Common use of Authority, Approvals and Consents Clause in Contracts

Authority, Approvals and Consents. Each of BPI and the BP Selling Entities has the organizational power and authority to enter into this Agreement and the other Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement, the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors or similar governing body of BPI and the BP Selling Entities and no other organizational proceedings on the part of BPI or the BP Selling Entities are necessary to authorize and approve this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by, and constitutes a valid and binding obligation of, each of BPI and the BP Selling Entities enforceable against each of them 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). The execution, delivery and performance of this Agreement by BPI and the BP Selling Entities and the other Transaction Documents to which any of them is a party and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) contravene any provisions of the certificate of incorporation and bylaws of BPI or the BP Selling Entities (or equivalent documents with different names); (ii) except as set forth in Schedule 3.4(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 Contract set forth on Schedule 3.13(a) or, require any consent or waiver of any third Person to a Contract set forth on Schedule 3.13(a); (iii) result in the creation of any Lien (other than Permitted Liens) upon, or any Person obtaining any right to acquire, the Business Assets or the Purchased Equity Interests; (iv) violate or conflict with any Legal Requirements applicable to BPI, any of the BP Selling Entities, any of the Business Assets or any of the Purchased Equity Interests; or (v) except as set forth in Schedule 3.4(v), require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any Governmental Body or any third Person under any Contract set forth on Schedule 3.13(a). Except as set forth in Schedule 3.4(v), no authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any Governmental Body or any third Person consents is necessary to be obtained or made by BPI or any of the BP Selling Entities to enable Intcomex, Intcomex Colombia, Intcomex Guatemala or other designated Intcomex Affiliates to continue to conduct the Business and use the Business Assets after the Closing in a manner which is in all material respects consistent with that in which the Business is presently conducted and the Business Assets are presently used by the BP Asset Selling Entity and the Purchased Subsidiaries, as applicable.

Authority, Approvals and Consents. Each of BPI and the BP Selling Entities Guarantors has the organizational corporate power and authority to enter into enter, execute, deliver and perform this Agreement and the other Transaction Documents to which it is a party and to perform its obligations hereunder and thereunderAgreement. The execution, delivery and performance of this Agreement, the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby Agreement have been duly authorized and approved by the Executive Committee of the Board of Directors or similar governing body of BPI and the BP Selling Entities each Guarantor and no other organizational corporate proceedings on the part of BPI or the BP Selling Entities either Guarantor are necessary to authorize and approve this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by, by each Guarantor and constitutes a valid and binding obligation ofof such Guarantor, each of BPI and the BP Selling Entities enforceable against each of them such Guarantor 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)terms. The execution, delivery and performance of this Agreement by BPI and the BP Selling Entities and the other Transaction Documents to which any of them is a party and the consummation of the transactions contemplated hereby and thereby each Guarantor do not and will not: (ia) contravene or otherwise violate any provisions of the certificate Certificates of incorporation and bylaws Incorporation or By-laws of BPI or the BP Selling Entities (or equivalent documents with different names)either Guarantor; (iib) except as set forth in Schedule 3.4(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 Contract set forth on Schedule 3.13(a) orcontract, require any consent agreement, commitment, understanding or waiver arrangement of any third Person kind to which either Guarantor is a Contract set forth on Schedule 3.13(a)party except for such conflicts, breaches, defaults, modifications, cancellations or terminations as have not had, and would not be reasonably expected to have, a Guarantor Material Adverse Effect; (iii) result in the creation of any Lien (other than Permitted Liens) upon, or any Person obtaining any right to acquire, the Business Assets or the Purchased Equity Interests; (ivc) violate or conflict with any Legal Requirements constitutions, treaties, statutes, laws, ordinances, codes, rules, regulations, standards, judgments, decrees, writs, rulings, injunctions, orders, decisions, injunctions and other legal requirements of any governmental authority applicable to BPIeither Guarantor, any of the BP Selling Entitiesexcept for such violations or conflicts as have had, any of the Business Assets or any of the Purchased Equity Interestswould be reasonably expected to have, a Guarantor Material Adverse Effect; or (vd) except as set forth in Schedule 3.4(v), require the approval of any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any Governmental Body or any third Person under any Contract set forth on Schedule 3.13(a). Except as set forth in Schedule 3.4(v), no authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any Governmental Body or any third Person consents is necessary governmental authority the absence of which would be reasonably expected to be obtained or made by BPI or any of the BP Selling Entities to enable Intcomex, Intcomex Colombia, Intcomex Guatemala or other designated Intcomex Affiliates to continue to conduct the Business and use the Business Assets after the Closing in have a manner which is in all material respects consistent with that in which the Business is presently conducted and the Business Assets are presently used by the BP Asset Selling Entity and the Purchased Subsidiaries, as applicableGuarantor Material Adverse Effect.

Authority, Approvals and Consents. Each of BPI and the BP Selling Entities Buyer has the organizational power and authority to enter into execute, deliver and perform this Agreement and to consummate the other Transaction Documents to which it is a party and to perform its obligations hereunder and thereundertransactions contemplated hereby. The execution, delivery and performance of this Agreement, the other Transaction Documents Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board board of Directors or similar governing body directors of BPI and the BP Selling Entities Buyer, and no other organizational proceedings on the part of BPI or the BP Selling Entities Buyer are necessary to authorize and approve this Agreement, the other Transaction Documents Agreement and the transactions contemplated hereby and therebyhereby. This Agreement has been duly executed and delivered by, by Buyer and constitutes a valid and binding obligation ofof Buyer, each of BPI and the BP Selling Entities enforceable against each of them Buyer in accordance with its terms (terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or similar laws affecting creditors’ , rights generally or by the principles governing the availability of equitable remedies). The Except as disclosed on Schedule 4.2, the execution, delivery and performance of this Agreement by BPI and the BP Selling Entities and the other Transaction Documents to which any of them is a party Buyer and the consummation of the transactions contemplated hereby and thereby do not and will not: (ia) contravene or otherwise violate any provisions of the certificate Articles of incorporation and bylaws Incorporation or By-Laws of BPI or the BP Selling Entities (or equivalent documents with different names)Buyer; (iib) except as set forth in Schedule 3.4(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 modification, acceleration or cancellation of, or give rise to any right of termination or acceleration in respect of, any Contract set forth on Schedule 3.13(a) orcontract, require any consent agreement, commitment, understanding or waiver arrangement of any third Person kind to which Buyer is a Contract set forth on Schedule 3.13(a)party or to which Buyer is subject; (iii) result in the creation of any Lien (other than Permitted Liens) upon, or any Person obtaining any right to acquire, the Business Assets or the Purchased Equity Interests; (ivc) violate or conflict with any Legal Requirements applicable to BPI, any of the BP Selling Entities, any of the Business Assets Buyer or any of the Purchased Equity Interestsits business or property except for such violations and conflicts as have not had and would not be reasonably expected to have a Buyer Material Adverse Effect; or (vd) except as set forth in Schedule 3.4(v)for filings under the HSR Act, require any authorizationGovernmental Approval, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any Governmental Body or any third Person under any Contract set forth on Schedule 3.13(a). Except as set forth in Schedule 3.4(v), no authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any Governmental Body or any third Person consents is necessary the absence of which would be reasonably expected to be obtained or made by BPI or any of the BP Selling Entities to enable Intcomex, Intcomex Colombia, Intcomex Guatemala or other designated Intcomex Affiliates to continue to conduct the Business and use the Business Assets after the Closing in have a manner which is in all material respects consistent with that in which the Business is presently conducted and the Business Assets are presently used by the BP Asset Selling Entity and the Purchased Subsidiaries, as applicableBuyer Material Adverse Effect.

Authority, Approvals and Consents. Each of BPI The Guarantor represents and the BP Selling Entities warrants that (i) it has the organizational power and authority to enter into into, execute, deliver and perform this Agreement and Agreement, (ii) the other Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement, the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby Agreement have been duly authorized and approved by the Board of Directors or similar governing body of BPI and the BP Selling Entities and no other organizational actions or proceedings on the part of BPI or the BP Selling Entities Guarantor are necessary to authorize and approve this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby. This (iii) this Agreement has been duly executed and delivered by, by the Guarantor and constitutes a valid and binding obligation ofof the Guarantor, each of BPI and the BP Selling Entities enforceable against each of them the Guarantor in accordance with its terms terms, and (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by iv) the principles governing the availability of equitable remedies). The execution, delivery and performance of this Agreement by BPI and the BP Selling Entities and the other Transaction Documents to which any of them is a party and the consummation of the transactions contemplated hereby and thereby Guarantor do not and will not: (ia) contravene or otherwise violate any provisions of the certificate of incorporation and bylaws formation or agreement of BPI or limited partnership of the BP Selling Entities (or equivalent documents with different names)Guarantor; (iib) except as set forth in Schedule 3.4(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 Contract set forth on Schedule 3.13(a) orcontract, require any consent agreement, commitment, understanding or waiver arrangement of any third Person kind to which the Guarantor is a Contract set forth party except for such conflicts, breaches, defaults, modifications, cancellations or terminations as have not had, and would not be reasonably expected to have, a material adverse effect on Schedule 3.13(a)(y) the financial condition of the Guarantor or (z) the Guarantor's ability to perform its obligations hereunder; (iii) result in the creation of any Lien (other than Permitted Liens) upon, or any Person obtaining any right to acquire, the Business Assets or the Purchased Equity Interests; (ivc) violate or conflict with any Legal Requirements statutes, laws, ordinances, codes, rules, regulations, standards, judgments, decrees, writs, rulings, injunctions, orders, decisions and other legal requirements of any governmental authority applicable to BPIthe Guarantor, any except for such violations or conflicts as have not had, or would not be reasonably expected to have, a material adverse effect on (y) the financial condition of the BP Selling Entities, any of Guarantor or (z) the Business Assets or any of the Purchased Equity InterestsGuarantor's ability to perform its obligations hereunder; or (vd) except as set forth in Schedule 3.4(v), require the approval of any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any Governmental Body or any third Person under any Contract set forth governmental authority the absence of which would be reasonably expected to have a material adverse effect on Schedule 3.13(a). Except as set forth in Schedule 3.4(v), no authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any Governmental Body or any third Person consents is necessary to be obtained or made by BPI or any (y) the financial condition of the BP Selling Entities Guarantor or (z) the Guarantor's ability to enable Intcomex, Intcomex Colombia, Intcomex Guatemala or other designated Intcomex Affiliates to continue to conduct the Business and use the Business Assets after the Closing in a manner which is in all material respects consistent with that in which the Business is presently conducted and the Business Assets are presently used by the BP Asset Selling Entity and the Purchased Subsidiaries, as applicableperform its obligations hereunder.