Common use of Authority, Approvals and Consents Clause in Contracts

Authority, Approvals and Consents. The Companies have the corporate power and authority to enter into this Agreement and the documents referred to herein (the "Documents") to which they are a party and to perform their obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of the Companies and no other corporate proceedings on the part of the Companies are necessary to authorize and approve this Agreement and the Documents and the transactions contemplated hereby and thereby. This Agreement has been, and on the Closing Date the Documents will be, duly executed and delivered by, and constitute valid and binding obligations of, each of the Companies, enforceable against the Companies in accordance with their respective terms. The execution, delivery and performance by each of the Companies and the Stockholders of this Agreement and the Documents to which it or they are a party and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) contravene any provisions of the Articles of Incorporation or By-Laws (including any comparable governing instrument with a different name) of any of the Companies; (ii) (after notice or lapse of time or both) conflict with, result in a breach of any provision of, constitute a default under, result in the modification or cancellation of, or give rise to any right of termination or acceleration in respect of, any Company Agreement (as defined in Section 2.15 hereof) or, except as set forth on Schedule 2.4 hereto, require any consent or waiver of any party to any Company Agreement; (iii) result in the creation of any security interest upon, or any person obtaining any right to acquire, any properties, assets or rights of the Companies (other than the rights of Sub to acquire the Shares pursuant to this Agreement); (iv) violate or conflict with any Legal Requirements (as defined in Section 2.9 hereof) applicable to the Companies or any of their respective businesses or properties; or (v) require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental, administrative or judicial authority, except in connection with or in compliance with the provisions of the H-S-R Act (as defined in Section 5.3 hereof). Except as set forth or referred to above, no authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental administrative or judicial authority is necessary to be obtained or made by the Companies to enable the Companies to continue to conduct their respective businesses and operations and use their respective properties after the Closing in a manner which is in all material respects consistent with that in which they are presently conducted.

Authority, Approvals and Consents. The Companies UAG and Sub have the corporate power and authority to enter into this Agreement and the documents referred to herein (the "Documents") Documents to which they are a party and to perform their its obligations hereunder and thereunder. The At the time of the Closing, the execution, delivery and performance of this Agreement and the Documents to which they are it is a party and the consummation of the transactions contemplated hereby and thereby will have been duly authorized and approved by the Board of Directors of each of the Companies UAG and Sub and no other corporate proceedings on the part of the Companies are UAG or Sub will be necessary to authorize and approve this Agreement and the Documents and the transactions contemplated hereby and thereby. This Agreement has been, and on the Closing Date the Documents will be, duly executed and delivered by, and constitute a valid and binding obligations obligation of, each of the CompaniesUAG and Sub, enforceable against the Companies UAG and Sub in accordance with their respective terms. The Except as set forth on Schedule 4.5 hereto, the execution, delivery and performance by each of the Companies UAG and the Stockholders Sub of this Agreement and the Documents to which it or they are a party and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) contravene any provisions of the Articles Certificate of Incorporation or By-Laws (including any comparable governing instrument with a different name) Bylaws of any of the CompaniesUAG or Sub; (ii) (after notice or lapse of time or both) conflict with, result in a breach of any provision of, constitute a default under, result in the modification or cancellation of, or give rise to any right of termination or acceleration in respect of, any Company UAG Agreement (as defined in Section 2.15 hereofbelow) or, except as set forth on Schedule 2.4 hereto, or require any consent or waiver of any party to any Company UAG Agreement; (iii) result in the creation of any security interest upon, or any person obtaining any right to acquire, any properties, assets or rights of the Companies (other than the rights of Sub to acquire the Shares pursuant to this Agreement)UAG; (iv) violate or conflict with any Legal Requirements (as defined in Section 2.9 hereof) applicable to the Companies UAG or any of their its respective businesses or propertiesproperties that would or could reasonably be expected to have a Material Adverse Effect on UAG and the UAG Subsidiaries, taken as a whole; or (v) require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental, administrative or judicial authority, except in connection with or in compliance with the provisions of the H-S-R Act (as defined in Section 5.3 hereof). Except as set forth or referred to above, no authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental administrative or judicial authority is necessary to be obtained or made by the Companies to enable the Companies to continue to conduct their respective businesses and operations and use their respective properties after the Closing in a manner which is in all material respects consistent with that in which they are presently conducted.

Authority, Approvals and Consents. The Companies have Company has the corporate power and authority to enter into this Agreement and the other documents referred to referenced herein or related hereto (collectively, the "Transaction Documents") to which they are a party and to perform their its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the Transaction Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of the Companies Company and no other corporate proceedings on the part of the Companies Company are necessary to authorize and approve this Agreement and the Transaction Documents and the transactions contemplated hereby and thereby. This Agreement has been, and on the Closing Date the Documents will be, been duly executed and delivered by, and constitute constitutes a valid and binding obligations obligation of, each of the CompaniesCompany, enforceable against the Companies Company in accordance with their respective its terms. The execution, delivery and performance by each of the Companies Company and the Stockholders of this Agreement and the Documents to which it or they are a party and the consummation of the transactions contemplated hereby and thereby do not and will not: (ia) contravene any provisions of the Articles of Incorporation Charter or By-Laws (including any comparable governing instrument with a different name) of any Bylaws of the CompaniesCompany; (iib) (after notice or lapse except for the consent, authorization and approval that the Parties must obtain from the Chevrolet Division of time or both) General Motors Corporation in connection with the transactions contemplated hereby, and except as set forth on SCHEDULE 2.4(B), conflict with, result in a breach of any provision of, constitute a default under, result in the modification or cancellation of, or give rise to any right of termination or acceleration in respect of, any Company Agreement (as defined in Section 2.15 hereof) or, except as set forth on Schedule 2.4 heretoAgreement, require any consent or of waiver of any party to any Company Agreement, except where such conflict or default would not have a Material Adverse Effect on the Company or on the ability of the Parties to consummate the transactions contemplated by this Agreement; (iiic) result in the creation of any security interest Lien upon, or any person Person obtaining any right to acquire, any properties, assets or rights of the Companies Company (other than the rights of Sub to acquire the Target Shares pursuant to this Agreement); (ivd) violate or conflict with any Legal Requirements (as defined in Section 2.9 hereof) applicable to the Companies Company or any of their respective its businesses or properties, except where such conflict or default would not have a Material Adverse Effect on the financial condition of the Company or on the ability of the Parties to consummate the transactions contemplated by this Agreement; or (ve) require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmentalGovernmental Authority, administrative or judicial authority, except other than in connection with or in compliance with the provisions of the HHart-SXxxxx-R Act (as defined in Section 5.3 hereof)Xxxxxx Xxx, except where such conflict or default would not have a Material Adverse Effect on the Company or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth or referred to above, no authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, to any governmental administrative or judicial authority Governmental Authority is necessary to be obtained or made by the Companies Company to enable the Companies Company to continue to conduct their respective businesses its business and operations and use their respective its properties after the Closing in a manner which is in all material respects consistent with that in which they are presently conductedconducted and used.

Authority, Approvals and Consents. (a) The Companies have the corporate power and authority to enter into this Agreement and the documents referred to herein (such documents, other than the Leases, herein referred to as the "Documents") to which they are a party and to perform their obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of the Companies and no other corporate proceedings on the part of the Companies are necessary to authorize and approve this Agreement and the Documents and the transactions contemplated hereby and thereby. This Agreement has been, and on the Closing Date the Documents will be, duly executed and delivered by, and constitute valid and binding obligations of, each of the Companies, enforceable against the Companies in accordance with their respective terms. . (b) The execution, delivery and performance by each of the Companies and the Stockholders of this Agreement and the Documents to which it or they are he is a party and the consummation of the transactions contemplated hereby and thereby do not and will not, except as set forth on Schedule 2.4: (i) contravene any provisions of the Articles of Incorporation or By-Laws Bylaws (including any comparable governing instrument with a different name) of any of the Companies; (ii) (after notice or lapse of time or both) conflict with, result in a breach of any provision of, constitute a default under, result in the modification or cancellation of, or give rise to any right of termination or acceleration in respect of, any material Company Agreement (as defined in Section 2.15 hereof) or, except as set forth on Schedule 2.4 hereto, or require any consent or waiver of any party to any material Company Agreement; (iii) result in the creation of any security interest upon, or any person obtaining any right to acquire, any properties, assets or rights of any of the Companies (other than the rights of Sub UAG to acquire the Shares pursuant to this Agreement); (iv) violate or conflict with any Legal Requirements (as defined in Section 2.9 hereof) applicable to any of the Companies or any of their respective businesses or properties; or (v) require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental, administrative or judicial authority, except in connection with or in compliance with the provisions of the H-S-R Act (as defined in Section 5.3 hereof)Act. Except as set forth or referred to above, no authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental governmental, administrative or judicial authority is necessary to be obtained or made by the Companies to enable the Companies to continue to conduct their respective businesses and operations and use their respective properties after the Closing in a manner which is in all material respects consistent with that in which they are presently conducted.

Authority, Approvals and Consents. The Companies UAG and Sub have the corporate power and authority to enter into this Agreement and the documents referred to herein (the "Documents") Documents to which they are a party and to perform their obligations hereunder and thereunder. The At the time of the Closing, the execution, delivery and performance of this Agreement and the Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby will have been duly authorized and approved by the Board of Directors of each of the Companies UAG and Sub and no other corporate proceedings on the part of the Companies are UAG or Sub will be necessary to authorize and approve this Agreement and the Documents and the transactions contemplated hereby and thereby. This Agreement has been, and on the Closing Date the Documents will be, duly executed and delivered by, and constitute a valid and binding obligations obligation of, each of the CompaniesUAG and Sub, enforceable against the Companies UAG and Sub in accordance with their respective terms. The Except as set forth on Schedule 4.5 hereto, the execution, delivery and performance by each of the Companies UAG and the Stockholders Sub of this Agreement and the Documents to which it or they are a party and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) contravene any provisions of the Articles Certificate of Incorporation or By-Laws (including any comparable governing instrument with a different name) Bylaws of any of the CompaniesUAG or Sub; (ii) (after notice or lapse of time or both) conflict with, result in a breach of any provision of, constitute a default under, result in the modification or cancellation of, or give rise to any right of termination or acceleration in respect of, any Company UAG Agreement (as defined in Section 2.15 hereofbelow) or, except as set forth on Schedule 2.4 hereto, or require any consent or waiver of any party to any Company UAG Agreement; (iii) result in the creation of any security interest upon, or any person obtaining any right to acquire, any properties, assets or rights of the Companies (other than the rights of Sub to acquire the Shares pursuant to this Agreement)UAG; (iv) violate or conflict with any Legal Requirements (as defined in Section 2.9 hereof) applicable to the Companies UAG or any of their its respective businesses or propertiesproperties that would or could reasonably be expected to have a Material Adverse Effect on UAG and the UAG Subsidiaries, taken as a whole; or (v) require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental, administrative or judicial authority, except in connection with or in compliance with the provisions of the H-S-R Act (as defined in Section 5.3 hereof). Except as set forth or referred to above, no authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental administrative or judicial authority is necessary to be obtained or made by the Companies to enable the Companies to continue to conduct their respective businesses and operations and use their respective properties after the Closing in a manner which is in all material respects consistent with that in which they are presently conductedAct.

Authority, Approvals and Consents. The Companies have Except as set forth on Schedule N hereto, Seller has the corporate power and authority to enter into this Agreement and the documents referred to herein (the "Documents") to which they are a party and to perform their obligations hereunder and thereunderhereunder. The execution, delivery and performance of this Agreement and the Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized and validly approved by the Board of Directors of each of the Companies Seller and by their respective stockholders and no other corporate or other proceedings on the part of the Companies Seller are necessary to authorize and approve this Agreement and the Documents transactions contemplated hereby. Seller hereby expressly represents that they have fully and properly complied with all aspects of applicable Connecticut and/or Massachusetts corporate law in entering into this Agreement and for consummating the transactions contemplated hereby and therebyhereunder. This Agreement has been, and on the Closing Date the Documents will be, been duly executed and delivered by, and constitute constitutes a valid and binding obligations of, each obligation of the CompaniesSeller, enforceable against the Companies Seller in accordance with their respective its terms. The execution, delivery and performance by each of the Companies and the Stockholders of this Agreement and the Documents to which it or they are a party by Seller and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) contravene any provisions of the Certificate or Articles of Incorporation or Formation or By-Laws (including any comparable governing instrument with a different name) or other organizational documents of any of the CompaniesSeller; (ii) (after notice or lapse of time or both) conflict with, result in a breach of any provision provisions of, constitute a default under, result in the modification or cancellation of, or give rise to any right of termination or acceleration in respect of, of any Company Agreement (as defined in Section 2.15 hereofhereinbelow) or, except as set forth on Schedule 2.4 N hereto, require any consent or waiver of any party to any Company Agreement;. (iii) result in the creation of any security interest Security Interest upon, or any person obtaining any right rights to acquire, any properties, assets or rights of the Companies (other than the rights of Sub to acquire the Shares pursuant to this Agreement)Assets; (iv) violate or conflict with any Legal Requirements (as defined in Section 2.9 hereofhereinbelow) applicable to the Companies Business or any of their respective businesses or propertiesthe Assets; or (v) require any authorization, consent, order, permit, or approval of, or notice to, or filing, registration or qualification with, any governmental, administrative or judicial authority (except for state or federal environmental regulatory agency requirements and those set forth on Schedule N hereto). Except as set forth or referred to above on Schedule N hereto, no authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental, administrative or judicial authority is necessary to be obtained or made by Seller to enable Purchaser to continue to conduct the Business and use the Assets after the Closing in a manner which is in all material respects consistent with that in which the Business is presently conducted and as the Assets are currently utilized. Furthermore, no authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental, administrative or judicial authority, except in connection with creditor or in compliance with the provisions of the H-S-R Act (as defined in Section 5.3 hereof). Except as set forth or referred to above, no authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental administrative or judicial authority other party is necessary to be obtained or made has not been obtained by Seller prior to Closing to effectively convey to Purchaser good, clear and marketable title to the Companies Assets, free of any and all claims of any party with respect thereto (except as set forth in Section 4.4 hereinbelow). Seller does hereby expressly disclaim any representation or warranty as such may relate to enable the Companies to continue to conduct their respective businesses and operations and use their respective properties after the Closing in a manner which is in all material respects consistent compliance with that in which they are presently conductedstate or Federal securities laws.

Authority, Approvals and Consents. The Each of the Companies have has the corporate power and authority to enter into enter, execute, deliver and perform this Agreement and to consummate the documents referred to herein (the "Documents") to which they are a party and to perform their obligations hereunder and thereundertransactions contemplated hereby. The execution, delivery and performance of this Agreement and the Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of the Companies and no other corporate proceedings on the part of any of the Companies are necessary to authorize and approve this Agreement and the Documents and the transactions contemplated hereby and therebyhereby. This Agreement has been, and on the Closing Date the Documents will be, been duly executed and delivered by, and constitute valid and binding obligations of, each of the Companies, enforceable against the Companies in accordance with their respective terms. The execution, delivery and performance by each of the Companies and constitutes a valid and binding obligation of such Company, enforceable against such Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors, rights generally or by the Stockholders principles governing the availability of equitable remedies. Except as otherwise set forth in Schedule 3.4 of the Disclosure Schedule, the execution, delivery and performance of this Agreement and the Documents to which it or they are a party by each Company and the consummation by each Company of the transactions contemplated hereby and thereby do not and will not: (ia) contravene or otherwise violate any provisions of the Articles of Incorporation or By-Laws (including any comparable governing instrument with a different name) of any of the Companies; (iib) (after notice or lapse of time or both) conflict with, result in a breach of any provision of, constitute a default under, result in the modification modification, acceleration or cancellation of, or give rise to any right of termination or acceleration in respect of, any Company Agreement contract, agreement, commitment, understanding or arrangement of any kind to which any of the Companies is a party and which relates to the Business or by which any of the Assets (as defined in Section 2.15 hereof) or, with respect to Anvil Knitwear (Del.), any of the Special Assets) are bound except as set forth on Schedule 2.4 heretofor such conflicts, require any consent breaches, defaults, modifications, accelerations, cancellations or waiver of any party terminations that have not had and would not be reasonably expected to any Company Agreementhave a Material Adverse Effect; (iii) result in the creation of any security interest upon, or any person obtaining any right to acquire, any properties, assets or rights of the Companies (other than the rights of Sub to acquire the Shares pursuant to this Agreement); (ivc) violate or conflict with any Legal Requirements (as defined in Section 2.9 hereof) applicable to the Companies or any of their respective businesses or propertiesBusiness conducted by Sellers, except for such violations and conflicts as have not had and would not be reasonably expected to have a Material Adverse Effect; or (vd) require any authorization, consent, order, permit or approval of, or except for filings under the HSR Act and provision of notice to, or filing, registration or qualification with, any governmental, administrative or judicial authority, except to the PBGC in connection with or in compliance with the provisions PBGC Agreements, require any Governmental Approval the absence of the H-S-R Act (as defined in Section 5.3 hereof). Except as set forth or referred which would be reasonably expected to above, no authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental administrative or judicial authority is necessary to be obtained or made by the Companies to enable the Companies to continue to conduct their respective businesses and operations and use their respective properties after the Closing in have a manner which is in all material respects consistent with that in which they are presently conductedMaterial Adverse Effect.

Authority, Approvals and Consents. The Companies have UAG has the corporate power and authority to enter into this Agreement and the documents referred to herein (the "Documents") Documents to which they are it is a party and to perform their its obligations hereunder and thereunder. The At the time of the Closing, the execution, delivery and performance of this Agreement and the Documents to which they are it is a party and the consummation of the transactions contemplated hereby and thereby will have been duly authorized and approved by the Board of Directors of each of the Companies UAG and no other corporate proceedings on the part of the Companies are UAG will be necessary to authorize and approve this Agreement and the Documents and the transactions contemplated hereby and thereby. This Agreement has been, and on the Closing Date the Documents will be, duly executed and delivered by, and constitute a valid and binding obligations obligation of, each of the CompaniesUAG, enforceable against the Companies UAG in accordance with their respective terms. The Except as set forth on Schedule 4.5 hereto, the execution, delivery and performance by each of the Companies and the Stockholders UAG of this Agreement and the Documents to which it or they are is a party and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) contravene any provisions of the Articles Certificate of Incorporation or By-Laws (including any comparable governing instrument with a different name) of any of the CompaniesUAG; (ii) (after notice or lapse of time or both) conflict with, result in a breach of any provision of, constitute a default under, result in the modification or cancellation of, or give rise to any right of termination or acceleration in respect of, any Company UAG Agreement (as defined in Section 2.15 hereofbelow) or, except as set forth on Schedule 2.4 hereto, or require any consent or waiver of any party to any Company UAG Agreement; (iii) result in the creation of any security interest upon, or any person obtaining any right to acquire, any properties, assets or rights of the Companies (other than the rights of Sub to acquire the Shares pursuant to this Agreement)UAG; (iv) violate or conflict with any Legal Requirements (as defined in Section 2.9 hereof) applicable to the Companies UAG or any of their its respective businesses or propertiesproperties that would or could reasonably be expected to have a Material Adverse Effect on UAG and the UAG Subsidiaries, taken as a whole; or (v) require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental, administrative or judicial authority, except in connection with or in compliance with the provisions of the H-S-R Act (as defined in Section 5.3 hereof)Act. Except as set forth or referred to above, no authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental administrative or judicial authority is necessary to be obtained or made by the Companies UAG to enable the Companies UAG to continue to conduct their respective businesses its business and operations and use their respective its properties after the Closing in a manner which is in all material respects consistent with that in which they are presently conducted.

Authority, Approvals and Consents. The Companies have Such Xxxxxx Party has the corporate power and authority to enter into execute and deliver and, subject to receipt of the Bankruptcy Court Approval Order, perform this Agreement and consummate the documents referred to herein (the "Documents") to which they are a party and to perform their obligations hereunder and thereundertransactions contemplated hereby. The execution, delivery and performance of this Agreement and the Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all necessary action on the Board part of Directors of each of the Companies such Xxxxxx Party and no other corporate proceedings on the part of the Companies such Xxxxxx Party are necessary to authorize and approve this Agreement and the Documents and the transactions contemplated hereby and therebyhereby. This Agreement has been, and on the Closing Date the Documents will be, been duly executed and delivered by, by such Xxxxxx Party and constitute constitutes a valid and binding obligations of, each obligation of the Companies, enforceable against the Companies in accordance with their respective termssuch Xxxxxx Party. The execution, delivery and performance by each of the Companies and the Stockholders of this Agreement and the Documents to which it or they are a party by each Xxxxxx Parties and the consummation by each Xxxxxx Parties of the transactions contemplated hereby and thereby Settlement Transactions do not and will not: (ia) contravene or otherwise violate any provisions of the Articles of Incorporation or By-Laws or other organizational documents of such Xxxxxx Party, (including any comparable governing instrument with a different name) of any of the Companies; (ii) (after notice or lapse of time or bothb) conflict with, result in a breach of any provision of, constitute a default under, result in the modification modification, acceleration or cancellation of, or give rise to any right of termination or acceleration in respect of, any Company Agreement (as defined in Section 2.15 hereof) orcontract, except as set forth on Schedule 2.4 heretoagreement, require any consent commitment, understanding or waiver arrangement of any kind to which such Xxxxxx Party is a party or which, to any Company Agreement; (iii) result in such Xxxxxx Party’s knowledge, relates to the creation of any security interest uponXxxxxx Loans or by which, or any person obtaining any right to acquiresuch Xxxxxx Party’s knowledge, any properties, assets or rights of the Companies Xxxxxx Loans are bound, (other than the rights of Sub to acquire the Shares pursuant to this Agreement); (ivc) violate or conflict with any Legal Requirements (as defined in Section 2.9 hereof) applicable to the Companies business conducted by such Xxxxxx Party except for such violations and conflicts as have not had and would not be reasonably expected to have a Material Adverse Effect with respect to such Xxxxxx Party or any of their respective businesses or properties; or (vd) require any authorizationGovernmental Approval or other Consent except for any such Governmental Approval or other Consent that has heretofore been obtained, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental, administrative or judicial authority, except in connection with or in compliance with and the provisions of the H-S-R Act (as defined in Section 5.3 hereof). Except as set forth or referred to above, no authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental administrative or judicial authority is necessary to be obtained or made by the Companies to enable the Companies to continue to conduct their respective businesses and operations and use their respective properties after the Closing in a manner which is in all material respects consistent with that in which they are presently conductedBankruptcy Court Approval Order.

Authority, Approvals and Consents. The Companies have the corporate power and authority to enter into this Agreement and the documents referred to herein (the "Documents") to which they are a party and to perform their obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of the Companies and no other corporate proceedings on the part of the Companies are necessary to authorize and approve this Agreement and the Documents and the transactions contemplated hereby and thereby. This Agreement has been, and on the Closing Date the Documents will be, duly executed and delivered by, and constitute valid and binding obligations of, each of the Companies, enforceable against the Companies in accordance with their respective terms. The execution, delivery and performance by each of the Companies and the Stockholders of this Agreement and the Documents to which it or they are he is a party and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) contravene any provisions of the Articles of Incorporation or By-Laws Bylaws (including any comparable governing instrument with a different name) of any of the Companies; (ii) (after notice or lapse of time or both) conflict with, result in a breach of any provision of, constitute a default under, result in the modification or cancellation of, or give rise to any right of termination or acceleration in respect of, any Company Agreement (as defined in Section 2.15 hereof) or, except as set forth on Schedule 2.4 hereto, require any consent or waiver of any party to any Company Agreement; (iii) result in the creation of any security interest upon, or any person obtaining any right to acquire, any properties, assets or rights of the Companies (other than the rights of Sub UAG to acquire the Shares pursuant to this Agreement); (iv) violate or conflict with any Legal Requirements (as defined in Section 2.9 hereof) applicable to the Companies or any of their respective businesses or properties; or (v) require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental, administrative or judicial authority, except in connection with or in compliance with the provisions of the H-S-R Act (as defined in Section 5.3 hereof)Act. Except as set forth or referred to above, no authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental governmental, administrative or judicial authority is necessary to be obtained or made by the Companies to enable the Companies to continue to conduct their respective businesses and operations and use their respective properties after the Closing in a manner which is in all material respects consistent with that in which they are presently conducted.

Authority, Approvals and Consents. The Companies have Company has the corporate power and authority to enter into this Agreement and the documents referred to herein (the "Documents") to which they are it is a party and to perform their its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the Documents to which they are it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of the Companies Company and no other corporate proceedings on the part of the Companies are Company is necessary to authorize and approve this Agreement and the Documents and the transactions contemplated hereby and thereby. This thereThis Agreement has been, and on the Closing Date the Documents will be, duly executed and delivered by, and constitute valid and binding obligations of, each of the CompaniesCompany, enforceable against the Companies Company in accordance with their respective its terms. The execution, delivery and performance by each of the Companies Company, the Stockholder and the Stockholders Xx. Xxxxx of this Agreement and the Documents to which it or they are a party and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) contravene any provisions of the Articles of Incorporation or By-Laws Bylaws (including any comparable governing instrument with a different name) of any of the CompaniesCompany; (ii) (after notice or lapse of time or both) conflict with, result in a breach of any provision of, constitute a default under, result in the modification or cancellation of, or give rise to any right of termination or acceleration in respect of, any Company Agreement (as defined in Section 2.15 hereof) or, except as set forth on Schedule 2.4 hereto, require any consent or waiver of any party to any Company Agreement; (iii) result in the creation of any security interest upon, or any person Person obtaining any right to acquire, any properties, assets or rights of the Companies Company (other than the rights of Sub to acquire the Shares pursuant to this Agreement); (iv) violate or conflict with any Legal Requirements (as defined in Section 2.9 hereof) applicable to the Companies Company or any of their respective businesses its business or properties; or (v) require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental, administrative or judicial authority, except in connection with or in compliance with the provisions of the H-S-R Act (as defined in Section 5.3 hereof). Except as set forth or referred to above, no authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental administrative or judicial authority is necessary to be obtained or made by the Companies Company to enable the Companies Company to continue to conduct their respective businesses its business and operations and use their respective its properties after the Closing in a manner which is in all material respects consistent with that in which they are it is presently conducted.

Authority, Approvals and Consents. The Companies UAG and Sub have the corporate power and authority to enter into this Agreement and the documents referred to herein (the "Documents") Documents to which they are a party and to perform their obligations hereunder and thereunder. The At the time of the Closing, the execution, delivery and performance of this Agreement and the Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby will have been duly authorized and approved by the Board of Directors of each of the Companies UAG and Sub and no other corporate proceedings on the part of the Companies are UAG or Sub will be necessary to authorize and approve this Agreement and the Documents and the transactions contemplated hereby and thereby. This Agreement has been, and on the Closing Date the Documents will be, duly executed and delivered by, and constitute a valid and binding obligations obligation of, each of the CompaniesUAG and Sub, enforceable against the Companies UAG and Sub in accordance with their respective terms. The Except as set forth on Schedule 4.5 hereto, the execution, delivery and performance by each of the Companies UAG and the Stockholders Sub of this Agreement and the Documents to which it or they are a party and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) contravene any provisions of the Articles Certificate of Incorporation or By-Laws (including any comparable governing instrument with a different name) Bylaws of any of the CompaniesUAG or Sub; (ii) (after notice or lapse of time or both) conflict with, result in a breach of any provision of, constitute a default under, result in the modification or cancellation of, or give rise to any right of termination or acceleration in respect of, any Company UAG Agreement (as defined in Section 2.15 hereofbelow) or, except as set forth on Schedule 2.4 hereto, or require any consent or waiver of any party to any Company UAG Agreement; (iii) result in the creation of any security interest upon, or any person obtaining any right to acquire, any properties, assets or rights of the Companies (other than the rights of Sub to acquire the Shares pursuant to this Agreement)UAG; (iv) violate or conflict with any Legal Requirements (as defined in Section 2.9 hereof) applicable to the Companies UAG or any of their its respective businesses or propertiesproperties that would or could reasonably be expected to have a Material Adverse Effect on UAG and the UAG Subsidiaries, taken as a whole; or (v) require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental, administrative or judicial authority, except in connection with or in compliance with the provisions of the H-S-R Act (as defined in Section 5.3 hereof). Except as set forth or referred to above, no authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental administrative or judicial authority is necessary to be obtained or made by the Companies to enable the Companies to continue to conduct their respective businesses and operations and use their respective properties after the Closing in a manner which is in all material respects consistent with that in which they are presently conducted.

Authority, Approvals and Consents. The Companies have Company has the corporate power and authority to enter into this Agreement and the documents referred to herein (the "Documents") to which they are a party and to perform their its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of the Companies Company and no other corporate proceedings on the part of the Companies Company are necessary to authorize and approve this Agreement and the Documents and the transactions contemplated hereby and thereby. This Agreement has been, and on the Closing Date the Documents will be, been duly executed and delivered by, and constitute constitutes a valid and binding obligations obligation of, each of the CompaniesCompany, enforceable against the Companies Company in accordance with their respective its terms. The execution, delivery and performance by each of the Companies Company and the Stockholders of this Agreement and the Documents to which it or they are a party Lease and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) contravene any provisions of the Articles of Incorporation Charter or By-Laws (including any comparable governing instrument with a different name) of any of the CompaniesCompany; (ii) to the knowledge of the Company or the Stockholders, (after notice or lapse of time or both) conflict with, result in a breach of any provision of, constitute a default under, result in the modification or cancellation of, or give rise to any right of termination or acceleration in respect of, any Company Agreement (as defined in Section SECTION 2.15 hereof) or, except as set forth on Schedule 2.4 hereto, require any consent or waiver of any party to any Company Agreement, except where such conflict or default would not have a material adverse effect on the financial condition of the Company or on the ability of the parties to consummate the transactions contemplated by this Agreement; (iii) result in the creation of any security interest Lien upon, or any person Person obtaining any right to acquire, any properties, assets or rights of the Companies Company (other than the rights of Sub to acquire the Shares pursuant to this Agreement); (iv) to the knowledge of the Company or the Stockholders, violate or conflict with any Legal Requirements (as defined in Section SECTION 2.9 hereof) applicable to the Companies Company or any of their respective its businesses or properties, except where such conflict or default would not have a material adverse effect on the financial condition of the Company or on the ability of the parties to consummate the transactions contemplated by this Agreement; or (v) require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental, administrative or judicial authority, except in connection with or in compliance with the provisions of the H-S-R Act (as defined in Section 5.3 SECTION 5.11 hereof), except where such conflict or default would not have a material adverse effect on the financial condition of the Company or on the ability of the parties to consummate the transactions contemplated by this Agreement. Except as set forth or referred to above, no authorization, consent, order, permit or approval of, or notice toto any governmental, or filing, registration or qualification with, any governmental administrative or judicial authority is necessary to be obtained or made by the Companies Company to enable the Companies Company to continue to conduct their respective businesses its business and operations and use their respective its properties after the Closing in a manner which is in all material respects consistent with that in which they are presently conducted.

Authority, Approvals and Consents. The Companies have UAG has the corporate power and authority to enter into this Agreement and the documents referred to herein (the "Documents") Documents to which they are it is a party and to perform their its obligations hereunder and thereunder. The At the Effective Time, the execution, delivery and performance of this Agreement and the Documents to which they are it is a party and the consummation of the transactions contemplated hereby and thereby will have been duly authorized and approved by the Board of Directors of each of the Companies UAG and no other corporate proceedings on the part of the Companies are UAG will be necessary to authorize and approve this Agreement and the Documents and the transactions contemplated hereby and thereby. This Agreement has been, and on the Closing Date the Documents will be, duly executed and delivered by, and constitute a valid and binding obligations obligation of, each of the CompaniesUAG, enforceable against the Companies UAG in accordance with their respective terms. The Except as set forth on Schedule 4.5 hereto, the execution, delivery and performance by each of the Companies and the Stockholders UAG of this Agreement and the Documents to which it or they are is a party and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) contravene any provisions of the Articles Certificate of Incorporation or By-Laws (including any comparable governing instrument with a different name) of any of the CompaniesUAG; (ii) (after notice or lapse of time or both) conflict with, result in a breach of any provision of, constitute a default under, result in the modification or cancellation of, or give rise to any right of termination or acceleration in respect of, any Company Agreement agreement to which UAG is a party (as defined in Section 2.15 hereof"UAG Agreement") or, except as set forth on Schedule 2.4 hereto, or require any consent or waiver of any party to any Company AgreementUAG Agreement that would or could reasonably be expected to have a Material Adverse Effect on UAG and the UAG Subsidiaries, taken as a whole; (iii) result in the creation of any security interest upon, or any person obtaining any right to acquire, any properties, assets or rights of UAG or any UAG Subsidiary that would or could reasonably be expected to have a Material Adverse Effect on UAG and the Companies (other than the rights of Sub to acquire the Shares pursuant to this Agreement)UAG Subsidiaries, taken as a whole; (iv) violate or conflict with any Legal Requirements (as defined in Section 2.9 hereof) applicable to the Companies UAG or any UAG Subsidiary or any of their respective businesses or propertiesproperties that would or could reasonably be expected to have a Material Adverse Effect on UAG and the UAG Subsidiaries, taken as a whole; or (v) require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental, administrative or judicial authority, except in connection with or in compliance with the provisions of the H-S-R Act (as defined in Section 5.3 hereof)Act. Except as set forth or referred to above, no authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental administrative or judicial authority is necessary to be obtained or made by the Companies UAG to enable the Companies UAG to continue to conduct their respective businesses its business and operations and use their respective its properties after the Closing in a manner which is in all material respects consistent with that in which they are presently conducted.

Authority, Approvals and Consents. (a) The Companies have the corporate power and authority to enter into this Agreement and the documents referred to herein (the "Documents") to which they are a party and to perform their obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of the Companies and no other corporate proceedings on the part of the Companies are necessary to authorize and approve this Agreement and the Documents and the transactions contemplated hereby and thereby. This Agreement has been, and on the Closing Date the Documents will be, duly executed and delivered by, and constitute valid and binding obligations of, each of the Companies, enforceable against the Companies in accordance with their respective terms. . (b) The execution, delivery and performance by each of the Companies and the Stockholders of this Agreement and the Documents to which it or they are a party and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) contravene any provisions of the Articles of Incorporation or By-Laws (including any comparable governing instrument with a different name) of any either of the Companies; (ii) (after notice or lapse of time or both) conflict with, result in a breach of any provision of, constitute a default under, result in the modification or cancellation of, or give rise to any right of termination or acceleration in respect of, any Company Agreement (as defined in Section 2.15 hereof) or, except as set forth on Schedule 2.4 hereto, require any consent or waiver of any party to any Company Agreement; (iii) result in the creation of any security interest upon, or any person obtaining any right to acquire, any properties, assets or rights of the Companies (other than the rights of Sub UAG to acquire the Shares pursuant to this Agreement); (iv) violate or conflict with any Legal Requirements (as defined in Section 2.9 hereof) applicable to the Companies or any of their respective businesses or properties; or (v) require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental, administrative or judicial authority, except in connection with or in compliance comp- liance with the provisions of the H-S-R Act (as defined in Section 5.3 hereof). Except as set forth or referred to above, no authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental administrative or judicial authority is necessary to be obtained or made by the Companies to enable the Companies to continue to conduct their respective businesses and operations and use their respective properties after the Closing in a manner which is in all material respects consistent with that in which they are presently conducted.

Authority, Approvals and Consents. The Companies have the corporate power and authority to enter into this Agreement and the documents referred to herein (the "Documents") to which they are a party and to perform their obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of the Companies and no other corporate proceedings on the part of the Companies are necessary to authorize and approve this Agreement and the Documents and the transactions contemplated hereby and thereby. This Agreement has been, and on the Closing Date the Documents will be, duly executed and delivered by, and constitute valid and binding obligations of, each of the Companies, enforceable against the Companies in accordance with their respective terms. The execution, delivery and performance by each of the Companies and the Stockholders Stockholder of this Agreement and the Documents to which it or they are he is a party and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) contravene any provisions of the Articles of Incorporation or By-Laws Bylaws (including any comparable governing instrument with a different name) of any of the Companies; (ii) (after notice or lapse of time or both) conflict with, result in a breach of any provision of, constitute a default under, result in the modification or cancellation of, or give rise to any right of termination or acceleration in respect of, any Company Agreement (as defined in Section 2.15 hereof2.15) or, except as set forth on Schedule 2.4 hereto, require any consent or waiver of any party to any Company Agreement; (iii) result in the creation of any security interest upon, or any person obtaining any right to acquire, any properties, assets or rights of any of the Companies (other than the rights of Sub UAG to acquire the Shares pursuant to this Agreement); (iv) violate or conflict with any Legal Requirements (as defined in Section 2.9 hereof) applicable to any of the Companies or any of their respective businesses or properties; or (v) require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental, administrative or judicial authority, except in connection with or in compliance with the provisions of the H-S-R Act (as defined in Section 5.3 hereof5.3). Except as set forth or referred to above, no authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental governmental, administrative or judicial authority is necessary to be obtained or made by the Companies to enable the Companies to continue to conduct their respective businesses and operations and use their respective properties after the Closing in a manner which is in all material respects consistent with that in which they are presently conducted.

Authority, Approvals and Consents. D CONSENTS The Companies have Company has the corporate power and authority to enter into this Agreement and the documents referred to herein (the "Documents") to which they are it is a party and to perform their its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the Documents to which they are it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of the Companies Company and no other corporate proceedings on the part of the Companies are Company is necessary to authorize and approve this Agreement and the Documents and the transactions contemplated hereby and thereby. This Agreement has been, and on the Closing Date the Documents will be, duly executed and delivered by, and constitute valid and binding obligations of, each of the CompaniesCompany, enforceable against the Companies Company in accordance with their respective its terms. The execution, delivery and performance by each of the Companies Company, the Stockholder and the Stockholders Xx. Xxxxx of this Agreement and the Documents to which it or they are a party and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) contravene any provisions of the Articles of Incorporation or By-Laws Bylaws (including any comparable governing instrument with a different name) of any of the CompaniesCompany; (ii) (after notice or lapse of time or both) conflict with, result in a breach of any provision of, constitute a default under, result in the modification or cancellation of, or give rise to any right of termination or acceleration in respect of, any Company Agreement (as defined in Section 2.15 hereof) or, except as set forth on Schedule 2.4 hereto, require any consent or waiver of any party to any Company Agreement; (iii) result in the creation of any security interest upon, or any person Person obtaining any right to acquire, any properties, assets or rights of the Companies Company (other than the rights of Sub to acquire the Shares pursuant to this Agreement); (iv) violate or conflict with any Legal Requirements (as defined in Section 2.9 hereof) applicable to the Companies Company or any of their respective businesses its business or properties; or (v) require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental, administrative or judicial authority, except in connection with or in compliance with the provisions of the H-S-R Act (as defined in Section 5.3 hereof). Except as set forth or referred to above, no authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental administrative or judicial authority is necessary to be obtained or made by the Companies Company to enable the Companies Company to continue to conduct their respective businesses its business and operations and use their respective its properties after the Closing in a manner which is in all material respects consistent with that in which they are it is presently conducted.

Authority, Approvals and Consents. The Companies have the corporate power and authority to enter into this Agreement and the documents referred to herein (the "Documents") to which they are a party and to perform their obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of the Companies and no other corporate proceedings on the part of the Companies are necessary to authorize and approve this Agreement and the Documents and the transactions contemplated hereby and thereby. This Agreement has been, and on the Closing Date the Documents will be, duly executed and delivered by, and constitute valid and binding obligations of, each of the Companies, enforceable against the Companies in accordance with their respective terms. The execution, delivery and performance by each of the Companies and the Stockholders Stockholder of this Agreement and the Documents to which it or they are he is a party and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) contravene any provisions of the Articles of Incorporation or By-Laws Bylaws (including any comparable governing instrument with a different name) of any of the Companies; (ii) (after notice or lapse of time or both) conflict with, result in a breach of any provision of, constitute a default under, result in the modification or cancellation of, or give rise to any right of termination or acceleration in respect of, any Company Agreement (as defined in Section 2.15 hereof2.15) or, except as set forth on Schedule 2.4 hereto, require any consent or waiver of any party to any Company Agreement; (iii) result in the creation of any security interest upon, or any person obtaining any right to acquire, any properties, assets or rights of any of the Companies (other than the rights of Sub UAG to acquire the Shares pursuant to this Agreement); (iv) violate or conflict with any Legal Requirements (as defined in Section 2.9 hereof) applicable to any of the Companies or any of their respective businesses or properties; or (v) require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental, administrative or judicial authority, except in connection with or in compliance with the provisions of the H-S-R Act (as defined in Section 5.3 hereof). Except as set forth or referred to above, no authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental governmental, administrative or judicial authority is necessary to be obtained or made by the Companies to enable the Companies to continue to conduct their respective businesses and operations and use their respective properties after the Closing in a manner which is in all material respects consistent with that in which they are presently conducted.

Authority, Approvals and Consents. The Companies Neither Xxxxxxxx nor any of its Subsidiaries is in violation of its Organizational Documents, except as would not have a Material Adverse Effect with respect to Xxxxxxxx. Except as set forth on Schedule 3.1(e), neither the corporate power and authority to enter into this Agreement and the documents referred to herein (the "Documents") to which they are a party and to perform their obligations hereunder and thereunder. The execution, delivery and or performance by Xxxxxxxx of this Agreement and the Documents to which they are a party and or any Ancillary Agreement, nor the consummation by Xxxxxxxx of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of the Companies and no other corporate proceedings on the part of the Companies are necessary thereby, does or will constitute, result in or give rise to authorize and approve this Agreement and the Documents and the transactions contemplated hereby and thereby. This Agreement has been, and on the Closing Date the Documents will be, duly executed and delivered by, and constitute valid and binding obligations of, each of the Companies, enforceable against the Companies in accordance with their respective terms. The execution, delivery and performance by each of the Companies and the Stockholders of this Agreement and the Documents to which it or they are a party and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) contravene a breach or default under any provisions provision of the Articles Organizational Documents of Incorporation Xxxxxxxx or By-Laws (including any comparable governing instrument with a different name) of any of the Companies; its Subsidiaries, (ii) a breach, violation or default under (after a) any statute, law, judgment, decree, decision, ruling, injunction or order of any Governmental Authority applicable to Xxxxxxxx or its Subsidiaries or (b) any other Legal Requirement not referred to in the foregoing clause (a) applicable to Xxxxxxxx or its Subsidiaries, (iii) the imposition of any Lien upon any assets of Xxxxxxxx or its Subsidiaries or (iv) a breach or default under or the occurrence of any event which, with due notice or lapse of time or both) conflict with, result in a breach of any provision of, would constitute a default underunder (or the acceleration of the time for performance of any obligation under or the termination, result in the modification cancellation or cancellation non-renewal of) any Contracts of Xxxxxxxx or its Subsidiaries (or binding on their assets, businesses or give rise to any right of termination or acceleration in respect of, any Company Agreement (as defined in Section 2.15 hereof) orproperties), except as set forth on Schedule 2.4 heretowith respect to clauses (ii)(b), require any consent or waiver of any party to any Company Agreement; (iii) result in the creation of any security interest upon, or any person obtaining any right to acquire, any properties, assets or rights of the Companies (other than the rights of Sub to acquire the Shares pursuant to this Agreement); and (iv) violate or conflict as would not have a Material Adverse Effect with any Legal Requirements (as defined in Section 2.9 hereof) applicable respect to the Companies or any of their respective businesses or properties; or (v) require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental, administrative or judicial authority, except in connection with or in compliance with the provisions of the H-S-R Act (as defined in Section 5.3 hereof)Xxxxxxxx. Except as set forth or referred to abovein Schedule 3.1(e) and except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and any filings with the Secretary of State of the State of Texas, and filings in respect of the HSR Act, no authorizationapproval, consent, orderwaiver, permit authorization or approval other order of, or notice toand no declaration, or filing, registration registration, qualification or qualification recording with, any governmental administrative Governmental Authority or judicial authority any Person party to any Contracts of Xxxxxxxx or its Subsidiaries (or binding on their assets, business or properties) is necessary required to be obtained or made by or on behalf of any of Xxxxxxxx or its Subsidiaries in connection with the Companies to enable execution, delivery or performance of this Agreement and the Companies to continue to conduct their respective businesses and operations and use their respective properties after consummation of the Closing hereunder in accordance with the terms and conditions thereof, except those where failure to obtain such approval, consent, waiver, authorization or other order, or to make such declaration, filing, registration, qualification or recording, would not have a manner which is in all material respects consistent Material Adverse Effect with that in which they are presently conductedrespect to Xxxxxxxx.

Authority, Approvals and Consents. The Companies (a) UAG and Sub have the corporate power and authority to enter into this Agreement and the documents referred to herein (the "Documents") Documents to which they are a party and to perform their obligations hereunder and thereunder. The At the time of the Closing, the execution, delivery and performance of this Agreement and the Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby will have been duly authorized and approved by the Board of Directors of each of the Companies UAG and Sub and no other corporate proceedings on the part of the Companies are UAG or Sub will be necessary to authorize and approve this Agreement and the Documents and the transactions contemplated hereby and thereby. This Agreement has been, and on the Closing Date the Documents will be, duly executed and delivered by, and constitute a valid and binding obligations obligation of, each of the CompaniesUAG and Sub, enforceable against the Companies UAG and Sub in accordance with their respective terms. The . (b) Except as set forth on Schedule 4.5 hereto, the execution, delivery and performance by each of the Companies UAG and the Stockholders Sub of this Agreement and the Documents to which it or they are a party and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) contravene any provisions of the Articles Certificate of Incorporation or By-Laws (including any comparable governing instrument with a different name) Bylaws of any of the CompaniesUAG or Sub; (ii) (after notice or lapse of time or both) conflict with, result in a breach of any provision of, constitute a default under, result in the modification or cancellation of, or give rise to any right of termination or acceleration in respect of, any Company UAG Agreement (as defined in Section 2.15 hereofbelow) or, except as set forth on Schedule 2.4 hereto, or require any consent or waiver of any party to any Company UAG Agreement; (iii) result in the creation of any security interest upon, or any person obtaining any right to acquire, any properties, assets or rights of the Companies (other than the rights of Sub to acquire the Shares pursuant to this Agreement)UAG or Sub; (iv) violate or conflict in any material respect with any Legal Requirements (as defined in Section 2.9 hereof) applicable to the Companies UAG or any of Sub or their respective businesses or properties; or (v) require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental, administrative or judicial authority, except in connection with or in compliance with the provisions of the H-S-R Act (as defined in Section 5.3 hereof). Except as set forth or referred to above, no authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental administrative or judicial authority is necessary to be obtained or made by the Companies to enable the Companies to continue to conduct their respective businesses and operations and use their respective properties after the Closing in a manner which is in all material respects consistent with that in which they are presently conductedAct.

Authority, Approvals and Consents. The Companies (a) UAG and the Merger Subs have the corporate power and authority to enter into this Agreement and the documents referred to herein (the "Documents") Documents to which they are a party and to perform their obligations hereunder and thereunder. The At the time of the Closing, the execution, delivery and performance of this Agreement and the Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby will have been duly authorized and approved by the Board of Directors of each of UAG and the Companies Merger Subs and no other corporate proceedings on the part of UAG or the Companies are Merger Subs will be necessary to authorize and approve this Agreement and the Documents and the transactions contemplated hereby and thereby. This Agreement has been, and on the Closing Date the Documents will be, duly executed and delivered by, and constitute a valid and binding obligations obligation of, each of UAG and the CompaniesMerger Subs, enforceable against UAG and the Companies Merger Subs in accordance with their respective terms. The . (b) Except as set forth on Schedule 4.5 hereto, the execution, delivery and performance by each of the Companies UAG and the Stockholders Merger Subs of this Agreement and the Documents to which it or they are a party and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) contravene any provisions of the Articles Certificate of Incorporation or By-Laws (including any comparable governing instrument with a different name) Bylaws of any of UAG or the CompaniesMerger Subs; (ii) (after notice or lapse of time or both) conflict with, result in a breach of any provision of, constitute a default under, result in the modification or cancellation of, or give rise to any right of termination or acceleration in respect of, any Company UAG Agreement (as defined in Section 2.15 hereofbelow) or, except as set forth on Schedule 2.4 hereto, or require any consent or waiver of any party to any Company UAG Agreement; (iii) result in the creation of any security interest upon, or any person obtaining any right to acquire, any properties, assets or rights of UAG or the Companies (other than the rights of Sub to acquire the Shares pursuant to this Agreement)Merger Subs; (iv) violate or conflict in any material respect with any Legal Requirements (as defined in Section 2.9 hereof) applicable to UAG or the Companies Merger Subs or any of their respective businesses or properties; or (v) require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental, administrative or judicial authority, except in connection with or in compliance with the provisions of the H-S-R Act (as defined in Section 5.3 hereof). Except as set forth or referred to above, no authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental administrative or judicial authority is necessary to be obtained or made by the Companies to enable the Companies to continue to conduct their respective businesses and operations and use their respective properties after the Closing in a manner which is in all material respects consistent with that in which they are presently conductedAct.

Authority, Approvals and Consents. The Companies have Company has the corporate power and authority to enter into this Agreement and the other documents referred to referenced herein or related hereto (collectively, the "Transaction Documents") to which they are a party and to perform their its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the Transaction Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of the Companies Company and no other corporate proceedings on the part of the Companies Company are necessary to authorize and approve this Agreement and the Transaction Documents and the transactions contemplated hereby and thereby. This Agreement has been, and on the Closing Date the Documents will be, been duly executed and delivered by, and constitute constitutes a valid and binding obligations obligation of, each of the CompaniesCompany, enforceable against the Companies Company in accordance with their respective its terms. The execution, delivery and performance by each of the Companies Company and the Stockholders Stockholder of this Agreement and and, at the Documents to which it or they are a party Closing, the Post Closing Real Estate Lease and the consummation of the transactions contemplated hereby and thereby do not and will not, except as set forth on SCHEDULE 2.4: (iA) contravene any provisions of the Articles of Incorporation Charter or By-Laws (including any comparable governing instrument with a different name) of any Bylaws of the CompaniesCompany; (iiB) (to the Knowledge of the Stockholder, after notice or lapse of time or both) , conflict with, result in a breach of any provision of, constitute a default under, result in the modification or cancellation of, or give rise to any right of termination or acceleration in respect of, any Company Agreement (as defined in Section 2.15 hereof) or, except as set forth on Schedule 2.4 heretoAgreement, require any consent or waiver of any party to any Company Agreement, except where such conflict or default would not have a Material Adverse Effect on the financial condition of the Company or on the ability of the Parties to consummate the transactions contemplated by this Agreement; (iiiC) to the Knowledge of the Stockholder, result in the creation of any security interest Lien upon, or any person Person obtaining any right to acquire, any properties, assets or rights of the Companies Company (other than the rights of Sub Sunbelt to acquire the Shares pursuant to this Agreement)) except where such Lien or rights would not have a Material Adverse Effect on the financial condition of the Company or on the ability of the Parties to consummate the transactions contemplated by this Agreement; (ivD) to the Knowledge of the Stockholder, violate or conflict with any Legal Requirements (as defined in Section 2.9 hereof) applicable to the Companies Company or any of their respective its businesses or properties, except where such conflict or violation would not have a Material Adverse Effect on the financial condition of the Company or on the ability of the parties to consummate the transactions contemplated by this Agreement; or (vE) to the Knowledge of the Stockholder, require any authorization, consentConsent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmentalGovernmental Authority, administrative or judicial authority, except other than in connection with or in compliance with the provisions of the HHart-SXxxxx-R Act (as defined in Section 5.3 hereof). Except as set forth or referred to aboveXxxxxx Xxx, no authorization, consent, order, permit or approval of, or notice to, except where the absence of such Consent or filing, qualification or registration would not have a Material Adverse Effect on the financial condition of the Company or qualification with, any governmental administrative or judicial authority is necessary on the ability of the Parties to be obtained or made consummate the transactions contemplated by the Companies to enable the Companies to continue to conduct their respective businesses and operations and use their respective properties after the Closing in a manner which is in all material respects consistent with that in which they are presently conductedthis Agreement.

Authority, Approvals and Consents. The Companies have Company has the corporate power and authority to enter into execute, deliver and perform this Agreement and and, subject to the documents referred requisite approval of the filing of the Amended Charter by the shareholders of the Company, to herein (consummate the "Documents") to which they are a party and to perform their obligations hereunder and thereundertransactions contemplated hereby. The execution, delivery and performance of this Agreement and the Documents consummation of the transactions contemplated hereby have been duly authorized and approved by the board of directors of the Company and, except for the requisite approval of the filing of the Amended Charter by the shareholders of the Company, no other proceedings on the part of the Company are necessary to which they are authorize and approve this Agreement or any of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and constitutes a party valid and binding bligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors' rights generally or by the principles governing the availability of equitable remedies. This Agreement has been duly executed and delivered by the Sellers and constitutes a valid and binding obligation of each Seller, enforceable against such Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally or by the principles governing the availability of equitable remedies. Except as otherwise set forth in Section 3.4 of the Disclosure Schedule, the execution, delivery and performance of this Agreement by the Company and the Sellers and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of the Companies and no other corporate proceedings on the part of the Companies are necessary to authorize and approve this Agreement and the Documents and the transactions contemplated hereby and thereby. This Agreement has been, and on the Closing Date the Documents will be, duly executed and delivered by, and constitute valid and binding obligations of, each of the Companies, enforceable against the Companies in accordance with their respective terms. The execution, delivery and performance by each of the Companies and the Stockholders of this Agreement and the Documents to which it or they are a party and the consummation of the transactions contemplated hereby and thereby do not and will not: (ia) contravene any provisions of the Articles Certificate of Incorporation or By-Laws (including any comparable governing instrument with a different name) of any of the CompaniesCompany; (iib) (after notice or lapse of time or both) conflict with, result in a breach of any provision of, constitute a default under, result in the modification or cancellation of, or give rise to any right of prepayment under or termination or acceleration in respect of, any Company Agreement (as defined in Section 2.15 hereof) orcontract, except as set forth on Schedule 2.4 heretoagreement, require any consent commitment, understanding or waiver arrangement of any kind to which Sellers or the Company is a party or to which Sellers or any Company Agreementof Company's or any Subsidiary's property is subject which is likely to have a Material Adverse Effect; (iii) result in the creation of any security interest upon, or any person obtaining any right to acquire, any properties, assets or rights of the Companies (other than the rights of Sub to acquire the Shares pursuant to this Agreement); (ivc) violate or conflict with any Legal Requirements (as defined in Section 2.9 hereof) applicable to Sellers, the Companies Company or any of their respective businesses Subsidiary, except where such violation or propertiesconflict would not have a Material Adverse Effect; or (vd) except for filings under the HSR Act, require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental, administrative or judicial authority, except in connection with or in compliance with the provisions of the H-S-R Act (as defined in Section 5.3 hereof). Except as set forth or referred to above, no authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental administrative or judicial authority is necessary to be which if not obtained or made by the Companies is likely to enable the Companies to continue to conduct their respective businesses and operations and use their respective properties after the Closing in have a manner which is in all material respects consistent with that in which they are presently conductedMaterial Adverse Effect.

Authority, Approvals and Consents. The Companies Neither the Company nor any of its Subsidiaries is in violation of its Organizational Documents, except as would not have a Material Adverse Effect with respect to the corporate power and authority to enter into this Agreement and Company. Except as set forth on SCHEDULE 4.1.5, neither the documents referred to herein (the "Documents") to which they are a party and to perform their obligations hereunder and thereunder. The execution, delivery and or performance (I) by the Sellers of this Agreement and the Documents or any Ancillary Agreement to which they are the Sellers will be a party as of the Closing or (II) by the Company of this Agreement, the Amended and Restated License Agreement or the Cartoon Network Amendment, nor the consummation by the Sellers or the Company (as the case may be) of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of the Companies and no other corporate proceedings on the part of the Companies are necessary thereby, does or will constitute, result in or give rise to authorize and approve this Agreement and the Documents and the transactions contemplated hereby and thereby. This Agreement has been, and on the Closing Date the Documents will be, duly executed and delivered by, and constitute valid and binding obligations of, each of the Companies, enforceable against the Companies in accordance with their respective terms. The execution, delivery and performance by each of the Companies and the Stockholders of this Agreement and the Documents to which it or they are a party and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) contravene once the Company Charter Amendment has been filed and is in effect, a breach or default under any provisions provision of the Articles of Incorporation or By-Laws (including any comparable governing instrument with a different name) of any Organizational Documents of the Companies; Company or its Subsidiaries, (ii) a breach, violation or default under (after a) any statute, law, judgment, decree, decision, ruling, injunction or order of any Governmental Authority applicable to the Company or its Subsidiaries or (b) any other Legal Requirement not referred to in the foregoing clause (a) applicable to the Company or its Subsidiaries, (iii) the imposition of any Lien upon any assets of the Company or its Subsidiaries or (iv) a breach or default under or the occurrence of any event which, with the notice or lapse of time or both) conflict with, result in a breach of any provision of, would constitute a default underunder (or the acceleration of the time for performance of any obligation under or the termination, result in cancellation or non-renewal of) any Contracts of the modification Company or cancellation ofits Subsidiaries (or binding on their assets, businesses or give rise to any right of termination or acceleration in respect of, any Company Agreement (as defined in Section 2.15 hereof) orproperties), except as set forth on Schedule 2.4 heretowith respect to clauses (ii)(b), require any consent or waiver of any party to any Company Agreement; (iii) result in the creation of any security interest upon, or any person obtaining any right to acquire, any properties, assets or rights of the Companies (other than the rights of Sub to acquire the Shares pursuant to this Agreement); and (iv) violate or conflict as would not have a Material Adverse Effect with any Legal Requirements (as defined in Section 2.9 hereof) applicable respect to the Companies or any of their respective businesses or properties; or (v) require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental, administrative or judicial authority, except in connection with or in compliance with the provisions of the H-S-R Act (as defined in Section 5.3 hereof)Company. Except as set forth or referred to abovein SCHEDULE 4.1.5 and except for the filing of the Certificate of S Merger and the Company Charter Amendment, in each case with the Delaware Secretary of State and filings in respect of the HSR Act, no authorizationapproval, consent, orderwaiver, permit authorization or approval other order of, or notice toand no declaration, or filing, registration registration, qualification or qualification recording with, any governmental administrative Governmental Authority or judicial authority any Person party to any Contracts of the Company or its Subsidiaries (or binding on their assets, business or properties) is necessary required to be obtained or made by or on behalf of any of the Companies to enable Company or its Subsidiaries in connection with the Companies to continue to conduct their respective businesses execution, delivery or performance of this Agreement and operations and use their respective properties after the consummation of the Closing hereunder in accordance with the terms and conditions thereof, except those where failure to obtain such approval, consent, waiver, authorization or other order, or to make such declaration, filing, registration, qualification or recording would not have a manner which is in all material respects consistent Material Adverse Effect with that in which they are presently conductedrespect to the Company.

Authority, Approvals and Consents. The Companies have Reserve has the full corporate power and authority authority, and X'Xxxxxxx has the ability, to enter into exercise, deliver and perform their obligations under this Agreement and to consummate the documents referred to herein (the "Documents") to which they are a party and to perform their obligations hereunder and thereunderTransaction contemplated hereby. The execution, delivery and performance of this Agreement by X'Xxxxxxx and the Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby have Reserve has been duly authorized and approved by the Board of Directors of each of the Companies and no other all necessary corporate proceedings on the part of the Companies are necessary to authorize and approve this Agreement and the Documents and the transactions contemplated hereby and therebyaction. This Agreement has been, and on the Closing Date the Documents will be, been duly executed and delivered byby Reserve and X'Xxxxxxx and, and constitute subject to the receipt of any necessary consents, constitutes a valid and binding obligations of, each obligation of the CompaniesReserve and X'Xxxxxxx, enforceable against the Companies Reserve and X'Xxxxxxx in accordance with their respective termsits terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally or by the principles governing the availability of equitable remedies. The execution, delivery and performance by each of the Companies and the Stockholders of this Agreement by X'Xxxxxxx and the Documents to which it or they are a party Reserve and the consummation of the transactions Transaction contemplated hereby and thereby do not and will not: (i1) contravene any provisions of the Articles articles of Incorporation incorporation or By-Laws (including any comparable governing instrument with a different name) code of any regulations of the CompaniesReserve; (ii) (after notice or lapse of time or both) conflict with, result in a breach of any provision of, constitute a default under, result in the modification or cancellation of, or give rise to any right of termination or acceleration in respect of, any Company Agreement (as defined in Section 2.15 hereof) or, except as set forth on Schedule 2.4 hereto, require any consent or waiver of any party to any Company Agreement; (iii) result in the creation of any security interest upon, or any person obtaining any right to acquire, any properties, assets or rights of the Companies (other than the rights of Sub to acquire the Shares pursuant to this Agreement); (iv2) violate or conflict with any Legal Requirements (as defined in Section 2.9 hereof) applicable to the Companies X'Xxxxxxx or any of their respective businesses or properties; orto Reserve; (v3) require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental, administrative or judicial authority, except authority other than as required due to the participation of GCFC or the Bank in connection with the Transaction or set forth in compliance with the provisions Schedule 3.04 of the H-S-R Act (as defined in Section 5.3 hereof). Except as set forth DISCLOSURE SCHEDULES; 4) Violate any Material Agreement that X'Xxxxxxx or referred to above, no authorization, consent, order, permit or approval of, or notice Reserve is a party to, or filing, registration or qualification with, subject to the receipt of any governmental administrative or judicial authority is necessary to be obtained or made by the Companies to enable the Companies to continue to conduct their respective businesses and operations and use their respective properties after the Closing in a manner which is in all material respects consistent with that in which they are presently conductedconsents; or 5) Create an Encumbrance on any of Reserve's assets.

Authority, Approvals and Consents. The Companies have Except as set forth on Schedule N hereto, Seller has the corporate power and authority to enter into this Agreement and the documents referred to herein (the "Documents") to which they are a party and to perform their obligations hereunder and thereunderhereunder. The execution, delivery and performance of this Agreement and the Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized and validly approved by the Board of Directors of each of the Companies Seller and by their respective stockholders and no other corporate or other proceedings on the part of the Companies Seller are necessary to authorize and approve this Agreement and the Documents transactions contemplated hereby. Seller hereby expressly represents that they have fully and properly complied with all aspects of applicable New Jersey corporate law in entering into this Agreement and for consummating the transactions contemplated hereby and therebyhereunder. This Agreement has been, and on the Closing Date the Documents will be, been duly executed and delivered by, and constitute constitutes a valid and binding obligations of, each obligation of the CompaniesSeller, enforceable against the Companies Seller in accordance with their respective its terms. The execution, delivery and performance by each of the Companies and the Stockholders of this Agreement and the Documents to which it or they are a party by Seller and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) contravene any provisions of the Certificate or Articles of Incorporation or Formation or By-Laws (including any comparable governing instrument with a different name) or other organizational documents of any of the CompaniesSeller; (ii) (after notice or lapse of time or both) conflict with, result in a breach of any provision provisions of, constitute a default under, result in the modification or cancellation of, or give rise to any right of termination or acceleration in respect of, of any Company Agreement (as defined in Section 2.15 hereofhereinbelow) or, except as set forth on Schedule 2.4 N hereto, require any consent or waiver of any party to any Company Agreement;. (iii) result in the creation of any security interest Security Interest upon, or any person obtaining any right rights to acquire, any properties, assets or rights of the Companies (other than the rights of Sub to acquire the Shares pursuant to this Agreement)Assets; (iv) violate or conflict with any Legal Requirements (as defined in Section 2.9 hereofhereinbelow) applicable to the Companies Business or any of their respective businesses or propertiesthe Assets; or (v) require any authorization, consent, order, permit, or approval of, or notice to, or filing, registration or qualification with, any governmental, administrative or judicial authority (except for state or federal environmental regulatory agency requirements and those set forth on Schedule N hereto). Except as set forth or referred to above on Schedule N hereto, no authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental, administrative or judicial authority is necessary to be obtained or made by Seller to enable Purchaser to continue to conduct the Business and use the Assets after the Closing in a manner which is in all material respects consistent with that in which the Business is presently conducted and as the Assets are currently utilized. Furthermore, no authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental, administrative or judicial authority, except in connection with creditor or in compliance with the provisions of the H-S-R Act (as defined in Section 5.3 hereof). Except as set forth or referred to above, no authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental administrative or judicial authority other party is necessary to be obtained or made has not been obtained by Seller prior to Closing to effectively convey to Purchaser good, clear and marketable title to the Companies Assets, free of any and all claims of any party with respect thereto (except as set forth in Section 4.4 hereinbelow and provided in Schedule____). Seller does hereby expressly disclaim any representation or warranty as such may relate to enable the Companies to continue to conduct their respective businesses and operations and use their respective properties after the Closing in a manner which is in all material respects consistent compliance with that in which they are presently conductedstate or Federal securities laws.

Authority, Approvals and Consents. The Companies have Sequana has the corporate power and authority to enter into execute, deliver and perform this Agreement Agreement, the Sequana License Agreement, the Sequana Services Agreement, and the documents referred to herein Warrant Agreement (collectively, the "DocumentsOther Sequana Agreements") to which they are a party and to perform their obligations consummate the transactions contemplated hereunder and thereunder. The execution, delivery and performance of this Agreement and the Documents to which they are a party Other Sequana Agreements and the consummation of the transactions contemplated hereby and *** CONFIDENTIAL TREATMENT GRANTED 22 thereby have been duly authorized and approved by the Board of Directors of each of the Companies Sequana and no other corporate proceedings on the part of the Companies Sequana are necessary to authorize and approve this Agreement and the Documents Other Sequana Agreements and the transactions contemplated hereby and thereby. This Agreement has been, and on the Closing Date the Documents will be, Other Sequana Agreements have been duly executed and delivered byby Sequana. Assuming due authorization, execution and delivery by the other parties hereto and thereto, this Agreement and the Other Sequana Agreements constitute valid and binding obligations of, each of the CompaniesSequana, enforceable against the Companies Sequana in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally or by the principles governing the availability of equitable remedies. The execution, delivery and performance by each of the Companies and the Stockholders of this Agreement and the Documents to which it or they are a party Other Sequana Agreements and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) contravene any provisions of the Articles Certificate of Incorporation or the By-Laws (including any comparable governing instrument with a different name) of any of the CompaniesSequana; (ii) to the knowledge of Sequana, (after with or without notice or lapse of time or both) conflict with, result in a breach of any provision of, or constitute a default under(or an event which, result in the modification with or cancellation ofwithout notice or lapse of time or both, would constitute a default) under any contract, agreement, or give rise to any right of termination loan or acceleration in respect ofcredit agreement, any Company Agreement (as defined in Section 2.15 hereof) ornote, except as set forth on Schedule 2.4 heretobond, require any consent mortgage, indenture, lease or waiver other agreement, of any party kind to which Sequana or any Company Agreement;of its properties or assets is subject; or (iii) result in the creation of any security interest upon, or any person obtaining any right to acquire, any properties, assets or rights of the Companies (other than the rights of Sub to acquire the Shares pursuant to this Agreement); (iv) violate or conflict with any Legal Requirements (as defined in Section 2.9 hereof) statutes, ordinances, laws, codes, rules, regulations, decrees, judgments or injunctions applicable to the Companies Sequana or any of their respective businesses its properties or properties; or assets, except in the cases of clauses (vii) and (iii) for such violations or conflicts which in the aggregate would not have a material adverse effect (A) on Sequana or (B) on the ability of Sequana to perform its obligations hereunder or thereunder. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification filing with, any governmentalthird party, administrative or judicial authorityincluding, except in connection with or in compliance with the provisions of the H-S-R Act (as defined in Section 5.3 hereof). Except as set forth or referred to above, no authorization, consent, order, permit or approval of, or notice but not limited to, or filing, registration or qualification with, any governmental administrative or judicial regulatory authority is necessary other than filings pursuant to be obtained or made by the Companies to enable the Companies to continue to conduct their respective businesses and operations and use their respective properties after the Closing in a manner which is in all material respects consistent with that in which they are presently conductedExchange Act.

Authority, Approvals and Consents. The Companies have UAG has the corporate power and authority to enter into this Agreement and the documents referred to herein (the "Documents") Documents to which they are it is a party and to perform their its obligations hereunder and thereunder. The At the time of the Closing, the execution, delivery and performance of this Agreement and the Documents to which they are it is a party and the consummation of the transactions contemplated hereby and thereby will have been duly authorized and approved by the Board of Directors of each of the Companies UAG and no other corporate proceedings on the part of the Companies are UAG will be necessary to authorize and approve this Agreement and the Documents and the transactions contemplated hereby and thereby. This Agreement has been, and on the Closing Date the Documents will be, duly executed and delivered by, and constitute a valid and binding obligations obligation of, each of the CompaniesUAG, enforceable against the Companies UAG in accordance with their respective terms. The Except as set forth on Schedule 4.5 hereto, the execution, delivery and performance by each of the Companies and the Stockholders UAG of this Agreement and the Documents to which it or they are is a party and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) contravene any provisions of the Articles Certificate of Incorporation or By-Laws (including any comparable governing instrument with a different name) ByLaws of any of the CompaniesUAG; (ii) (after notice or lapse of time or both) conflict with, result in a breach of any provision of, constitute a default under, result in the modification or cancellation of, or give rise to any right of termination or acceleration in respect of, any Company UAG Agreement (as defined in Section 2.15 hereofbelow) or, except as set forth on Schedule 2.4 hereto, or require any consent or waiver of any party to any Company UAG Agreement; (iii) result in the creation of any security interest upon, or any person obtaining any right to acquire, any properties, assets or rights of the Companies (other than the rights of Sub to acquire the Shares pursuant to this Agreement)UAG; (iv) violate or conflict with any Legal Requirements (as defined in Section 2.9 hereof) applicable to the Companies UAG or any of their its respective businesses or propertiesproperties that would or could reasonably be expected to have a Material Adverse Effect on UAG and the UAG Subsidiaries, taken as a whole; or (v) require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental, administrative or judicial authority, except in connection with or in compliance with the provisions of the H-S-R Act (as defined in Section 5.3 hereof)Act. Except as set forth or referred to above, no authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental administrative or judicial authority is necessary to be obtained or made by the Companies UAG to enable the Companies UAG to continue to conduct their respective businesses its business and operations and use their respective its properties after the Closing in a manner which is in all material respects consistent with that in which they are presently conducted.

Authority, Approvals and Consents. The Companies have UAG has the corporate power and authority to enter into this Agreement and the documents referred to herein (the "Documents") Documents to which they are it is a party and to perform their its obligations hereunder and thereunder. The At the time of the Closing, the execution, delivery and performance of this Agreement and the Documents to which they are it is a party and the consummation of the transactions contemplated hereby and thereby will have been duly authorized and approved by the Board of Directors of each of the Companies UAG and no other corporate proceedings on the part of the Companies are UAG will be necessary to authorize and approve this Agreement and the Documents and the transactions contemplated hereby and thereby. This Agreement has been, and on the Closing Date the Documents will be, duly executed and delivered by, and constitute a valid and binding obligations obligation of, each of the CompaniesUAG, enforceable against the Companies UAG in accordance with their respective terms. The Except as set forth on Schedule 4.4 hereto, the execution, delivery and performance by each of the Companies and the Stockholders UAG of this Agreement and the Documents to which it or they are is a party and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) contravene any provisions of the Articles Certificate of Incorporation or By-Laws (including any comparable governing instrument with a different name) Bylaws of any of the CompaniesUAG; (ii) (after notice or lapse of time or both) conflict with, result in a breach of any provision of, constitute a default under, result in the modification or cancellation of, or give rise to any right of termination or acceleration in respect of, any Company UAG Agreement (as defined in Section 2.15 hereof) or, except as set forth on Schedule 2.4 hereto, or require any consent or waiver of any party to any Company UAG Agreement; (iii) result in the creation of any security interest upon, or any person obtaining any right to acquire, any properties, assets or rights of the Companies (other than the rights of Sub to acquire the Shares pursuant to this Agreement)UAG; (iv) violate or conflict with any Legal Requirements (as defined in Section 2.9 hereof) applicable to the Companies UAG or any of their its respective businesses or propertiesproperties that would or could reasonably be expected to have a Material Adverse Effect on UAG, taken as a whole; or (v) require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental, administrative or judicial authority, except in connection with or in compliance with the provisions of the H-S-R Act (as defined in Section 5.3 hereof)Act. Except as set forth or referred to above, no authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental administrative or judicial authority is necessary to be obtained or made by the Companies UAG to enable the Companies UAG to continue to conduct their respective businesses its business and operations and use their respective its properties after the Closing in a manner which is in all material respects consistent with that in which they are presently conducted.

Authority, Approvals and Consents. The Companies have UAG has the corporate power and authority to enter into this Agreement and the documents referred to herein (the "Documents") Documents to which they are it is a party and to perform their its obligations hereunder and thereunder. The At the time of the Closing, the execution, delivery and performance of this Agreement and the Documents to which they are it is a party and the consummation of the transactions contemplated hereby and thereby will have been duly authorized and approved by the Board of Directors of each of the Companies UAG and no other corporate proceedings on the part of the Companies are UAG will be necessary to authorize and approve this Agreement and the Documents and the transactions contemplated hereby and thereby. This Agreement has been, and on the Closing Date the Documents will be, duly executed and delivered by, and constitute a valid and binding obligations obligation of, each of the CompaniesUAG, enforceable against the Companies UAG in accordance with their respective terms. The Except as set forth on Schedule 4.5 hereto, the execution, delivery and performance by each of the Companies and the Stockholders UAG of this Agreement and the Documents to which it or they are is a party and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) contravene any provisions of the Articles Certificate of Incorporation or By-Laws (including any comparable governing instrument with a different name) of any of the CompaniesUAG; (ii) (after notice or lapse of time or both) conflict with, result in a breach of any provision of, constitute a default under, result in the modification or cancellation of, or give rise to any right of termination or acceleration in respect of, any Company UAG Agreement (as defined in Section 2.15 hereofbelow) or, except as set forth on Schedule 2.4 hereto, or require any consent or waiver of any party to any Company UAG Agreement; (iii) result in the creation of any security interest upon, or any person obtaining any right to acquire, any properties, assets or rights of the Companies (other than the rights of Sub to acquire the Shares pursuant to this Agreement)UAG; (iv) violate or conflict with any Legal Requirements (as defined in Section 2.9 hereof) applicable to the Companies UAG or any of their its respective businesses or propertiesproperties that would or could reasonably be expected to have a Material Adverse Effect on UAG and the UAG Subsidiaries, taken as a whole; or (v) require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental, administrative or judicial authority, except in connection with or in compliance with the provisions of the H-S-R Act (as defined in Section 5.3 hereof)Act. Except as set forth or referred to above, no authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental administrative or judicial authority is necessary to be obtained or made by the Companies UAG to enable the Companies UAG to continue to conduct their respective businesses its business and operations and use their respective its properties after the Closing in a manner which is in all material respects consistent with that in which they are presently conducted.

Authority, Approvals and Consents. The Companies Such Seller is not in violation of its Organizational Documents, except as would not have a Material Adverse Effect with respect to the corporate power Company. Neither the execution and authority to enter into this Agreement and the documents referred to herein (the "Documents") to which they are a party and to perform their obligations hereunder and thereunder. The execution, delivery and performance by such Seller of this Agreement and the Documents or any Ancillary Agreement to which they are such Seller will be a party and as of the Closing, nor the consummation by such Seller of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of the Companies and no other corporate proceedings on the part of the Companies are necessary to authorize and approve this Agreement and the Documents and the transactions contemplated hereby and or thereby. This Agreement has been, and on the Closing Date the Documents does or will be, duly executed and delivered by, and constitute valid and binding obligations of, each of the Companies, enforceable against the Companies in accordance with their respective terms. The execution, delivery and performance by each of the Companies and the Stockholders of this Agreement and the Documents to which it or they are a party and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) contravene conflict with or result in any provisions breach of any provision of the Articles Organizational Documents of Incorporation or By-Laws (including any comparable governing instrument with a different name) of any of the Companies; such Seller, (ii) except as set forth on SCHEDULE 4.2.3, require any consent, approval or notice of or with any Governmental Authority or conflict with or result in any violation or breach of, or constitute (after with or without notice or lapse of time or both) conflict with, result in a breach of any provision of, constitute a default under, result in the modification or cancellation of, (or give rise to any right of termination termination, cancellation, non-renewal or acceleration in respect ofacceleration) under, any Company Agreement (as defined in Section 2.15 hereof) orterms, except as set forth on Schedule 2.4 hereto, require any consent conditions or waiver provisions of any party to Contracts of such Seller or by which it or any Company Agreement; portion of its business, properties or assets may be bound or (iii) result violate (a) any statute, law, judgment, decree, decision, ruling, injunction or order of any Governmental Authority applicable to such Seller or (b) any other Legal Requirement not referred to in the creation of any security interest upon, or any person obtaining any right to acquire, any properties, assets or rights of the Companies foregoing clause (other than the rights of Sub to acquire the Shares pursuant to this Agreement); (iv) violate or conflict with any Legal Requirements (as defined in Section 2.9 hereofa) applicable to such Seller; PROVIDED that no representation or warranty is made in the Companies or any of their respective businesses or properties; or foregoing clauses (vii) require any authorizationand (iii)(b) with respect to matters that would not, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental, administrative or judicial authority, except in connection with individually or in compliance the aggregate, have a Material Adverse Effect with respect to the provisions of Company or that would not reasonably be expected to materially adversely affect the H-S-R Act (as defined in Section 5.3 hereof)transactions contemplated hereby. Except as set forth or referred to abovefor the aforesaid authorizations and approvals, no authorization, consent, order, permit authorizations or approval of, approvals are required of such Seller's board of directors (or notice to, similar body) with respect to this Agreement or filing, registration or qualification with, any governmental administrative or judicial authority is necessary to be obtained or made by the Companies to enable the Companies to continue to conduct their respective businesses and operations and use their respective properties after the Closing in a manner which is in all material respects consistent with that in which they are presently conductedtransactions contemplated hereby.

Authority, Approvals and Consents. The Companies None of Parent or any of its Subsidiaries is in violation of its Organizational Documents, except as would not have a Material Adverse Effect with respect to Parent. Except as set forth on SCHEDULE 5.1.5(A), neither the corporate power and authority to enter into this Agreement and the documents referred to herein (the "Documents") to which they are a party and to perform their obligations hereunder and thereunder. The execution, delivery and or performance of this Agreement and or the Documents Ancillary Agreements to which they are any Parent Entity will be a party and as of the Closing, nor the consummation by the Parent Entities of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of the Companies and no other corporate proceedings on the part of the Companies are necessary thereby, does or will constitute, result in or give rise to authorize and approve this Agreement and the Documents and the transactions contemplated hereby and thereby. This Agreement has been, and on the Closing Date the Documents will be, duly executed and delivered by, and constitute valid and binding obligations of, each of the Companies, enforceable against the Companies in accordance with their respective terms. The execution, delivery and performance by each of the Companies and the Stockholders of this Agreement and the Documents to which it or they are a party and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) contravene a breach or default under any provisions provision of the Articles Organizational Documents of Incorporation Parent or By-Laws (including any comparable governing instrument with a different name) of any of the Companies; its Subsidiaries, (ii) a breach, violation or default under (after a) any 63 statute, law, judgment, decree, decision, ruling, injunction or order of any Governmental Authority applicable to Parent or its Subsidiaries or (b) any other Legal Requirement not referred to in the foregoing clause (a) applicable to such Parent or its Subsidiaries, (iii) the imposition of any Lien upon any assets of Parent or its Subsidiaries or (iv) a breach or default under or the occurrence of any event which, with notice or lapse of time or both) conflict with, result in a breach of any provision of, would constitute a default underunder (or the acceleration of the time for performance of any obligation under or the termination, result in the modification cancellation or cancellation non-renewal of) any Contracts of Parent or its Subsidiaries (or binding on their assets, businesses or give rise to any right of termination or acceleration in respect of, any Company Agreement (as defined in Section 2.15 hereof) orproperties), except as set forth on Schedule 2.4 heretowith respect to clauses (ii)(b), require any consent or waiver of any party to any Company Agreement; (iii) result in the creation of any security interest upon, or any person obtaining any right to acquire, any properties, assets or rights of the Companies (other than the rights of Sub to acquire the Shares pursuant to this Agreement); and (iv) violate or conflict as would not have a Material Adverse Effect with any Legal Requirements (as defined in Section 2.9 hereof) applicable respect to the Companies or any of their respective businesses or properties; or (v) require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental, administrative or judicial authority, except in connection with or in compliance with the provisions of the H-S-R Act (as defined in Section 5.3 hereof)Parent. Except as set forth or referred to abovein SCHEDULE 5.1.5(B) and except for the filing of the P Merger Agreement and the Certificate of S Merger, in each case with the Delaware Secretary of State and filings required in connection with the HSR Act, no authorizationapproval, consent, orderwaiver, permit authorization or approval ofother order of and no declaration, or notice to, or filing, registration registration, qualification or qualification recording with, any governmental administrative Governmental Authority or judicial authority any Person party to any Contracts of Parent or its Subsidiaries (or binding on their assets, business or properties) is necessary required to be obtained or made by or on behalf of any of Parent or its Subsidiaries in connection with the Companies to enable execution, delivery or performance of this Agreement by them and the Companies to continue to conduct their respective businesses and operations and use their respective properties after consummation by them of the Closing hereunder in accordance with the terms and conditions thereof, except those where failure to obtain such approval, consent, waiver, authorization or other order, or to make such declaration, filing, registration, qualification or recording would not have a manner which is in all material respects consistent Material Adverse Effect with that in which they are presently conductedrespect to Parent.