The execution, delivery and performance by each of Parent and Parent Merger Sub of this Agreement and the other Transaction Documents to which Parent or Parent Merger Sub, as applicable, is or will be a party, and the consummation by Parent and Parent Merger Sub of the Transactions, have been duly authorized by all necessary limited liability company action, and no other limited liability company proceedings on the part of any of Parent or Parent Merger Sub or any holder of Parent’s or Parent Merger Sub’s Equity Interests are necessary to authorize the execution, delivery and performance by each of Parent and Parent Merger Sub of this Agreement and the other Transaction Documents to which Parent or Parent Merger Sub, as applicable, is or will be a party or for Parent and Parent Merger Sub to consummate the Transactions. This Agreement and the other Transaction Documents to which each of Parent or Parent Merger Sub is a party have been (or, in the case of other Transaction Documents that will be executed and delivered by Parent or Parent Merger Sub after the date of this Agreement, such other Transaction Documents will, when executed and delivered by Parent or Parent Merger Sub, as applicable, have been), duly and validly executed by Parent or Parent Merger Sub, as applicable. This Agreement and the other Transaction Documents to which each of Parent or Parent Merger Sub is a party constitute (or, in the case of other Transaction Documents that will be executed and delivered by Parent or Parent Merger Sub after the date of this Agreement, such other Transaction Documents will, when executed and delivered by Parent or Parent Merger Sub, as applicable, constitute) the legal, valid and binding obligation of Parent or Parent Merger Sub, as applicable, enforceable against Parent or Parent Merger Sub, as applicable, in accordance with their respective terms, except for Enforceability Exceptions.