Good Standing and Authority. Seller is duly organized, validly existing and in good standing under the laws of the state in which it was formed, and is authorized to operate in the State of Kentucky; # Seller has all necessary limited liability company power and authority to enter into this Agreement and the other transaction documents to which Seller is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby; # the execution and delivery by Seller of this Agreement and any other transaction document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite limited liability company action on the part of Seller; # the person signing this Agreement on behalf of Seller is duly authorized to act on Seller’s behalf in entering into this Agreement, and is duly authorized to sign and deliver all documents relating thereto; and # this Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller 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 in equity).

Good Standing and Authority. Buyer is duly organized, validly existing and in good standing under the laws of the state in which it was formed, and it, or its designee will become authorized to operate in the Commonwealth of Kentucky prior to the initial Closing; # Buyer has all necessary corporate power and authority to enter into this Agreement and the other transaction documents to which Buyer is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby; # the execution and delivery by Buyer of this Agreement and any other transaction document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer; # the person signing this Agreement on behalf of Buyer is duly authorized to act on Buyer’s behalf in entering into this Agreement, and is duly authorized to sign and deliver all documents relating thereto; and # this Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer 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 in equity).

Section # Seller’s Capacity and Authority. Seller has all requisite limited liability company power and authority to enter into and perform this Agreement and all the other documents and agreements to be executed or delivered by Seller in connection with the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and the other documents and agreements by Seller and the consummation by Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by requisite action of Seller. No other proceedings on the part of Seller are necessary to authorize the execution, delivery and performance of this Agreement and the other documents and agreements to be executed by Seller and the consummation by Seller of the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by Seller and, assuming due authorization, execution, and delivery hereof by the other Parties, constitutes a legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to the Enforceability Exception.

Section # Authority of Seller. Seller has all necessary limited liability company power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Seller of this Agreement, the performance by Seller of its obligations hereunder and the consummation by Seller of the transactions contemplated hereby have been duly authorized by all requisite action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws and regulations affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).