSubsidiary.