Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except # as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its terms.

Except as would not have a Material Adverse Effect, the business and operations of [[Organization B:Organization]] has been and are being conducted in accordance with all applicable foreign, federal, provincial and local laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalities. There are no permits, bonuses, registrations, consents, approvals, authorizations, certificates, or any waiver of the foregoing, which are required to be issued or granted by a Governmental Body for the conduct of the Business as presently conducted or the ownership of the assets of [[Organization B:Organization]] Except as would not have a Material Adverse Effect, [[Organization B:Organization]] is not, and has not received notice alleging that it is, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of the Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which [[Organization B:Organization]] is a party or by which any of [[Organization B:Organization]]’s properties, assets or rights are bound or affected. To the knowledge of [[Organization B:Organization]], no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which [[Organization B:Organization]] is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. [[Organization B:Organization]] is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of [[Organization B:Organization]], any event or circumstance relating to [[Organization B:Organization]] that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits [[Organization B:Organization]] from entering into this Agreement and the Transaction Agreements or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement, the Transaction Agreements or the consummation of the Transactions contemplated hereby or thereby.

Authorization; Enforcement; Validity. (i) ​ has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents, and to issue the Purchase Shares in accordance with the terms hereof and thereof, # the execution and delivery of the Transaction Documents by ​ and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, have been duly authorized by ​'s Board of Directors and no further consent or authorization is required by ​, its Board of Directors or its stockholders, # this Agreement has been, and each other Transaction Document shall be on the Commencement Date, duly executed and delivered by ​ and # this Agreement constitutes, and each other Transaction Document upon its execution on behalf of ​, shall constitute, the valid and binding obligations of ​ enforceable against ​ in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies. The Board of Directors of ​ has approved the resolutions (the “Signing Resolutions”) substantially in the form as set forth as [Exhibit A] attached hereto to authorize this Agreement and the transactions contemplated hereby. The Signing Resolutions are valid, in full force and effect and have not been modified or supplemented in any respect. ​ has delivered to ​ a true and correct copy of signed minutes of a meeting of the Board of Directors of ​ at which the Signing Resolutions were duly adopted by the Board of Directors or a unanimous written consent adopting the Signing Resolutions executed by all of the members of the Board of Directors of ​. Except as set forth in this Agreement and approval of NYSE AMERICAN LLC, no other approvals or consents of ​’s Board of Directors and/or stockholders is necessary under applicable laws and ​’s Certificate of Incorporation and/or Bylaws to authorize the execution and delivery of this Agreement or any of the transactions contemplated hereby, including, but not limited to, the issuance of the Purchase Shares.

Authorization; Validity; Enforcement. Each of the Transaction Documents has been duly authorized, executed and delivered by the Parent and the Company, and is a valid and binding agreement of the Parent and the Company, enforceable against the Parent and the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles. The Certificate of Designations when entered into by the Parent and the Company, will become effective under the Delaware Revised Uniform Partnership Act and will comply with all applicable requirements thereunder on or prior to the Initial Closing Date.

Instruments. Each Grantor agrees that if any Intercompany Obligations, Accounts or other Collateral in excess of $300,000, individually, is at any time evidenced by a promissory note, chattel paper, electronic chattel paper or other Instrument or Letter of Credit, any such promissory note, chattel paper, electronic chattel paper or other Instrument or Letter of Credit shall be in form suitable for transfer by delivery (or the granting of “control”). To the extent amounts thereof exceed $750,000 in the aggregate at any one time, such promissory notes, chattel paper, electronic chattel paper or other Instruments or Letter of Credits shall be promptly delivered to the Administrative Agent to be held as Collateral hereunder, together with appropriate endorsements or other necessary instruments of registration, transfer or assignment, duly executed and in form and substance reasonably satisfactory to the Administrative Agent, and in each case together with such other instruments or documents as the Administrative Agent may reasonably request from time to time.

Authorization, Compliance, Approvals. The execution and delivery of, and the performance by [[Organization C:Organization]] of its obligations under, the Program Documents to which it is a party # are within [[Organization C:Organization]]’s powers, # have been duly authorized by all requisite action, # do not violate any provision of applicable law, rule or regulation, or any order, writ, injunction or decree of any court or other Governmental Authority, or its organizational documents, # do not violate any indenture, agreement, document or instrument to which [[Organization C:Organization]] or any of its Subsidiaries is a party, or by which [[Organization C:Organization]] or any of [[Organization C:Organization]]’s properties, any of the Repurchase Assets is bound or to which any of them is subject and # are not in conflict with, do not result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or except as may be provided by any Program Document, result in the creation or imposition of any Lien upon any of the property or assets of [[Organization C:Organization]] or any of its Subsidiaries pursuant to, any such indenture, agreement, document or instrument. [[Organization C:Organization]] is not required to obtain any consent, approval or authorization from, or to file any declaration or statement with, any Governmental Authority in connection with or as a condition to the consummation of the Transactions contemplated herein and the execution, delivery or performance of the Program Documents to which it is a party.

Enforcement. In the event of a breach or threatened breach by Executive of any of the post-employment covenants in Section 8 of this Agreement, the Company shall be entitled to an injunction restraining Executive from breaching, in whole or in part, any of his duties, obligations, or covenants in that Section. Executive acknowledges that such remedies are appropriate. For purposes of a court issuing injunctive relief, Executive waives any argument relating to irreparable injury, success on the merits of the Company’s claims, or the underlying enforceability of this Agreement. Executive agrees that an appropriate court may issue injunctive relief without addressing these issues, and that a temporary or preliminary injunctive order should be issued without prejudice to any final decision that may later be reached affecting the parties’ rights or obligations under this Agreement. Nothing in this Agreement shall be construed as prohibiting the Company from pursuing any additional or other remedy or remedies available to it for such breach or threatened breach, including, but not limited to, the other remedies specifically provided for in this Agreement and the recovery of damages.

Enforcement. The Executive acknowledges that # the Executive’s work for the Company has given and will continue to give him access to the confidential affairs and proprietary information of the Company; # the covenants and agreements of the Executive contained in Sections 6, 7, 8 and 9 are essential to the business and goodwill of the Company; and # Crown would not have entered into this Agreement but for the covenants and agreements set forth in Sections 6, 7, 8 and 9. The Executive further acknowledges that in the event of his breach or threat of breach of Sections 6, 7, 8 or 9 of this Agreement, the Company, in addition to any other legal remedies which may be available to it, shall be entitled to appropriate injunctive relief and/or specific performance in order to enforce or prevent any violations of such provisions, and the Executive and the Company hereby confer jurisdiction to enforce such provisions upon the courts of any jurisdiction within the geographical scope of such provisions.

Enforcement. BMS retains discretion regarding whether or not to enforce the terms of the covenants contained in this Section 3 and its decision not to do so in your instance or anyone’s case shall not be considered a waiver of BMS’s right to do so.