Authorization and Validity. The execution, delivery and performance by ​ contemplated hereby, and the consummation of the transactions contemplated hereby, have been duly authorized.. The ​ has the authority to enter into this Agreement. This Agreement and each other agreement contemplated hereby have been or will be prior to Closing duly executed and delivered and constitute or will constitute legal, valid and binding obligations of the ​, enforceable against the ​ in accordance with their respective terms.

Section # Authorization and Validity of Agreement. This Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite limited liability ​ action by ​, and ​ has full limited liability ​ power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and no other action on the part of ​ is necessary to authorize the execution, delivery and performance of this Agreement or the consummation by ​ of the transactions contemplated hereby. This Agreement has been duly executed and delivered by ​ and constitutes a valid and legally binding obligation of ​ enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other similar Laws affecting the enforcement of creditors’ rights generally, and subject to general principles of equity.

Section # Authorization and Validity of Agreement. This Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite limited liability ​ action by Seller, and Seller has full limited liability ​ power and authority to execute and deliver this Agreement and to perform its obligations hereunder and no other action on the part of Seller is necessary to authorize the execution, delivery and performance of this Agreement or the consummation by Seller of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller and constitutes a valid and legally binding obligation of Seller enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other similar Laws affecting the enforcement of creditors’ rights generally, and subject to general principles of equity.

Authority. The Seller has all requisite capacity, power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Seller of this Agreement and the consummation by the Seller of the transactions contemplated hereby have been duly authorized by all requisite corporate or other action on the part of the Seller. This Agreement has been duly executed and delivered by the Seller and constitutes legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance with their respective terms, subject to applicable Laws.

Section # Authorization of Agreement; Etc. The execution, delivery and performance of this Agreement by such Seller, and the consummation of Transactions, have been duly authorized by all applicable Persons with respect to such Seller. This Agreement has been duly executed and delivered on behalf of such Seller. This Agreement constitutes a valid and binding obligation of such Seller enforceable in accordance with its terms, except that such enforcement may be limited by the Enforceability Exceptions, and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

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).