Common use of Authority; Binding Agreement Clause in Contracts

Authority; Binding Agreement. (a) The Company hereby represents that this Agreement and the performance by the Company of its obligations hereunder (i) has been duly authorized, executed and delivered by the Company, and is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (ii) does not require the approval of the stockholders of the Company and (iii) does not and will not violate any law, any order of any court or other agency of government, the charter of the Company or the By-laws of the Company, or any stock exchange rule or regulation, or any provision of any indenture, agreement or other instrument to which the Company or any of its properties or assets is or are bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such indenture, agreement or other instrument. (b) Each member of the Gilead Group represents and warrants that this Agreement and the performance by such member of the Gilead Group of its obligations hereunder (i) has been duly authorized, executed and delivered by the Gilead Group and such member, and is a valid and binding obligation of such member, enforceable against such member in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (ii) does not require approval by any owners or holders of any equity interest in any member of the Gilead Group (except as has already been obtained) and (iii) does not and will not violate any law, any order of any court or other agency of government, the charter or other organizational documents of any member of the Gilead Group, as amended, or any provision of any agreement or other instrument to which any member of the Gilead Group or any of its properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such agreement or instrument.

Authority; Binding Agreement. (a) The Company hereby represents that this Agreement and the performance by the Company of its obligations hereunder (i) has been duly authorized, executed and delivered by the Companyit, and is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (ii) does not require the approval of the stockholders shareholders of the Company and (iii) does not and will not violate any law, any order of any court or other agency of government, the charter Articles of Incorporation of the Company Company, as amended and supplemented, or the By-laws of the Company, as amended and restated, or any stock exchange rule or regulation, or any provision of any indenture, agreement or other instrument to which the Company or any of its properties or assets is or are bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such indenture, agreement or other instrument. (b) Each member of the Gilead Group Investors represents and warrants that this Agreement and the performance by such member of the Gilead Group Investor of its obligations hereunder (i) has been duly authorized, executed and delivered by the Gilead Group and such memberInvestor, and is a valid and binding obligation of such memberInvestor, enforceable against such member Investor in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (ii) does not require approval by any owners or holders of any equity interest in any member of the Gilead Group such Investor (except as has already been obtained) and (iii) does not and will not violate any law, any order of any court or other agency of government, the charter or other organizational documents of any member of the Gilead Groupsuch Investor, as amended, or any provision of any agreement or other instrument to which any member of the Gilead Group such Investor or any of its properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such agreement or instrument.

Authority; Binding Agreement. (a) The Company hereby represents and warrants that this Agreement and the performance by the Company of its obligations hereunder (i) has have been duly authorized, executed and delivered by the Companyit, and is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent conveyance or and similar laws relating to or affecting creditors’ rights generally affecting the rights of creditors and subject to general equitable principles (whether considered in a proceeding in equity principlesor at law), in each case now or hereafter in effect, (ii) does do not require the approval of the stockholders of the Company and (iii) does do not and will not violate any law, any order of any court or other agency of government, the charter Certificate of Incorporation or the Bylaws of the Company or the By-laws of the Company, or any stock exchange rule or regulation, or any provision of any indenture, agreement or other instrument to which the Company or any of its properties or assets is or are bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such indenture, agreement or other instrumentinstrument except to the extent with respect to this Section 2.1(a)(iii), such breach, default, lien, charge, restriction, claim, encumbrance or penalty would not have an adverse effect on the ability of the Company to perform its obligations under this Agreement. (b) Each member of the Gilead Group Meruelo Stockholders represents and warrants warrants, jointly and severally, that this Agreement and the performance by such member of the Gilead Group Meruelo Stockholder of its obligations hereunder (i) has have been duly authorized, executed and delivered by the Gilead Group and such memberMeruelo Stockholder, and is a valid and binding obligation of such memberMeruelo Stockholder, enforceable against such member Meruelo Stockholder in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent conveyance or and similar laws relating to or affecting creditors’ rights generally affecting the rights of creditors and subject to general equitable principles (whether considered in a proceeding in equity principlesor at law), in each case now or hereafter in effect, (ii) does do not require approval by any owners or holders of any equity interest in such Meruelo Stockholder or in the case of a Meruelo Stockholder that is a trust or an individual, approval of any member beneficiary thereof or consent of the Gilead Group a spouse, as may be applicable (except as has already been obtained) and (iii) does do not and will not violate any law, any order of any court or other agency of government, the charter or other organizational documents of any member of the Gilead Groupsuch Meruelo Stockholder, as amended, or any provision of any agreement or other instrument to which any member of the Gilead Group such Meruelo Stockholder or any of its properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such agreement or instrumentinstrument except to the extent with respect to this Section 2.1(b)(iii), such breach, default, lien, charge, restriction, claim, encumbrance or penalty would not have an adverse effect on the ability of the Meruelo Stockholders to perform their obligations under this Agreement.

Authority; Binding Agreement. (a) The Company hereby represents that this Agreement and the performance by the Company of its obligations hereunder (i) has been duly authorized, executed and delivered by the Company, and is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (ii) does not require the approval of the stockholders shareholders of the Company and (iii) does not and will not violate any law, any order of any court or other agency of government, the charter of the Company or the By-laws bylaws of the Company, or any stock exchange rule or regulation, or any provision of any indenture, agreement or other instrument to which the Company or any of its properties or assets is or are bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such indenture, agreement or other instrument. (b) Each member of the Gilead Privet Group represents and warrants that this Agreement and the performance by such member of the Gilead Privet Group of its obligations hereunder (i) has been duly authorized, executed and delivered by the Gilead Privet Group and such member, and is a valid and binding obligation of such member, enforceable against such member in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (ii) does not require approval by any owners or holders of any equity interest in any member of the Gilead Privet Group (except as has already been obtained) and (iii) does not and will not violate any law, any order of any court or other agency of government, the charter or other organizational documents of any member of the Gilead Privet Group, as amended, or any provision of any agreement or other instrument to which any member of the Gilead Privet Group or any of its properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such agreement or instrument.

Authority; Binding Agreement. (a) The Company hereby represents and warrants that this Agreement and the performance by the Company of its obligations hereunder (i) has been duly authorized, executed and delivered by the Companyit, and is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent conveyance or and similar laws relating to or affecting creditors’ rights generally affecting the rights of creditors and subject to general equitable principles (whether considered in a proceeding in equity principlesor at law), in each case now or hereafter in effect, (ii) does not require the approval of the stockholders of the Company and (iii) does not and will not violate any law, any order of any court or other agency of government, the charter of the Company or the By-laws of the Company, or any stock exchange rule or regulation, Governing Documents or any provision of any indenture, agreement or other instrument to which the Company or any of its properties or assets is or are bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such indenture, agreement or other instrumentinstrument except to the extent with respect to this Section 2.01(a)(iii), such breach, default, lien, charge, restriction, claim, encumbrance or penalty as would not materially and adversely affect the ability of the Company to perform its obligations under this Agreement. (b) Each member of the Gilead Group Leap Tide Stockholder represents and warrants that this Agreement and the performance by such member of the Gilead Group of its obligations hereunder (i) has been duly authorized, executed and delivered by the Gilead Group and such memberLeap Tide Stockholder, and is a valid and binding obligation of such memberLeap Tide Stockholder, enforceable against such member Leap Tide Stockholder in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent conveyance or and similar laws relating to or affecting creditors’ rights generally affecting the rights of creditors and subject to general equitable principles (whether considered in a proceeding in equity principlesor at law), in each case now or hereafter in effect, (ii) with respect to Leap Tide Capital Management, LLC, does not require approval by any owners or holders of any equity interest in any member of the Gilead Group such Leap Tide Stockholder (except as has already been obtained) and (iii) does not and will not violate any law, any order of any court or other agency of government, the charter or other organizational documents documents, if any, of any member of the Gilead Group, such Leap Tide Stockholder as amended, currently in effect or any provision of any agreement or other instrument to which any member of the Gilead Group such Leap Tide Stockholder or any of its properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such agreement or instrumentinstrument except to the extent with respect to this Section 2.01(b)(iii), such breach, default, lien, charge, restriction, claim, encumbrance or penalty as would not materially and adversely effect on the ability of each such Leap Tide Stockholder to perform its or his obligations under this Agreement.

Authority; Binding Agreement. (a) The Company hereby represents that this Agreement and the performance by the Company of its obligations hereunder (i) has been duly authorized, executed and delivered by the Companyit, and is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (ii) does not require the approval of the stockholders shareholders of the Company and (iii) does not and will not violate any law, any order of any court or other agency of government, the charter Articles of the Company or the By-laws Incorporation of the Company, as amended, or any stock exchange rule or regulationthe New Regulations of the Company, as amended, or any provision of any indenture, agreement or other instrument to which the Company or any of its properties or assets is or are bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such indenture, agreement or other instrument. (b) Each member of the Gilead Group Investors represents and warrants warrants, severally and not jointly, that this Agreement and the performance by such member of the Gilead Group Investor of its obligations hereunder (i) has been duly authorized, executed and delivered by the Gilead Group and such memberInvestor, and is a valid and binding obligation of such memberInvestor, enforceable against such member Investor in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (ii) does not require approval by any owners or holders of any equity interest in any member of the Gilead Group such Investor (except as has already been obtained) and (iii) does not and will not violate any law, any order of any court or other agency of government, the charter or other organizational documents of any member of the Gilead Groupsuch Investor, as amended, or any provision of any agreement or other instrument to which any member of the Gilead Group such Investor or any of its properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such agreement or instrument.

Authority; Binding Agreement. (a) The Company hereby represents that this Agreement and the performance by the Company of its obligations hereunder (i) has been duly authorized, executed and delivered by the Company, and is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (ii) does not require the approval of the stockholders shareholders of the Company and (iii) does not and will not violate any law, any order of any court or other agency of government, the charter certificate of incorporation of the Company or the By-laws bylaws of the Company, or any stock exchange rule or regulation, or any provision of any indenture, agreement or other instrument to which the Company or any of its properties or assets is or are bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such indenture, agreement or other instrument. (b) Each member of the Gilead Group Investors represents and warrants that this Agreement and the performance by such member of the Gilead Group Investor of its obligations hereunder (i) has been duly authorized, executed and delivered by the Gilead Group and such memberInvestor, and is a valid and binding obligation of such memberInvestor, enforceable against such member Investor in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (ii) does not require approval by any owners or holders of any equity interest in any member of the Gilead Group such Investor (except as has already been obtained) and (iii) does not and will not violate any law, any order of any court or other agency of government, the charter or other organizational documents of any member of the Gilead Groupsuch Investor, as amended, or any provision of any agreement or other instrument to which any member of the Gilead Group such Investor or any of its properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such agreement or instrument.

Authority; Binding Agreement. (a) The Company hereby represents that this Agreement and the performance by the Company of its obligations hereunder (i) has been duly authorized, executed and delivered by the Companyit, and is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (ii) does not require the approval of the stockholders shareholders of the Company and (iii) does not and will not violate any law, any order of any court or other agency of government, the charter Memorandum of Association of the Company or the ByAmended and Restated Bye-laws of the Company, as amended, or any stock exchange rule or regulation, or any provision of any indenture, agreement or other instrument to which the Company or any of its properties or assets is or are bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such indenture, agreement or other instrument. (b) Each member of the Gilead Group The Investor represents and warrants that this Agreement and the performance by such member of the Gilead Group Investor of its obligations hereunder (i) has been duly authorized, executed and delivered by the Gilead Group and such memberInvestor, and is a valid and binding obligation of such memberInvestor, enforceable against such member Investor in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (ii) does not require approval by any owners or holders of any equity interest in any member of the Gilead Group Investor (except as has already been obtained) and (iii) does not and will not violate any law, any order of any court or other agency of government, the charter or other organizational documents of any member of the Gilead GroupInvestor, as amended, or any provision of any agreement or other instrument to which any member of the Gilead Group Investor or any of its properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such agreement or instrument.

Authority; Binding Agreement. (a) The Company hereby represents and warrants that this Agreement and the performance by the Company of its obligations hereunder (i) has been duly authorized, executed and delivered by the Companyit, and is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent conveyance or and similar laws relating to or affecting creditors' rights generally affecting the rights of creditors and subject to general equitable principles (whether considered in a proceeding in equity principlesor at law), in each case now or hereafter in effect, (ii) does not require the approval of the stockholders shareholders of the Company and (iii) does not and will not violate any law, any order of any court or other agency of government, the charter Certificate of Incorporation of the Company or the By-laws Bylaws of the CompanyCompany (as amended and restated, or any stock exchange rule or regulation, the "Bylaws") or any provision of any indenture, agreement or other instrument to which the Company or any of its properties or assets is or are bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such indenture, agreement or other instrumentinstrument except to the extent with respect to this Section 2.1(a)(iii), such breach, default, lien, charge, restriction, claim, encumbrance or penalty would not have an adverse effect on the ability of the Company to perform its obligations under this Agreement. (b) Each member of the Gilead Group Clinton Stockholders represents and warrants warrants, severally and not jointly, that this Agreement and the performance by such member of the Gilead Group Clinton Stockholders of its obligations hereunder (i) has been duly authorized, executed and delivered by the Gilead Group and such memberClinton Stockholders, and is a valid and binding obligation of such memberClinton Stockholders, enforceable against such member Clinton Stockholders in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent conveyance or and similar laws relating to or affecting creditors' rights generally affecting the rights of creditors and subject to general equitable principles (whether considered in a proceeding in equity principlesor at law), in each case now or hereafter in effect, (ii) does not require approval by any owners or holders of any equity interest in any member of the Gilead Group such Clinton Stockholders (except as has already been obtained) and (iii) does not and will not violate any law, any order of any court or other agency of government, the charter or other organizational documents of any member of the Gilead Groupsuch Clinton Stockholders, as amended, or any provision of any agreement or other instrument to which any member of the Gilead Group such Clinton Stockholders or any of its properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such agreement or instrumentinstrument except to the extent with respect to this Section 2.1(b)(iii), such breach, default, lien, charge, restriction, claim, encumbrance or penalty would not have an adverse effect on the ability of the Clinton Stockholders to perform their obligations under this Agreement.

Authority; Binding Agreement. (a) The Company hereby represents and warrants that this Agreement and the performance by the Company of its obligations hereunder (i) has been duly authorized, executed and delivered by the Companyit, and is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent conveyance or and similar laws relating to or affecting creditors’ rights generally affecting the rights of creditors and subject to general equitable principles (whether considered in a proceeding in equity principlesor at law), in each case now or hereafter in effect, (ii) does not require the approval of the stockholders shareholders of the Company and (iii) does not and will not violate any law, any order of any court or other agency of government, the charter Articles of Incorporation of the Company as currently in effect or the By-laws bylaws of the Company, or any stock exchange rule or regulation, Company as currently in effect (the “Bylaws”) or any provision of any indenture, agreement or other instrument to which the Company or any of its properties or assets is or are bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such indenture, agreement or other instrumentinstrument except to the extent with respect to this Section 2.01(a)(iii), such breach, default, lien, charge, restriction, claim, encumbrance or penalty would not materially and adversely affect the ability of the Company to perform its obligations under this Agreement. (b) Each member of the Gilead Group Clinton Shareholders represents and warrants that this Agreement and the performance by such member of the Gilead Group of its obligations hereunder (i) has been duly authorized, executed and delivered by the Gilead Group and such memberClinton Shareholder, and is a valid and binding obligation of such memberClinton Shareholder, enforceable against such member Clinton Shareholder in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent conveyance or and similar laws relating to or affecting creditors’ rights generally affecting the rights of creditors and subject to general equitable principles (whether considered in a proceeding in equity principlesor at law), in each case now or hereafter in effect, (ii) does not require approval by any owners or holders of any equity interest in any member of the Gilead Group such Clinton Shareholder (except as has already been obtained) and (iii) does not and will not violate any law, any order of any court or other agency of government, the charter or other organizational documents of any member of the Gilead Group, such Clinton Shareholder as amended, currently in effect or any provision of any agreement or other instrument to which any member of the Gilead Group such Clinton Shareholder or any of its properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such agreement or instrumentinstrument except to the extent with respect to this Section 2.01(b)(iii), such breach, default, lien, charge, restriction, claim, encumbrance or penalty would not materially and adversely affect on the ability of each such Clinton Shareholder to perform its obligations under this Agreement.

Authority; Binding Agreement. (a) The Company hereby represents and warrants that this Agreement and the performance by the Company of its obligations hereunder (i) has been duly authorized, executed and delivered by the Companyit, and is a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as to the extent that the enforcement thereof may be limited by applicable hereof is subject to (A) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar moratorium and other laws generally of general application affecting the rights and remedies of creditors generally and subject to (B) general equity principlesprinciples of equity, (ii) other than in connection with the appointment of the Director Designees (as defined below), the Vice Chairman of the Company’s board of directors (the “Board”) or the Company’s compliance with its other obligations under Section 2.1 herein, does not require the approval of the stockholders shareholders of the Company or the taking of any other corporate action , and (iii) does not and will not violate any law, any order of any court or other agency of government, the charter Articles of the Company or the By-laws Incorporation of the Company, as amended and supplemented (the “Charter”), or the Bylaws of the Company, as amended and restated (the “Bylaws”), or any stock exchange rule or regulation, or any provision of any indenture, agreement or other instrument to which the Company or any of its properties or assets is or are bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such indenture, agreement or other instrument. The Company further represents and warrants that its current Charter and Bylaws are the most recently filed versions thereof available on the SEC’s XXXXX database. (b) Each member of the Gilead Group The Investor represents and warrants that this Agreement and the performance by such member of the Gilead Group Investor of its obligations hereunder (i) has been duly authorized, executed and delivered by the Gilead Group and such memberInvestor, and is a legal, valid and binding obligation of such memberInvestor, enforceable against such member Investor in accordance with its terms, except as to the extent that the enforcement thereof may be limited by applicable hereof is subject to (A) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar moratorium and other laws generally of general application affecting the rights and remedies of creditors generally and subject to (B) general equity principlesprinciples of equity, (ii) does not require approval by any owners or holders of any equity interest in any member of the Gilead Group such Investor (except as has already been obtained) or the taking of any other corporate action and (iii) does not and will not violate any law, any order of any court or other agency of government, the charter or other organizational documents of any member of the Gilead Groupsuch Investor, as amended, or any provision of any agreement or other instrument to which any member of the Gilead Group such Investor or any of its properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such agreement or instrument.

Authority; Binding Agreement. (a) The Company hereby represents that this Agreement and the performance by the Company of its obligations hereunder (i) has been duly authorized, executed and delivered by the Companyit, and is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (ii) does not require the approval of the stockholders shareholders of the Company and (iii) does not and will not violate any law, any order of any court or other agency of government, the charter Articles of Incorporation of the Company Company, as amended, or the Amended and Restated By-laws of the Company, or any stock exchange rule or regulation, or any provision of any indenture, agreement or other instrument to which the Company or any of its properties or assets is or are bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such indenture, agreement or other instrument. (b) Each member of the Gilead Group Investors represents and warrants that this Agreement and the performance by such member of the Gilead Group Investor of its obligations hereunder (i) has been duly authorized, executed and delivered by the Gilead Group and such memberInvestor, and is a valid and binding obligation of such memberInvestor, enforceable against such member Investor in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (ii) does not require approval by any owners or holders of any equity interest in any member of the Gilead Group such Investor (except as has already been obtained) and (iii) does not and will not violate any law, any order of any court or other agency of government, the charter or other organizational documents of any member of the Gilead Groupsuch Investor, as amended, or any provision of any agreement or other instrument to which any member of the Gilead Group such Investor or any of its properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such agreement or instrument.

Authority; Binding Agreement. (a) The Company hereby represents that this Agreement and the performance by the Company of its obligations hereunder (i) has been duly authorized, executed and delivered by the Company, and is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (ii) does not require the approval of the stockholders shareholders of the Company and (iii) does not and will not violate any law, any order of any court or other agency of government, the charter of the Company or the By-laws bylaws of the Company, or any stock exchange rule or regulation, or any provision of any indenture, agreement or other instrument to which the Company or any of its properties or assets is or are bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such indenture, agreement or other instrument. (b) Each member of the Gilead Privet Group represents and warrants that this Agreement and the performance by such member of the Gilead Privet Group of its obligations hereunder (i) has been duly authorized, executed and delivered by the Gilead Privet Group and such member, and is a valid and binding obligation of such member, enforceable against such member in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (ii) does not require approval by any owners or holders of any equity interest in any member of the Gilead Privet Group (except as has already been obtained) and (iii) does not and will not violate any law, any order of any court or other agency of government, the charter or other organizational documents of any member of the Gilead Privet Group, as amended, or any provision of any agreement or other instrument to which any member of the Gilead Privet Group or any of its properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such agreement or instrument.

Authority; Binding Agreement. (a) The Company hereby represents that this Agreement and the performance by the Company of its obligations hereunder (i) has been duly authorized, executed and delivered by the Company, and is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (ii) does not require the approval of the stockholders shareholders of the Company and (iii) does not and will not violate any law, any order of any court or other agency of government, the charter of the Company or the By-laws bylaws of the Company, or any stock exchange rule or regulation, or any provision of any indenture, agreement or other instrument to which the Company or any of its properties or assets is or are bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such indenture, agreement or other instrument. (b) Each member of the Gilead Group Investors represents and warrants that this Agreement and the performance by such member of the Gilead Group Investor of its obligations hereunder (i) has been duly authorized, executed and delivered by the Gilead Group and such memberInvestor, and is a valid and binding obligation of such memberInvestor, enforceable against such member Investor in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (ii) does not require approval by any owners or holders of any equity interest in any member of the Gilead Group such Investor (except as has already been obtained) and (iii) does not and will not violate any law, any order of any court or other agency of government, the charter or other organizational documents of any member of the Gilead Groupsuch Investor, as amended, or any provision of any agreement or other instrument to which any member of the Gilead Group such Investor or any of its properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such agreement or instrument.

Authority; Binding Agreement. (a) The Company hereby represents and warrants that this Agreement and the performance by the Company of its obligations hereunder (i) has been duly authorized, executed and delivered by the Companyit, and is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent conveyance or and similar laws relating to or affecting creditors’ rights generally affecting the rights of creditors and subject to general equitable principles (whether considered in a proceeding in equity principlesor at law), in each case now or hereafter in effect, (ii) does not require the approval of the stockholders of the Company and (iii) does not and will not violate any law, any order of any court or other agency of government, the charter of the Company or the By-laws of the Company, or any stock exchange rule or regulation, Governing Documents or any provision of any indenture, agreement or other instrument to which the Company or any of its properties or assets is or are bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such indenture, agreement or other instrumentinstrument except to the extent with respect to this Section 2.01(a)(iii), such breach, default, lien, charge, restriction, claim, encumbrance or penalty as would not materially and adversely affect the ability of the Company to perform its obligations under this Agreement. (b) Each member of the Gilead Group Leap Tide Stockholder represents and warrants that this Agreement and the performance by such member of the Gilead Group of its obligations hereunder (i) has been duly authorized, executed and delivered by the Gilead Group and such memberLeap Tide Stockholder, and is a valid and binding obligation of such memberLeap Tide Stockholder, enforceable against such member Leap Tide Stockholder in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent conveyance or and similar laws relating to or affecting creditors’ rights generally affecting the rights of creditors and subject to general equitable principles (whether considered in a proceeding in equity principlesor at law), in each case now or hereafter in effect, (ii) with respect to Leap Tide Capital Management, LLC, does not require approval by any owners or holders of any equity interest in any member of the Gilead Group such Leap Tide Stockholder (except as has already been obtained) and (iii) does not and will not violate any law, any order of any court or other agency of government, the charter or other organizational documents documents, if any, of any member of the Gilead Group, such Leap Tide Stockholder as amended, currently in effect or any provision of any agreement or other instrument to which any member of the Gilead Group such Leap Tide Stockholder or any of its properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such agreement or instrument.instrument except to the extent with respect to this Section 2.01(b)(iii), such breach, default, lien, charge,

Authority; Binding Agreement. (a) The Company hereby represents and warrants that this Agreement and the performance by the Company of its obligations hereunder (i) has been duly authorized, executed and delivered by the Companyit, and is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (ii) does not require the approval of the stockholders shareholders of the Company and (iii) does not and will not violate any law, any order of any court or other agency of government, the charter Articles of Incorporation of the Company or the By-laws Amended and Restated Regulations of the Company, or any stock exchange rule or regulation, Company (the “Regulations”) or any provision of any indenture, agreement or other instrument to which the Company or any of its properties or assets is or are bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such indenture, agreement or other instrument. (b) Each member of the Gilead Group Xxxxxxx Investors and the Xxxxxxx Nominees represents and warrants warrants, severally and not jointly, that this Agreement and the performance by such member of the Gilead Group Xxxxxxx Investor or Xxxxxxx Nominee of its or his obligations hereunder (i) has been duly authorized, executed and delivered by the Gilead Group and such memberXxxxxxx Investor or Xxxxxxx Nominee, and is a valid and binding obligation of such memberXxxxxxx Investor or Xxxxxxx Nominee, enforceable against such member Xxxxxxx Investor or Xxxxxxx Nominee in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (ii) does not require approval by any owners or holders of any equity interest in any member of the Gilead Group such Xxxxxxx Investor (except as has already been obtained) and (iii) does not and will not violate any law, any order of any court or other agency of government, the charter or other organizational documents of any member of the Gilead Groupsuch Xxxxxxx Investor, as amended, or any provision of any agreement or other instrument to which any member of the Gilead Group such Xxxxxxx Investor or Xxxxxxx Nominee or any of its or his properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such agreement or instrument.

Authority; Binding Agreement. (a) The Company hereby represents and warrants that this Agreement and the performance by the Company of its obligations hereunder (i) has been duly authorized, executed and delivered by the Companyit, and is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (ii) does not require the approval of the stockholders shareholders of the Company and (iii) does not and will not violate any law, any order of any court or other agency of government, the charter Articles of Incorporation of the Company or the By-laws Amended and Restated Regulations of the Company, or any stock exchange rule or regulation, Company (the “Regulations”) or any provision of any indenture, agreement or other instrument to which the Company or any of its properties or assets is or are bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such indenture, agreement or other instrument. (b) Each member of the Gilead Group Bxxxxxx Investors and the Bxxxxxx Nominees represents and warrants warrants, severally and not jointly, that this Agreement and the performance by such member of the Gilead Group Bxxxxxx Investor or Bxxxxxx Nominee of its or his obligations hereunder (i) has been duly authorized, executed and delivered by the Gilead Group and such memberBxxxxxx Investor or Bxxxxxx Nominee, and is a valid and binding obligation of such memberBxxxxxx Investor or Bxxxxxx Nominee, enforceable against such member Bxxxxxx Investor or Bxxxxxx Nominee in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (ii) does not require approval by any owners or holders of any equity interest in any member of the Gilead Group such Bxxxxxx Investor (except as has already been obtained) and (iii) does not and will not violate any law, any order of any court or other agency of government, the charter or other organizational documents of any member of the Gilead Groupsuch Bxxxxxx Investor, as amended, or any provision of any agreement or other instrument to which any member of the Gilead Group such Bxxxxxx Investor or Bxxxxxx Nominee or any of its or his properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such agreement or instrument.

Authority; Binding Agreement. (a) The Company hereby Intervoice represents and warrants that it has the corporate power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby. Intervoice further represents and warrants that this Agreement and the performance by the Company Intervoice of its obligations hereunder (i) has have been duly authorizedauthorized by the Board and all necessary committees thereof, including, without limitation, the nominating committee, (ii) have been duly executed and delivered by the CompanyIntervoice, and is (iii) are a valid and binding obligation of the CompanyIntervoice, enforceable against the Company Intervoice in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (iiiv) does do not require the approval of the stockholders shareholders of the Company Intervoice, and (iiiv) does do not and will not violate any law, any order of any court or other agency of government, the charter Articles of Incorporation of Intervoice (the Company or “Articles of Incorporation”), the By-laws Third Amended and Restated Bylaws of Intervoice (as amended and restated, the Company, or any stock exchange rule or regulation, “Bylaws”) or any provision of any indenture, agreement or other instrument to which the Company Intervoice or any of its properties or assets is or are bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such indenture, agreement or other instrument. (b) Each member of the Gilead Group Dxxxx Xxxxxxxxxxx represents and warrants on his own behalf that this Agreement and the performance by such member him of the Gilead Group of its his obligations hereunder (i) has have been duly authorized, executed and delivered by the Gilead Group and such memberhim, and is are a valid and binding obligation of such memberhis, enforceable against such member him in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (ii) does do not require approval by any owners or holders of any equity interest other party in any member of the Gilead Group order for him to bound (except as has already been obtained) and (iii) does do not and will not violate any law, any order of any court or other agency of government, the charter or other organizational documents of any member of the Gilead Group, as amended, government or any provision of any agreement or other instrument to which any member of the Gilead Group he or any of its his properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such agreement or instrument.

Authority; Binding Agreement. (a) The Company hereby represents and warrants that this Agreement and the performance by the Company of its obligations hereunder (i) has been duly authorized, executed and delivered by the Companyit, and is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (ii) does not require the approval of the stockholders shareholders of the Company and (iii) does not and will not violate any law, any order of any court or other agency of government, the charter Certificate of Incorporation of the Company or the By-laws Bylaws of the CompanyCompany (as amended and restated, or any stock exchange rule or regulation, the "Bylaws") or any provision of any indenture, agreement or other instrument to which the Company or any of its properties or assets is or are bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such indenture, agreement or other instrument. (b) Each member of the Gilead Group Breeden Investors represents and warrants warrants, severally and not xxxxxxx, that this Agreement and the performance by such member of the Gilead Group Breeden Investor of its obligations hereunder (i) has been duly authorizeddulx xxxxxrized, executed and delivered by the Gilead Group and such memberBreeden Investor, and is a valid and binding obligation of such memberxx xxxh Breeden Investor, enforceable against such member in accordance Breeden Investxx xx xccordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (ii) does not require rxxxxxx approval by any owners or holders of any equity interest in any member of the Gilead Group such Breeden Investor (except as has already been obtained) and (iiiixx) does xxxs not and will not violate any law, any order of any court or other agency of government, the charter or other organizational documents of any member of the Gilead Groupsuch Breeden Investor, as amended, or any provision of any agreement agxxxxxxx or other instrument to which any member of the Gilead Group such Breeden Investor or any of its properties or assets is bound, or xx conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such agreement or instrument.

Authority; Binding Agreement. (a) The Company hereby represents and warrants that this Agreement and the performance by the Company of its obligations hereunder (i) has been duly authorized, executed and delivered by the Companyit, and is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (ii) does not require the approval of the stockholders shareholders of the Company and (iii) does not and will not violate any law, any order of any court or other agency of government, the charter Certificate of Incorporation of the Company or the By-laws Bylaws of the Company, or any stock exchange rule or regulationeach as amended, or any provision of any indenture, agreement or other instrument to which the Company or any of its properties or assets is or are bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such indenture, agreement or other instrument. (b) Each member of the Gilead Group Golconda Parties represents and warrants warrants, severally and not jointly, that this Agreement and the performance by such member of the Gilead Group Golconda Party of its obligations hereunder (i) has been duly authorized, executed and delivered by the Gilead Group and such memberGolconda Party, and is a valid and binding obligation of such memberGolconda Party, enforceable against such member Golconda Party in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (ii) does not require approval by any owners or holders of any equity interest in any member of the Gilead Group such Golconda Party (except as has already been obtained) and (iii) does not and will not violate any law, any order of any court or other agency of government, the charter or other organizational documents of any member of the Gilead Groupsuch Golconda Party, as amended, or any provision of any agreement or other instrument to which any member of the Gilead Group such Golconda Party or any of its properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such agreement or instrument.

Authority; Binding Agreement. (a) The Company hereby represents and warrants that this Agreement and the performance by the Company of its obligations hereunder (i) has been duly authorized, executed and delivered by the Companyit, and is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent conveyance or and similar laws relating to or affecting creditors’ rights generally affecting the rights of creditors and subject to general equitable principles (whether considered in a proceeding in equity principlesor at law), in each case now or hereafter in effect, (ii) does not require the approval of the stockholders shareholders of the Company and (iii) does not and will not violate any law, any order of any court or other agency of government, the charter Certificate of Incorporation of the Company or the By-laws Bylaws of the CompanyCompany (as amended and restated, or any stock exchange rule or regulation, the “Bylaws”) or any provision of any indenture, agreement or other instrument to which the Company or any of its properties or assets is or are bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such indenture, agreement or other instrumentinstrument except to the extent with respect to this Section 2.1(a)(iii), such breach, default, lien, charge, restriction, claim, encumbrance or penalty would not have an adverse effect on the ability of the Company to perform its obligations under this Agreement. (b) Each member of the Gilead Group Clinton Stockholders represents and warrants warrants, severally and not jointly, that this Agreement and the performance by such member of the Gilead Group Clinton Stockholders of its obligations hereunder (i) has been duly authorized, executed and delivered by the Gilead Group and such memberClinton Stockholders, and is a valid and binding obligation of such memberClinton Stockholders, enforceable against such member Clinton Stockholders in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent conveyance or and similar laws relating to or affecting creditors’ rights generally affecting the rights of creditors and subject to general equitable principles (whether considered in a proceeding in equity principlesor at law), in each case now or hereafter in effect, (ii) does not require approval by any owners or holders of any equity interest in any member of the Gilead Group such Clinton Stockholders (except as has already been obtained) and (iii) does not and will not violate any law, any order of any court or other agency of government, the charter or other organizational documents of any member of the Gilead Groupsuch Clinton Stockholders, as amended, or any provision of any agreement or other instrument to which any member of the Gilead Group such Clinton Stockholders or any of its properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such agreement or instrumentinstrument except to the extent with respect to this Section 2.1(b)(iii), such breach, default, lien, charge, restriction, claim, encumbrance or penalty would not have an adverse effect on the ability of the Clinton Stockholders to perform their obligations under this Agreement.

Authority; Binding Agreement. (a) The Company hereby represents and warrants that this Agreement and the performance by the Company of its obligations hereunder (i) has been duly authorized, executed and delivered by the Companyit, and is a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as to the extent that the enforcement thereof may be limited by applicable hereof is subject to (A) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar moratorium and other laws generally of general application affecting the rights and remedies of creditors generally and subject to (B) general equity principlesprinciples of equity, (ii) other than in connection with the appointment of the Director Designees (as defined below), the Vice Chairman of the Company’s board of directors (the “Board”) or the Company’s compliance with its other obligations under Section 2.1 herein, does not require the approval of the stockholders shareholders of the Company or the taking of any other corporate action , and (iii) does not and will not violate any law, any order of any court or other agency of government, the charter Articles of the Company or the By-laws Incorporation of the Company, as amended and supplemented (the “Charter”), or the Bylaws of the Company, as amended and restated (the “Bylaws”), or any stock exchange rule or regulation, or any provision of any indenture, agreement or other instrument to which the Company or any of its properties or assets is or are bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such indenture, agreement or other instrument. . The Company further represents and warrants that its current Charter and Bylaws are the most recently filed versions thereof available on the SEC’s XXXXX database. (b) Each member of the Gilead Group The Investor represents and warrants that this Agreement and the performance by such member of the Gilead Group Investor of its obligations hereunder (i) has been duly authorized, executed and delivered by the Gilead Group and such memberInvestor, and is a legal, valid and binding obligation of such memberInvestor, enforceable against such member Investor in accordance with its terms, except as to the extent that the enforcement thereof may be limited by applicable hereof is subject to (A) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar moratorium and other laws generally of general application affecting the rights and remedies of creditors generally and subject to (B) general equity principlesprinciples of equity, (ii) does not require approval by any owners or holders of any equity interest in any member of the Gilead Group such Investor (except as has already been obtained) or the taking of any other corporate action and (iii) does not and will not violate any law, any order of any court or other agency of government, the charter or other organizational documents of any member of the Gilead Groupsuch Investor, as amended, or any provision of any agreement or other instrument to which any member of the Gilead Group such Investor or any of its properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such agreement or instrument.

Authority; Binding Agreement. (a) The Company hereby represents and warrants that this Agreement and the performance by the Company of its obligations hereunder (i) has have been duly authorized, executed and delivered by the Companyit, and is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent conveyance or and similar laws relating to or affecting creditors’ rights generally affecting the rights of creditors and subject to general equitable principles (whether considered in a proceeding in equity principlesor at law), in each case now or hereafter in effect, (ii) does do not require the approval of the stockholders of Filing - Filing Date: Schedule 13D/A-5 – October 9, 2013 Reporting Persons: Axxx Xxxxxxx Living Trust, Meruelo Investment Partners LLC, and Axxx Xxxxxxx Issuer - Securities: Digital Generation, Inc. - Common Stock the Company and (iii) does do not and will not violate any law, any order of any court or other agency of government, the charter Certificate of Incorporation or the Bylaws of the Company or the By-laws of the Company, or any stock exchange rule or regulation, or any provision of any indenture, agreement or other instrument to which the Company or any of its properties or assets is or are bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such indenture, agreement or other instrumentinstrument except to the extent with respect to this Section 2.1(a)(iii), such breach, default, lien, charge, restriction, claim, encumbrance or penalty would not have an adverse effect on the ability of the Company to perform its obligations under this Agreement. (b) Each member of the Gilead Group Meruelo Stockholders represents and warrants warrants, jointly and severally, that this Agreement and the performance by such member of the Gilead Group Meruelo Stockholder of its obligations hereunder (i) has have been duly authorized, executed and delivered by the Gilead Group and such memberMxxxxxx Xxxxxxxxxxx, and is a valid and binding obligation of such memberMxxxxxx Xxxxxxxxxxx, enforceable against such member Meruelo Stockholder in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent conveyance or and similar laws relating to or affecting creditors’ rights generally affecting the rights of creditors and subject to general equitable principles (whether considered in a proceeding in equity principlesor at law), in each case now or hereafter in effect, (ii) does do not require approval by any owners or holders of any equity interest in such Meruelo Stockholder or in the case of a Meruelo Stockholder that is a trust or an individual, approval of any member beneficiary thereof or consent of the Gilead Group a spouse, as may be applicable (except as has already been obtained) and (iii) does do not and will not violate any law, any order of any court or other agency of government, the charter or other organizational documents of any member of the Gilead Groupsuch Meruelo Stockholder, as amended, or any provision of any agreement or other instrument to which any member of the Gilead Group such Meruelo Stockholder or any of its properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such agreement or instrumentinstrument except to the extent with respect to this Section 2.1(b)(iii), such breach, default, lien, charge, restriction, claim, encumbrance or penalty would not have an adverse effect on the ability of the Meruelo Stockholders to perform their obligations under this Agreement.

Authority; Binding Agreement. (a) The Company hereby represents that this Agreement and the performance by the Company of its obligations hereunder (i) has been duly authorized, executed and delivered by the Companyit, and is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (ii) does not require the approval of the stockholders shareholders of the Company and (iii) does not and will not violate any law, any order of any court or other agency of government, the charter Certificate of the Company or the By-laws Incorporation of the Company, as amended, or the Bylaws of the Company, as amended and restated, or any stock exchange rule or regulation, or any provision of any indenture, agreement or other instrument to which the Company or any of its properties or assets is or are bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such indenture, agreement or other instrument. (b) Each member of the Gilead Group Investors represents and warrants that this Agreement and the performance by such member of the Gilead Group Investor of its obligations hereunder (i) has been duly authorized, executed and delivered by the Gilead Group and such memberInvestor, and is a valid and binding obligation of such memberInvestor, enforceable against such member Investor in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (ii) does not require approval by any owners or holders of any equity interest in any member of the Gilead Group such Investor (except as has already been obtained) and (iii) does not and will not violate any law, any order of any court or other agency of government, the charter or other organizational documents of any member of the Gilead Groupsuch Investor, as amended, or any provision of any agreement or other instrument to which any member of the Gilead Group such Investor or any of its properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such agreement or instrument.

Authority; Binding Agreement. (a) The Company hereby represents and warrants that this Agreement and the performance by the Company of its obligations hereunder (i) has been duly authorized, executed and delivered by the Companyit, and is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (ii) does not require the approval of the stockholders shareholders of the Company and (iii) does not and will not violate any law, any order of any court or other agency of government, the charter Certificate of Incorporation of the Company or the By-laws Bylaws of the CompanyCompany (as amended and restated, or any stock exchange rule or regulation, the “Bylaws”) or any provision of any indenture, agreement or other instrument to which the Company or any of its properties or assets is or are bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such indenture, agreement or other instrument. (b) Each member of the Gilead Group Bxxxxxx Investors represents and warrants warrants, severally and not jointly, that this Agreement and the performance by such member of the Gilead Group Bxxxxxx Investor of its obligations hereunder (i) has been duly authorized, executed and delivered by the Gilead Group and such memberBxxxxxx Investor, and is a valid and binding obligation of such memberBxxxxxx Investor, enforceable against such member Bxxxxxx Investor in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (ii) does not require approval by any owners or holders of any equity interest in any member of the Gilead Group such Bxxxxxx Investor (except as has already been obtained) and (iii) does not and will not violate any law, any order of any court or other agency of government, the charter or other organizational documents of any member of the Gilead Groupsuch Bxxxxxx Investor, as amended, or any provision of any agreement or other instrument to which any member of the Gilead Group such Bxxxxxx Investor or any of its properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such agreement or instrument.