Authorization. Seller has full legal capacity to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which such Seller is a party and to consummate the transactions contemplated hereunder and thereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents to which the Company is a party have been duly authorized by all necessary action on the part of such Seller. This Agreement has been, and each other Transaction Document to which the Company is a party has been or will be, duly executed and delivered by such Seller. This Agreement constitutes, and each other Transaction Document to which such Seller is a party constitutes or will constitute, when so duly executed and delivered, a valid and binding obligation of such Seller, enforceable in accordance with its terms, in each case subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization. SellerBuyer has full legal capacityall requisite power and authority to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which such Sellerit is a party and to consummate the transactions contemplated hereunder and thereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents to which the CompanyBuyer is a party have been duly authorized by all necessary actionBuyer. All actions and proceedings required to be taken by or on the part of such Seller.Buyer to authorize and permit the execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is a party have been duly and properly taken. This Agreement has been, and each other Transaction Document to which the CompanyBuyer is a party has been or will be, duly executed and delivered by such Seller.Buyer. This Agreement constitutes, and each other Transaction Document to which such SellerBuyer is a party constitutes or will constitute, when so duly executed and delivered, a valid and binding obligation of such Seller,Buyer, enforceable in accordance with its terms, in each case subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization. Seller has full legal capacityThe Company possesses all requisite power and authority to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which such Sellerthe Company is a party and to consummate the transactions contemplated hereunder and thereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents to which the Company is a party have been duly authorized by all necessary actionthe Company. All corporate actions and proceedings required to be taken by or on the part of such Seller.the Company to authorize and permit the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents which the Company is a party have been duly and properly taken. This Agreement has been, and each other Transaction Document to which the Company is a party has been or will be, duly executed and delivered by such Seller.the Company. This Agreement constitutes, and each other Transaction Document to which such Sellerthe Company is a party constitutes or will constitute, when so duly executed and delivered, a valid and binding obligation of such Seller,the Company, enforceable in accordance with its terms, in each case subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization.Authority. The Seller has full legal capacityall requisite capacity, power and authority to execute, deliver andenter into this Agreement, to perform its obligations under this Agreement and the other Transaction Documents to which such Seller is a partyhereunder and to consummate the transactions contemplated hereunder and thereunder.hereby. The execution, delivery and performance by the Seller of this Agreement and the other Transaction Documents to whichconsummation by the Company is a partySeller of the transactions contemplated hereby have been duly authorized by all necessaryrequisite corporate or other action on the part of suchthe Seller. This Agreement has been, and each other Transaction Document to which the Company is a party has been or will be, duly executed and delivered by such Seller. This Agreement constitutes,the Seller and each other Transaction Document to which such Seller is a party constitutes or will constitute, when so duly executed and delivered, alegal, valid and binding obligationobligations of suchthe Seller, enforceable against the Seller in accordance with itstheir respective terms, in each case subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).Laws.

Authorization.The Seller has full legal capacitythe requisite corporate power and authority necessary to execute, deliverenter into and perform its obligations under this Agreement and the other Transaction Documents to which suchthe Seller is (or will be) a party and to consummate the transactions contemplated hereunderhereby and thereunder. Thethereby and the execution, delivery and performance of this Agreement and such other Transaction Documents by the Seller and the consummation by the Seller of the transactions contemplated herein and therein have been duly and validly authorized by all requisite corporate action on the part of the Seller. This Agreement has been duly and validly executed and delivered by the Seller and each other Transaction Document required to be executed and delivered by the Seller at the Closing will be duly and validly executed and delivered by the Seller at the Closing. This Agreement and the other Transaction Documents to which the CompanySeller is (or will be) a party have been duly authorized by all necessary action onconstitute the part of such Seller. This Agreement has been, and each other Transaction Document to which the Company is a party has been or will be, duly executed and delivered by such Seller. This Agreement constitutes, and each other Transaction Document to which such Seller is a party constitutes or will constitute, when so duly executed and delivered, alegal, valid and binding obligationobligations of suchthe Seller, enforceable against the Seller in accordance with itstheir respective terms, in each case subject to the effect of any applicableexcept as such enforceability may be limited by bankruptcy, insolvency, reorganization, insolvency, moratorium or similar Laws affectinglaws now or hereafter in effect relating to creditors’ rights generally and subject, as to enforceability, to the effect ofor general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)(other than with respect to the Chapter 11 Case).

Authorization.Authority. Seller has full legal capacityall requisite power and authority to execute,execute and deliver and perform its obligations under this Agreement and the other Transaction Documents to which such Seller is a partydocuments and agreements contemplated hereby and to consummate the transactions contemplated hereunder and thereunder. The execution, delivery and performance of thishereby. This Agreement and the other Transaction Documents to which the Company is a partydocuments and agreements contemplated hereby have been duly authorized by all necessary action on the part of such Seller. This Agreement has been, and each other Transaction Document to which the Company is a party has been or will be, dulyvalidly executed and delivered by such Seller. ThisSeller, and this Agreement constitutes, and each other Transaction Document to which such Seller is a party constitutes or will constitute, when so duly executed and delivered, athe legal, valid and binding obligationagreement of such Seller,Seller enforceable against Seller in accordance with itstheir respective terms, in each case subject toexcept as enforcement may be limited by # bankruptcy, insolvency, reorganization or other laws affecting the effectenforcement of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’creditors’ rights generallygenerally, and subject, as to enforceability, to the effect of# general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).equity.

Authorization.Authority. Seller has full legal capacityall requisite power and authority to execute,execute and deliver and perform its obligations under this Agreement and the other Transaction Documents to which such Seller is a partydocuments and agreements contemplated hereby and to consummate the transactions contemplated hereunder and thereunder. The execution, delivery and performance of thishereby. This Agreement and the other Transaction Documents to which the Company is a partydocuments and agreements contemplated hereby have been duly authorized by all necessary action on the part of such Seller. This Agreement has been, and each other Transaction Document to which the Company is a party has been or will be, dulyvalidly executed and delivered by such Seller. ThisSeller, and this Agreement constitutes, and each other Transaction Document to which such Seller is a party constitutes or will constitute, when so duly executed and delivered, athe legal, valid and binding obligationagreement of such Seller,Seller enforceable against Seller in accordance with itstheir respective terms, in each case subject toexcept as enforcement may be limited by # bankruptcy, insolvency, reorganization or other laws affecting the effectenforcement of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’creditors’ rights generallygenerally, and subject, as to enforceability, to the effect of# general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).equity.

Authorization. Seller has full legal capacityAuthority of Company and the Seller. This Agreement and each of the agreements and other documents and instruments delivered or to execute, deliver and perform its obligations underbe delivered to Buyer pursuant to or in contemplation of this Agreement will constitute, when so delivered, the valid and binding obligations of Seller as party thereto and shall be enforceable in accordance with their respective terms, except as enforceability may be limited by applicable equitable principles (whether applied in a proceeding at law or in equity) or by bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors' rights generally, by the other Transaction Documentsexercise of judicial discretion in accordance with general equitable principles, and by equitable defenses that may be applied to which such Seller is a party and to consummate the transactions contemplated hereunder and thereunder.remedy of specific performance. The execution, delivery and performance of this Agreement and each of the agreements and other Transaction Documentsdocuments and instruments delivered or to whichbe delivered to Buyer by Seller or the Company is a party have been duly authorized by all necessary action on the part of such Seller. This Agreement has been,Seller and, with respect to Company, are within Company's corporate powers, and each other Transaction Document to which the Company is a party has been or will be, duly executed and delivered by such Seller. This Agreement constitutes, and each other Transaction Document to which such Seller is a party constitutes or will constitute, when so duly executed and delivered, a valid and binding obligation of such Seller, enforceable in accordance with its terms, in each case subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).not:

Authorization. Seller has full legal capacity to execute, deliver and perform its obligations under thisThis Agreement and the other Transaction Documents to which such Seller is a party and to consummate the transactions contemplated hereunder and thereunder. The execution, delivery and performanceLetter of this Agreement and the other Transaction Documents to which the Company is a partyAuthorization have been duly authorized by all necessary action on the part of such Seller. This Agreement has been, and each other Transaction Document to which the Company is a party has been or will be, duly executed and delivered by such Seller. This Agreement constitutes,by, and each other Transaction Document to which such Seller is a party constitutes or will constitute, when so duly executed and delivered, aconstitute the valid and binding obligation of suchof, Seller, enforceable in accordance with its terms, in each caseexcept that # such enforcement may be subject to the effect of any applicable bankruptcy, insolvency, reorganization, insolvency, moratorium or similar Lawslaws affecting creditors’ rights generally or # the remedy of specific performance and subject, asinjunctive relief are subject to enforceability,certain equitable defenses and to the effectdiscretion of general principlesthe court before which any proceedings may be brought (the “Equitable Exceptions”). Seller has all requisite power to execute and deliver this Agreement and all other agreements and documents contemplated hereby. The execution and delivery of equity (regardlessthis Agreement and such other agreements and documents by Seller and the consummation by Seller of whether such enforceabilitythe Transactions have been duly authorized by Seller and no other action on the part of Seller is considered in a proceeding in equity or at law).necessary to authorize the Transactions.

Authorization. SellerAuthority. Purchaser has full legal capacityall necessary corporate power and authority to execute, deliver and perform its obligations underenter into this Agreement and the other Transaction Documents to which such SellerPurchaser is a partyparty, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereunderhereby and thereunder.thereby. The execution,execution and delivery and performanceby Purchaser of this Agreement and theany other Transaction DocumentsDocument to which the CompanyPurchaser is a partyparty, the performance by Purchaser of its obligations hereunder and thereunder and the consummation by Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all necessaryrequisite corporate action on the part of such Seller.Purchaser. This Agreement has been, and each other Transaction Document to which the Company is a party has been or will be, duly executed and delivered by such Seller. ThisPurchaser, and (assuming due authorization, execution and delivery by ​) this Agreement constitutes, and each other Transaction Document to which such Seller isconstitutes a party constitutes or will constitute, when so duly executed and delivered, alegal, valid and binding obligation of such Seller,Purchaser enforceable against Purchaser in accordance with its terms, in each case subject to the effect of any applicableexcept as such enforceability may be limited by bankruptcy, insolvency, reorganization, insolvency, moratorium or similar Laws affecting creditors’creditors' rights generally and subject, as to enforceability, to the effect ofby general principles of equity (regardless of whether such enforceabilityenforcement is consideredsought in a proceeding at law or in equity). When each other Transaction Document to which Purchaser is or will be a party has been duly executed and delivered by Purchaser (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Purchaser enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or at law)in equity).