Common use of Authority and Validity Clause in Contracts

Authority and Validity. The Company has all requisite corporate power to execute and deliver, to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (subject to the approval of the Company Shareholders as contemplated by Section 6.6 and to receipt of any consents, approvals, authorizations or other matters referred to in Sections 6.4 and 6.5). The execution and delivery by the Company of, the performance by the Company of its obligations under, and the consummation by the Company of the transactions contemplated by, this Agreement have been duly authorized by all requisite action of the Company (subject to the approval of the Company Shareholders as contemplated by Section 6.6). This Agreement has been duly executed and delivered by the Company and (assuming due execution and delivery by the IPC Parties and approval by the Company Shareholders) is the legal, valid, and binding obligation of the Company, enforceable against it in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. Upon the execution and delivery of the Collateral Documents by each Person (other than the IPC Parties) that is required by this Agreement to execute, or that does execute, this Agreement or any of the Collateral Documents, and assuming due execution and delivery thereof by the IPC Parties, the Collateral Documents will be the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles.

Authority and Validity. The Company has all requisite corporate power to execute and deliver, to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (subject to the approval of the Company Shareholders as contemplated by Section 6.6 5.4 and to receipt of any consents, approvals, authorizations or other matters referred to in Sections 6.4 and 6.5Section 5.4). The execution and delivery by the Company of, the performance by the Company of its obligations under, and the consummation by the Company of the transactions contemplated by, this Agreement have been duly authorized by all requisite action of the Company (subject to the approval of the Company Shareholders as contemplated by Section 6.65.4). This Agreement has been duly executed and delivered by the Company and (assuming due execution and delivery by the IPC Parties INTRAGRAPHICS, INC. and approval by the Company Shareholders) is the legal, valid, and binding obligation of the Company, enforceable against it in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' ’ rights generally and (ii) general equitable principles. Upon the execution and delivery of the Collateral Documents by each Person (other than the IPC Partiesby INTRAGRAPHICS, INC.) that is required by this Agreement to execute, or that does execute, this Agreement or any of the Collateral Documents, and assuming due execution and delivery thereof by the IPC PartiesINTRAGRAPHICS, INC., the Collateral Documents will be the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' ’ rights generally and (ii) general equitable principles.

Authority and Validity. The Company WNLV has all requisite corporate power to execute and deliver, to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (subject to the approval of the Company WNLV Shareholders as contemplated by Section 6.6 herein and subject to the receipt of any necessary consents, approvals, authorizations or other matters referred to in Sections 6.4 and 6.5herein). The execution and delivery by the Company WNLV of, the performance by the Company WNLV of its obligations under, and the consummation by the Company WNLV of the transactions contemplated by, this Agreement have been duly authorized by all requisite action of the Company WNLV (subject to the approval of the Company WNLV Shareholders as contemplated by Section 6.6herein). This Agreement has been duly executed and delivered by the Company WNLV and (assuming due execution and delivery by the IPC Parties Hxx, Lxxxxx, and Bxxxxxx and approval by the Company WNLV Shareholders) is the legal, valid, valid and binding obligation of the CompanyWNLV, enforceable against it in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' ’ rights generally and (ii) general equitable principles. Upon the execution and delivery of the Collateral Documents by each Person (other than the IPC Partiesby Hxx, Lxxxxx, and Bxxxxxx) that is required by this Agreement to execute, or that does execute, this Agreement or any of the Collateral Documents, and assuming due execution and delivery thereof by the IPC PartiesHxx, Lxxxxx, and Bxxxxxx, the Collateral Documents will be the legal, valid and binding obligations of the CompanyWNLV, enforceable against the Company WNLV in accordance with their respective terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' ’ rights generally and (ii) general equitable principles.

Authority and Validity. The Company has all requisite corporate power to execute and deliver, to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (subject to the approval of the Company Shareholders as contemplated by Section 6.6 6.4 and to receipt of any consents, approvals, authorizations or other matters referred to in Sections 6.4 and 6.5). The execution and delivery by the Company of, the performance by the Company of its obligations under, and the consummation by the Company of the transactions contemplated by, this Agreement have been duly authorized by all requisite action of the Company (subject to the approval of the Company Shareholders as contemplated by Section 6.66.4). This Agreement has been duly executed and delivered by the Company and (assuming due execution and delivery by the IPC Spectre Parties and approval by the Company Shareholders) is the legal, valid, and binding obligation of the Company, enforceable against it in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. Upon the execution and delivery of the Collateral Documents by each Person (other than the IPC Spectre Parties) that is required by this Agreement to execute, or that does execute, this Agreement or any of the Collateral Documents, and assuming due execution and delivery thereof by the IPC Spectre Parties, the Collateral Documents will be the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles.

Authority and Validity. The Company ARMV has all requisite corporate power to execute and deliver, to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (subject to the approval of the Company Shareholders as contemplated by Section 6.6 and to receipt of any necessary consents, approvals, authorizations or other matters referred to in Sections 6.4 and 6.5herein). The execution and delivery by the Company ARMV of, the performance by the Company ARMV of its obligations under, and the consummation by the Company ARMV of the transactions contemplated by, this Agreement have been duly authorized by all requisite action of the Company ARMV (subject to the approval of the Company Shareholders ARMV Shareholder as contemplated by Section 6.6herein). This Agreement has been duly executed and delivered by the Company ARMV and (assuming due execution and delivery by the IPC Parties Shareholder and approval by the Company ShareholdersARMV Shareholder) is the legal, valid, valid and binding obligation of the CompanyARMV, enforceable against it in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' ’ rights generally and (ii) general equitable principles. Upon the execution and delivery of the Collateral Documents by each Person (other than by the IPC PartiesShareholder) that is required by this Agreement to execute, or that does execute, this Agreement or any of the Collateral Documents, and assuming due execution and delivery thereof by the IPC PartiesShareholder, the Collateral Documents will be the legal, valid and binding obligations of the CompanyARMV, enforceable against the Company ARMV in accordance with their respective terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' ’ rights generally and (ii) general equitable principles.

Authority and Validity. The Company has all requisite corporate power to execute and deliver, to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (subject to the approval of the Company Shareholders as contemplated by Section 6.6 6.5 and to receipt of any consents, approvals, authorizations or other matters referred to in Sections 6.4 and 6.5Section 6.4). The execution and delivery by the Company of, the performance by the Company of its obligations under, and the consummation by the Company of the transactions contemplated by, this Agreement have been duly authorized by all requisite action of the Company (subject to the approval of the Company Shareholders as contemplated by Section 6.66.5). This Agreement has been duly executed and delivered by the Company and (assuming due execution and delivery by the IPC Parties and approval by the Company ShareholdersLions Gate Parties) is the legal, valid, and binding obligation of the Company, enforceable against it in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. Upon the execution and delivery of the Collateral Documents by each Person (other than the IPC Lions Gate Parties) that is required by this Agreement to execute, or that does execute, this Agreement or any of the Collateral Documents, and assuming due execution and delivery thereof by the IPC Lions Gate Parties, the Collateral Documents will be the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles.

Authority and Validity. The Company has all requisite corporate power to execute and deliver, to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (subject to the approval of the Company Shareholders as contemplated by Section 6.6 5.5 and to receipt of any consents, approvals, authorizations or other matters referred to in Sections 6.4 and 6.5Section 5.2). The execution and delivery by the Company of, the performance by the Company of its obligations under, and the consummation by the Company of the transactions contemplated by, this Agreement have been duly authorized by all requisite action of the Company (subject to the approval of the Company Shareholders as contemplated by Section 6.65.5). This Agreement has been duly executed and delivered by the Company and (assuming due execution and delivery by the IPC CHYU Parties and approval by the Company Shareholders) is the legal, valid, and binding obligation of the Company, enforceable against it in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' ’ rights generally and (ii) general equitable principles. Upon the execution and delivery of the Collateral Documents by each Person (other than the IPC CHYU Parties) that is required by this Agreement to execute, or that does execute, this Agreement or any of the Collateral Documents, and assuming due execution and delivery thereof by the IPC CHYU Parties, the Collateral Documents will be the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' ’ rights generally and (ii) general equitable principles.

Authority and Validity. The Company REPO has all requisite corporate power to execute and deliver, to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (subject to the approval of the Company majority of the REPO Shareholders as contemplated by Section 6.6 5.4 and to receipt of any consents, approvals, authorizations authorizations, or other matters referred to in Sections 6.4 and 6.5Section 5.4). The execution execution, consummation, and delivery by the Company of, REPO and the performance by the Company REPO of its obligations under, and the consummation by the Company of the transactions contemplated by, under this Agreement have been duly authorized and all required action has been taken by all requisite action of the Company REPO (subject to the approval of the Company REPO Shareholders as contemplated by Section 6.65.4). This Agreement has been duly executed and delivered by the Company REPO and (assuming due execution and delivery by the IPC GREETEAT Parties and approval by the Company REPO Shareholders) is the legal, valid, and binding obligation of the CompanyREPO, enforceable against it in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' ’ rights generally and (ii) general equitable principles. Upon the execution and delivery of the Collateral Documents by each Person (other than the IPC Parties) that is required by this Agreement to execute, or that does execute, this Agreement or any of the Collateral DocumentsAgreement, and assuming due execution and delivery thereof by the IPC GREETEAT Parties, the Collateral Documents will be the legal, valid and binding obligations of the CompanyREPO, enforceable against the Company REPO in accordance with their respective terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' ’ rights generally and (ii) general equitable principles.

Authority and Validity. The Company ZYQG has all requisite corporate power to execute and deliver, to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (subject to the approval of the Company Shareholders Chen as contemplated by Section 6.6 herein and subject to the receipt of any necessary consents, approvals, authorizations or other matters referred to in Sections 6.4 and 6.5herein). The execution and delivery by the Company ZYQG of, the performance by the Company ZYQG of its obligations under, and the consummation by the Company ZYQG of the transactions contemplated by, this Agreement have been duly authorized by all requisite action of the Company ZYQG (subject to the approval of the Company Shareholders Chen as contemplated by Section 6.6herein). This Agreement has been duly executed and delivered by the Company ZYQG and (assuming due execution and delivery by the IPC Parties Shareholder and approval by the Company ShareholdersChen) is the legal, valid, valid and binding obligation of the CompanyZYQG, enforceable against it in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' ’ rights generally and (ii) general equitable principles. Upon the execution and delivery of the Collateral Documents by each Person (other than by the IPC PartiesShareholder) that is required by this Agreement to execute, or that does execute, this Agreement or any of the Collateral Documents, and assuming due execution and delivery thereof by the IPC PartiesShareholder, the Collateral Documents will be the legal, valid and binding obligations of the CompanyZYQG, enforceable against the Company ZYQG in accordance with their respective terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' ’ rights generally and (ii) general equitable principles.

Authority and Validity. The Company AGSS has all requisite corporate power to execute and deliver, to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (subject to the approval of the Company Shareholders as contemplated by Section 6.6 and to receipt of any necessary consents, approvals, authorizations or other matters referred to in Sections 6.4 and 6.5herein). The execution and delivery by the Company AGSS of, the performance by the Company AGSS of its obligations under, and the consummation by the Company AGSS of the transactions contemplated by, this Agreement have been duly authorized by all requisite action of the Company AGSS (subject to the approval of the Company Shareholders AGSS Shareholder as contemplated by Section 6.6herein). This Agreement has been duly executed and delivered by the Company AGSS and (assuming due execution and delivery by the IPC Parties Shareholder and approval by the Company ShareholdersAGSS Shareholder) is the legal, valid, valid and binding obligation of the CompanyAGSS, enforceable against it in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' ’ rights generally and (ii) general equitable principles. Upon the execution and delivery of the Collateral Documents by each Person (other than by the IPC PartiesShareholder) that is required by this Agreement to execute, or that does execute, this Agreement or any of the Collateral Documents, and assuming due execution and delivery thereof by the IPC PartiesShareholder, the Collateral Documents will be the legal, valid and binding obligations of the CompanyAGSS, enforceable against the Company AGSS in accordance with their respective terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' ’ rights generally and (ii) general equitable principles.

Authority and Validity. The Company has all requisite corporate power to execute and deliver, to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (subject to the approval of the Company Shareholders as contemplated by Section 6.6 herein and subject to the receipt of any necessary consents, approvals, authorizations or other matters referred to in Sections 6.4 and 6.5herein). The execution and delivery by the Company of, the performance by the Company of its obligations under, and the consummation by the Company of the transactions contemplated by, this Agreement have been duly authorized by all requisite action of the Company (subject to the approval of the Company Shareholders as contemplated by Section 6.6herein). This Agreement has been duly executed and delivered by the Company and (assuming due execution and delivery by the IPC Seller Parties and approval by the Company Shareholders) is the legal, valid, and binding obligation of the Company, enforceable against it in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' ’ rights generally and (ii) general equitable principles. Upon the execution and delivery of the Collateral Documents by each Person (other than by the IPC Seller Parties) that is required by this Agreement to execute, or that does execute, this Agreement or any of the Collateral Documents, and assuming due execution and delivery thereof by the IPC Seller Parties, the Collateral Documents will be the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' ’ rights generally and (ii) general equitable principles.

Authority and Validity. The Company MISM has all requisite corporate power to execute and deliver, to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (subject to the approval of the Company MISM Shareholders as contemplated by Section 6.6 herein and subject to the receipt of any necessary consents, approvals, authorizations or other matters referred to in Sections 6.4 and 6.5herein). The execution and delivery by the Company MISM of, the performance by the Company MISM of its obligations under, and the consummation by the Company MISM of the transactions contemplated by, this Agreement have been duly authorized by all requisite action of the Company MISM (subject to the approval of the Company MISM Shareholders as contemplated by Section 6.6herein). This Agreement has been duly executed and delivered by the Company MISM and (assuming due execution and delivery by the IPC Parties Shareholders and approval by the Company MISM Shareholders) is the legal, valid, valid and binding obligation of the CompanyMISM, enforceable against it in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' ’ rights generally and (ii) general equitable principles. Upon the execution and delivery of the Collateral Documents by each Person (other than by the IPC PartiesShareholders) that is required by this Agreement to execute, or that does execute, this Agreement or any of the Collateral Documents, and assuming due execution and delivery thereof by the IPC PartiesShareholders, the Collateral Documents will be the legal, valid and binding obligations of the CompanyMISM, enforceable against the Company MISM in accordance with their respective terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' ’ rights generally and (ii) general equitable principles.

Authority and Validity. The Company has all requisite corporate power to execute and deliver, to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (subject to the approval of the Company Shareholders as contemplated by Section 6.6 and to receipt of any consents, approvals, authorizations or other matters referred to in Sections 6.4 and 6.5). The execution and delivery by the Company of, the performance by the Company of its obligations under, and the consummation by the Company of the transactions contemplated by, this Agreement have been duly authorized by all requisite action of the Company (subject to the approval of the Company Shareholders as contemplated by Section 6.6). This Agreement has been duly executed and delivered by the Company and (assuming due execution and delivery by the IPC Altrimega Parties and approval by the Company Shareholders) is the legal, valid, and binding obligation of the Company, enforceable against it in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. Upon the execution and delivery of the Collateral Documents by each Person (other than the IPC Altrimega Parties) that is required by this Agreement to execute, or that does execute, this Agreement or any of the Collateral Documents, and assuming due execution and delivery thereof by the IPC Altrimega Parties, the Collateral Documents will be the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles.

Authority and Validity. The Company ALTB has all requisite corporate power to execute and deliver, to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (subject to the approval of the Company Shareholders as contemplated by Section 6.6 and to receipt of any necessary consents, approvals, authorizations or other matters referred to in Sections 6.4 and 6.5herein). The execution and delivery by the Company ALTB of, the performance by the Company ALTB of its obligations under, and the consummation by the Company ALTB of the transactions contemplated by, this Agreement have been duly authorized by all requisite action of the Company ALTB (subject to the approval of the Company Shareholders ALTB Shareholder as contemplated by Section 6.6herein). This Agreement has been duly executed and delivered by the Company ALTB and (assuming due execution and delivery by the IPC Parties Shareholder and approval by the Company ShareholdersALTB Shareholder) is the legal, valid, valid and binding obligation of the CompanyALTB, enforceable against it in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' ’ rights generally and (ii) general equitable principles. Upon the execution and delivery of the Collateral Documents by each Person (other than by the IPC PartiesShareholder) that is required by this Agreement to execute, or that does execute, this Agreement or any of the Collateral Documents, and assuming due execution and delivery thereof by the IPC PartiesShareholder, the Collateral Documents will be the legal, valid and binding obligations of the CompanyALTB, enforceable against the Company ALTB in accordance with their respective terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' ’ rights generally and (ii) general equitable principles.

Authority and Validity. The Company BRRN has all requisite corporate power to execute and deliver, to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (subject to the approval of the Company BRRN Shareholders as contemplated by Section 6.6 herein and subject to the receipt of any necessary consents, approvals, authorizations or other matters referred to in Sections 6.4 and 6.5herein). The execution and delivery by the Company BRRN of, the performance by the Company BRRN of its obligations under, and the consummation by the Company BRRN of the transactions contemplated by, this Agreement have been duly authorized by all requisite action of the Company BRRN (subject to the approval of the Company BRRN Shareholders as contemplated by Section 6.6herein). This Agreement has been duly executed and delivered by the Company BRRN and (assuming due execution and delivery by the IPC Parties Shareholders and approval by the Company BRRN Shareholders) is the legal, valid, valid and binding obligation of the CompanyBRRN, enforceable against it in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' ’ rights generally and (ii) general equitable principles. Upon the execution and delivery of the Collateral Documents by each Person (other than by the IPC PartiesShareholders) that is required by this Agreement to execute, or that does execute, this Agreement or any of the Collateral Documents, and assuming due execution and delivery thereof by the IPC PartiesShareholders, the Collateral Documents will be the legal, valid and binding obligations of the CompanyBRRN, enforceable against the Company BRRN in accordance with their respective terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' ’ rights generally and (ii) general equitable principles.

Authority and Validity. The Company has all requisite corporate power to execute and deliver, to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (subject to the approval of the Company Shareholders as contemplated by Section 6.6 5.6 and to receipt of any consents, approvals, authorizations or other matters referred to in Sections 6.4 and 6.5Section 5.2). The execution and delivery by the Company of, the performance by the Company of its obligations under, and the consummation by the Company of the transactions contemplated by, this Agreement have been duly authorized by all requisite action of the Company (subject to the approval of the Company Shareholders as contemplated by Section 6.65.6). This Agreement has been duly executed and delivered by the Company and (assuming due execution and delivery by the IPC Othnet Parties and approval by the Company Shareholders) is the legal, valid, and binding obligation of the Company, enforceable against it in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. Upon the execution and delivery of the Collateral Documents by each Person (other than the IPC Othnet Parties) that is required by this Agreement to execute, or that does execute, this Agreement or any of the Collateral Documents, and assuming due execution and delivery thereof by the IPC Othnet Parties, the Collateral Documents will be the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles.

Authority and Validity. The Company has all requisite corporate power to execute and deliver, to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (subject to the approval of the Company Shareholders as contemplated by Section 6.6 and to receipt of any consents, approvals, authorizations or other matters referred to in Sections 6.4 and 6.59.3). The execution and delivery by the Company of, the performance by the Company of its obligations under, and the consummation by the Company of the transactions contemplated by, this Agreement have been duly authorized by all requisite action of the Company (subject to the approval of the Company Shareholders as contemplated by Section 6.69.3). This Agreement has been duly executed and delivered by the Company and (assuming due execution and delivery by the IPC Splinternet Parties and approval by the Company Shareholders) is the legal, valid, and binding obligation of the Company, enforceable against it in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' ’ rights generally and (ii) general equitable principles. Upon the execution and delivery of the Collateral Documents by each Person (other than the IPC Splinternet Parties) that is required by this Agreement to execute, or that does execute, this Agreement or any of the Collateral Documents, and assuming due execution and delivery thereof by the IPC Splinternet Parties, the Collateral Documents will be the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' ’ rights generally and (ii) general equitable principles.

Authority and Validity. The Company TRET has all requisite corporate power to execute and deliver, to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (subject to the approval of the Company TRET Shareholders as contemplated by Section 6.6 5.4 and to receipt of any consents, approvals, authorizations or other matters referred to in Sections 6.4 and 6.5)Section 5.4) . The execution and delivery by the Company TRET of, the performance by the Company TRET of its obligations under, and the consummation by the Company TRET of the transactions contemplated by, this Agreement have been duly authorized by all requisite action of the Company TRET (subject to the approval of the Company TRET Shareholders as contemplated by Section 6.6)5.4) . This Agreement has been duly executed and delivered by the Company TRET and (assuming due execution and delivery by the IPC AEC Parties and approval by the Company TRET Shareholders) is the legal, valid, and binding obligation of the CompanyTRET, enforceable against it in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' ’ rights generally and (ii) general equitable principles. Upon the execution and delivery of the Collateral Documents by each Person (other than by the IPC AEC Parties) that is required by this Agreement to execute, or that does execute, this Agreement or any of the Collateral Documents, and assuming due execution and delivery thereof by the IPC AEC Parties, the Collateral Documents will be the legal, valid and binding obligations of the CompanyTRET, enforceable against the Company TRET in accordance with their respective terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' ’ rights generally and (ii) general equitable principles.

Authority and Validity. The Company has all requisite corporate power ---------------------- to execute and deliver, to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (subject to the approval of the Company Shareholders as contemplated by Section 6.6 6.5 and to receipt of any consents, approvals, authorizations or other matters referred to in Sections 6.4 and 6.5Section 6.4). The execution and delivery by the Company of, the performance by the Company of its obligations under, and the consummation by the Company of the transactions contemplated by, this Agreement have been duly authorized by all requisite action of the Company (subject to the approval of the Company Shareholders as contemplated by Section 6.66.5). This Agreement has been duly executed and delivered by the Company and (assuming due execution and delivery by the IPC Inforetech Parties and approval by the Company Shareholders) is the legal, valid, and binding obligation of the Company, enforceable against it in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. Upon the execution and delivery of the Collateral Documents by each Person (other than the IPC Inforetech Parties) that is required by this Agreement to execute, or that does execute, this Agreement or any of the Collateral Documents, and assuming due execution and delivery thereof by the IPC Inforetech Parties, the Collateral Documents will be the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles.

Authority and Validity. The Company NECO has all requisite corporate power to execute and deliver, to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (subject to the approval of the Company NECO Shareholders as contemplated by Section 6.6 5.4 and to receipt of any consents, approvals, authorizations or other matters referred to in Sections 6.4 and 6.5)Section 5.4) . The execution and delivery by the Company NECO of, the performance by the Company NECO of its obligations under, and the consummation by the Company NECO of the transactions contemplated by, this Agreement have been duly authorized by all requisite action of the Company NECO (subject to the approval of the Company NECO Shareholders as contemplated by Section 6.6)5.4) . This Agreement has been duly executed and delivered by the Company NECO and (assuming due execution and delivery by the IPC ECOBLU Parties and approval by the Company NECO Shareholders) is the legal, valid, and binding obligation of the CompanyNECO, enforceable against it in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' ’ rights generally and (ii) general equitable principles. Upon the execution and delivery of the Collateral Documents by each Person (other than by the IPC ECOBLU Parties) that is required by this Agreement to execute, or that does execute, this Agreement or any of the Collateral Documents, and assuming due execution and delivery thereof by the IPC ECOBLU Parties, the Collateral Documents will be the legal, valid and binding obligations of the CompanyNECO, enforceable against the Company NECO in accordance with their respective terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' ’ rights generally and (ii) general equitable principles.

Authority and Validity. The Company INOL has all requisite corporate power to execute and deliver, to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (subject to the approval of the Company INOL Shareholders as contemplated by Section 6.6 5.4 and to receipt of any consents, approvals, authorizations or other matters referred to in Sections 6.4 and 6.5Section 5.4). The execution and delivery by the Company INOL of, the performance by the Company INOL of its obligations under, and the consummation by the Company INOL of the transactions contemplated by, this Agreement have been duly authorized by all requisite action of the Company INOL (subject to the approval of the Company INOL Shareholders as contemplated by Section 6.65.4). This Agreement has been duly executed and delivered by the Company INOL and (assuming due execution and delivery by the IPC 8687544 Parties and approval by the Company INOL Shareholders) is the legal, valid, and binding obligation of the CompanyINOL, enforceable against it in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. Upon the execution and delivery of the Collateral Documents by each Person (other than by the IPC 8687544 Parties) that is required by this Agreement to execute, or that does execute, this Agreement or any of the Collateral Documents, and assuming due execution and delivery thereof by the IPC 8687544 Parties, the Collateral Documents will be the legal, valid and binding obligations of the CompanyINOL, enforceable against the Company INOL in accordance with their respective terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles.

Authority and Validity. The Company has all requisite corporate power to execute and deliver, to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (subject to the approval of the Company Shareholders as contemplated by Section 6.6 5.4 and to receipt of any consents, approvals, authorizations or other matters referred to in Sections 6.4 and 6.5Section 5.4). The execution and delivery by the Company of, the performance by the Company of its obligations under, and the consummation by the Company of the transactions contemplated by, this Agreement have been duly authorized by all requisite action of the Company (subject to the approval of the Company Shareholders as contemplated by Section 6.65.4). This Agreement has been duly executed and delivered by the Company and (assuming due execution and delivery by the IPC Parties AMERICAN BUILDING COMPANY and approval by the Company Shareholders) is the legal, valid, and binding obligation of the Company, enforceable against it in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' ’ rights generally and (ii) general equitable principles. Upon the execution and delivery of the Collateral Documents by each Person (other than the IPC Partiesby AMERICAN BUILDING COMPANY) that is required by this Agreement to execute, or that does execute, this Agreement or any of the Collateral Documents, and assuming due execution and delivery thereof by the IPC PartiesAMERICAN BUILDING COMPANY, the Collateral Documents will be the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' ’ rights generally and (ii) general equitable principles.

Authority and Validity. The Company ECOB has all requisite corporate power to execute and deliver, to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (subject to the approval of the Company ECOB Shareholders as contemplated by Section 6.6 in this agreement. and to receipt of any consents, approvals, authorizations or other matters referred to in Sections 6.4 and 6.5this Agreement). The execution and delivery by the Company ECOB of, the performance by the Company ECOB of its obligations under, and the consummation by the Company ECOB of the transactions contemplated by, this Agreement have been duly authorized by all requisite action of the Company ECOB (subject to the approval of the Company ECOB Shareholders as contemplated by Section 6.6this Agreement). This Agreement has been duly executed and delivered by the Company ECOB and (assuming due execution and delivery by the IPC ECOBLU Parties and approval by the Company ECOB Shareholders) is the legal, valid, and binding obligation of the CompanyECOB, enforceable against it in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' ’ rights generally and (ii) general equitable principles. Upon the execution and delivery of the Collateral Documents by each Person (other than by the IPC ECOBLU Parties) that is required by this Agreement to execute, or that does execute, this Agreement or any of the Collateral Documents, and assuming due execution and delivery thereof by the IPC ECOBLU Parties, the Collateral Documents will be the legal, valid and binding obligations of the CompanyECOB, enforceable against the Company ECOB in accordance with their respective terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' ’ rights generally and (ii) general equitable principles.

Authority and Validity. The Company has all and Parent (or, in the case of the other Transaction Agreements, their designated Affiliates, as applicable) each have the requisite corporate power and authority to execute and deliverdeliver this Agreement and the other Transaction Agreements to which it is a party, to perform its obligations under, hereunder and thereunder and to consummate the transactions contemplated by, this Agreement (subject to the approval of the Company Shareholders as contemplated by Section 6.6 and to receipt of any consents, approvals, authorizations or other matters referred to in Sections 6.4 and 6.5)Transactions. The execution and delivery of this Agreement and the other Transaction Agreements to which each of the Company and/or Parent (or, in the case of the other Transactions Agreement, their designated Affiliates, as applicable) is a party and the consummation of the Transactions have been duly and validly authorized by the Company ofCompany, Parent and any such Affiliate, as applicable, and no other action on the performance by part of the Company Company, Parent or any such Affiliate, as applicable, is necessary to approve the execution and delivery of its obligations underthis Agreement or the other Transaction Agreements to which it is a party or to consummate the Transactions. This Agreement and the Standstill Agreement have each been, and the consummation by the Company other Transaction Agreements to which any of the transactions contemplated byCompany, this Agreement have been Parent or their designated Affiliates, as applicable, is a party will be at the Closing, duly authorized by all requisite action of the Company (subject to the approval of the Company Shareholders as contemplated by Section 6.6). This Agreement has been duly and validly executed and delivered by the Company Company, Parent and such designated Affiliates, as applicable, and when executed and delivered (assuming due authorization, execution and delivery by Buyer and the IPC Parties and approval by the Company Shareholdersother parties thereto) is the legal, valid, and binding obligation of the Company, enforceable against it in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. Upon the execution and delivery of the Collateral Documents by each Person (other than the IPC Parties) that is required by this Agreement to execute, or that does execute, this Agreement or any of the Collateral Documents, and assuming due execution and delivery thereof by the IPC Parties, the Collateral Documents will be the legal, constitute valid and binding obligations of the Company, Parent, and such Affiliates, as applicable, enforceable against the Company Company, Parent or such Affiliate, as applicable, in accordance with their respective terms, except that such enforcement as may be subject to (i) limited by applicable bankruptcy, fraudulent transfer, insolvency, reorganization, moratorium or other similar laws affecting or Laws of general application relating to enforcement of or affecting creditors' ’ rights generally and (ii) except for the limitations imposed by general equitable principlesprinciples of equity.

Authority and Validity. The Company ADOB has all requisite corporate power to execute and deliver, to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (subject to the approval of the Company ADOB Shareholders as contemplated by Section 6.6 herein and subject to the receipt of any necessary consents, approvals, authorizations or other matters referred to in Sections 6.4 and 6.5herein). The execution and delivery by the Company ADOB of, the performance by the Company ADOB of its obligations under, and the consummation by the Company ADOB of the transactions contemplated by, this Agreement have been duly authorized by all requisite action of the Company ADOB (subject to the approval of the Company ADOB Shareholders as contemplated by Section 6.6herein). This Agreement has been duly executed and delivered by the Company ADOB and (assuming due execution and delivery by the IPC Parties Martinuik and R. Xxxxxxxxx and approval by the Company ADOB Shareholders) is the legal, valid, valid and binding obligation of the CompanyADOB, enforceable against it in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' ’ rights generally and (ii) general equitable principles. Upon the execution and delivery of the Collateral Documents by each Person (other than the IPC Partiesby Martinuik and R. Xxxxxxxxx) that is required by this Agreement to execute, or that does execute, this Agreement or any of the Collateral Documents, and assuming due execution and delivery thereof by the IPC PartiesMartinuik and R. Xxxxxxxxx, the Collateral Documents will be the legal, valid and binding obligations of the CompanyADOB, enforceable against the Company ADOB in accordance with their respective terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' ’ rights generally and (ii) general equitable principles.

Authority and Validity. The Company has all requisite corporate power to execute and deliver, to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (subject to the approval of the Company Shareholders as contemplated by Section 6.6 5.4 and to receipt of any consents, approvals, authorizations or other matters referred to in Sections 6.4 and 6.5Section 5.4). The execution and delivery by the Company of, the performance by the Company of its obligations under, and the consummation by the Company of the transactions contemplated by, this Agreement have been duly authorized by all requisite action of the Company (subject to the approval of the Company Shareholders as contemplated by Section 6.65.4). This Agreement has been duly executed and delivered by the Company and (assuming due execution and delivery by the IPC Fxxxx Parties and approval by the Company Shareholders) is the legal, valid, and binding obligation of the Company, enforceable against it in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' ’ rights generally and (ii) general equitable principles. Upon the execution and delivery of the Collateral Documents by each Person (other than by the IPC Fxxxx Parties) that is required by this Agreement to execute, or that does execute, this Agreement or any of the Collateral Documents, and assuming due execution and delivery thereof by the IPC Fxxxx Parties, the Collateral Documents will be the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' ’ rights generally and (ii) general equitable principles.