Common use of Authority, Approvals and Consents Clause in Contracts

Authority, Approvals and Consents. Intcomex and the Intcomex Parties have the organizational power and authority to enter into this Agreement and the other Transaction Documents to which they are a party and to perform their 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 Intcomex and the other Intcomex Parties and no other organizational proceedings on the part of Intcomex and the other Intcomex Parties 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 Intcomex and the other Intcomex Parties, and constitutes a valid and binding obligation of Intcomex and the other Intcomex Parties, 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 by Intcomex and the other Intcomex Parties of this Agreement 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:

Authority, Approvals and Consents. Intcomex Each of BPI and the Intcomex Parties have BP Selling Entities has the organizational power and authority to enter into this Agreement and the other Transaction 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, the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the board Board of directors Directors or similar governing body of Intcomex BPI and the other Intcomex Parties BP Selling Entities and no other organizational proceedings on the part of Intcomex and BPI or the other Intcomex Parties 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 Intcomex and the other Intcomex Partiesby, and constitutes a valid and binding obligation of, each of Intcomex BPI and the other Intcomex Parties, 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 by Intcomex and the other Intcomex Parties 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:

Authority, Approvals and Consents. Intcomex and MSK has the Intcomex Parties have the organizational corporate power and authority to enter into execute, deliver and perform this Agreement, the MSK License Agreement, the MSK Services Agreement and the other Transaction Documents to which they are a party Warrant Agreement (collectively, the "Other MSK Agreements") and to perform their obligations consummate the transactions contemplated hereunder and thereunder. The execution, delivery and performance of this Agreement, Agreement and the other Transaction Documents Other MSK Agreements 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 Intcomex and the other Intcomex Parties MSK and no other organizational corporate proceedings on the part of Intcomex and the other Intcomex Parties MSK are necessary to authorize and approve this Agreement, Agreement and the other Transaction Documents Other MSK Agreements and the transactions contemplated hereby and thereby. This Agreement has and the Other MSK Agreements have been duly executed and delivered by Intcomex MSK. Assuming due authorization, execution and delivery by the other parties hereto and thereto, this Agreement and the other Intcomex Parties, and constitutes a Other MSK Agreements constitute valid and binding obligation obligations of Intcomex and the other Intcomex PartiesMSK, enforceable against each of them MSK in accordance with its terms (their 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 Intcomex and the other Intcomex Parties of this Agreement and the other Transaction Documents to which any of them is a party Other MSK Agreements and the consummation of the transactions contemplated hereby and thereby do not and will not:

Authority, Approvals and Consents. Intcomex and Sequana has the Intcomex Parties have the organizational corporate power and authority to enter into execute, deliver and perform this Agreement Agreement, the Sequana License Agreement, the Sequana Services Agreement, and the other Transaction Documents to which they are a party Warrant Agreement (collectively, the "Other Sequana Agreements") and to perform their obligations consummate the transactions contemplated hereunder and thereunder. The execution, delivery and performance of this Agreement, Agreement and the other Transaction Documents 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 Board of directors or similar governing body Directors of Intcomex and the other Intcomex Parties Sequana and no other organizational corporate proceedings on the part of Intcomex and the other Intcomex Parties Sequana are necessary to authorize and approve this Agreement, Agreement and the other Transaction Documents Other Sequana Agreements and the transactions contemplated hereby and thereby. This Agreement has and the Other Sequana Agreements have been duly executed and delivered by Intcomex Sequana. Assuming due authorization, execution and delivery by the other parties hereto and thereto, this Agreement and the other Intcomex Parties, and constitutes a Other Sequana Agreements constitute valid and binding obligation obligations of Intcomex and the other Intcomex PartiesSequana, enforceable against each of them Sequana in accordance with its terms (their 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 Intcomex and the other Intcomex Parties of this Agreement and the other Transaction Documents to which any of them is a party Other Sequana Agreements and the consummation of the transactions contemplated hereby and thereby do not and will not:

Authority, Approvals and Consents. Intcomex and Sequana has the Intcomex Parties have the organizational corporate power and authority to enter into execute, deliver and perform this Agreement Agreement, the Sequana License Agreement, the Sequana Services Agreement, and the other Transaction Documents to which they are a party Warrant Agreement (collectively, the "Other Sequana Agreements") and to perform their obligations consummate the transactions contemplated hereunder and thereunder. The execution, delivery and performance of this Agreement, Agreement and the other Transaction Documents Other Sequana Agreements and the consummation of the transactions contemplated hereby and *** CONFIDENTIAL TREATMENT REQUESTED 22 thereby have been duly authorized and approved by the board Board of directors or similar governing body Directors of Intcomex and the other Intcomex Parties Sequana and no other organizational corporate proceedings on the part of Intcomex and the other Intcomex Parties Sequana are necessary to authorize and approve this Agreement, Agreement and the other Transaction Documents Other Sequana Agreements and the transactions contemplated hereby and thereby. This Agreement has and the Other Sequana Agreements have been duly executed and delivered by Intcomex Sequana. Assuming due authorization, execution and delivery by the other parties hereto and thereto, this Agreement and the other Intcomex Parties, and constitutes a Other Sequana Agreements constitute valid and binding obligation obligations of Intcomex and the other Intcomex PartiesSequana, enforceable against each of them Sequana in accordance with its terms (their 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 Intcomex and the other Intcomex Parties of this Agreement and the other Transaction Documents to which any of them is a party Other Sequana Agreements and the consummation of the transactions contemplated hereby and thereby do not and will not: