Common use of Authority; Enforceability; Noncontravention Clause in Contracts

Authority; Enforceability; Noncontravention. Parent and Sub have all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Parent and Sub. This Agreement has been duly executed and delivered by and, assuming this Agreement constitutes the valid and binding agreement of the Company, constitutes a valid and binding obligation of each of Parent and Sub, enforceable against such party in accordance with its terms, except that the enforceability hereof may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not (i) violate any of the provisions of the charter documents of Parent, or the Certificate of Incorporation or By-laws of Sub, (ii) subject to the governmental filings and other matters referred to in the following sentence, conflict with, result in a breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit under, or require the consent of any person under, any indenture, or other agreement, permit, concession, franchise, license or similar instrument or undertaking to which Parent or any of its subsidiaries is a party or by which Parent or any of its subsidiaries or any of their assets is bound or affected, or (iii) subject to the governmental filings and other matters referred to in the following sentence, contravene any law, rule or regulation of any state or of the United States or any political subdivision thereof or therein, or any order, writ, judgment, injunction, decree, determination or award currently in effect, which, in the case of clauses (ii) and (iii) above, singly or in the aggregate, would have a material adverse effect on the business, financial condition or results of operations of Parent and Sub taken as a whole or prevent consummation of the transactions contemplated hereby. No consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity which has not been received or made is required by or with respect to Parent or Sub in connection with the execution and delivery of this Agreement by Parent or Sub or the consummation by Parent or Sub, as the case may be, of any of the transactions contemplated by this Agreement, except for (i) the requirements or the Exchange Act, (ii) the filing of the certificate of merger with the Delaware Secretary of State and appropriate

Authority; Enforceability; Noncontravention. Parent and Sub have all The Company has the requisite corporate power and authority to enter into this Agreement and and, subject to the adoption of this Agreement by its stockholders as set forth in subsection 6.1(a) with respect to the consummation of the Merger, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Parent and Sub the Company and the consummation by Parent and Sub the Company of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action on the part of Parent and Subthe Company, subject to the adoption of this Agreement by its stockholders as set forth in subsection 6.1(a). This Agreement has been duly executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding agreement of the CompanyParent and Sub, constitutes a valid and binding obligation of each of Parent and Subthe Company, enforceable against such party the Company in accordance with its terms, terms except that the enforceability hereof may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The Except as disclosed in Section 3.1(d) of the Disclosure Schedule, the execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement hereof will not not, (i) violate any of the provisions of the charter documents of Parent, or the Certificate of Incorporation Restated Charter or By-laws of Subthe Company, (ii) subject to the governmental filings and other matters referred to in the following sentence, conflict with, result in a breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit under, or require the consent of any person under, any indenture, indenture or other agreement, permit, concession, franchise, license or similar instrument or undertaking to which Parent or any of its subsidiaries the Company is a party or by which Parent the Company or any of its subsidiaries or any of their assets is bound or affected, or (iii) subject to the governmental filings and other matters referred to in the following sentence, contravene any law, rule or regulation of any state or of the United States or any political subdivision thereof or therein, or any order, writ, judgment, injunction, decree, determination or award currently in effect, which, in the case of clauses (ii) and (iii) above, singly or in the aggregate, would have a material adverse effect on the business, financial condition or results of operations of Parent and Sub taken as a whole or prevent consummation of the transactions contemplated hereby. No consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity which has not been received or made is required by or with respect to Parent or Sub in connection with the execution and delivery of this Agreement by Parent or Sub or the consummation by Parent or Sub, as the case may be, of any of the transactions contemplated by this Agreement, except for (i) the requirements or the Exchange Act, (ii) the filing of the certificate of merger with the Delaware Secretary of State and appropriateand

Authority; Enforceability; Noncontravention. Parent and Sub have all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Parent and Sub. This Agreement has been duly executed and delivered by and, assuming this Agreement constitutes the valid and binding agreement of the Company, constitutes a valid and binding obligation of each of Parent and Sub, enforceable against such party in accordance with its terms, except that the enforceability hereof may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not (i) violate any of the provisions of the charter documents of Parent, or the Certificate of Incorporation or By-laws Bylaws of Sub, (ii) subject to the governmental filings and other matters referred to in the following sentence, conflict with, result in a breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit under, or require the consent of any person under, any indenture, or other agreement, permit, concession, franchise, license or similar instrument or undertaking to which Parent or any of its subsidiaries is a party or by which Parent or any of its subsidiaries or any of their assets is bound or affected, or (iii) subject to the governmental filings and other matters referred to in the following sentence, contravene any law, rule or regulation of any state or of the United States or any political subdivision thereof or therein, or any order, writ, judgment, injunction, decree, determination or award currently in effect, which, in the case of clauses (ii) and (iii) above, singly or in the aggregate, would have a material adverse effect on the business, financial condition or results of operations of Parent and Sub taken as a whole or prevent consummation of the transactions contemplated hereby. No consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity which has not been received or made is required by or with respect to Parent or Sub in connection with the execution and delivery of this Agreement by Parent or Sub or the consummation by Parent or Sub, as the case may be, of any of the transactions contemplated by this Agreement, except for (i) the requirements or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (ii) the filing of the certificate of merger with the Delaware Secretary of State and appropriateappropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (iii) such other consents, approvals, authorizations, filings or notices as are set forth in Section 3.1(d)(iii) of the Disclosure Schedule and (iv) any applicable filings under state antitakeover laws, or filings, authorizations, consents or approvals the failure to make or obtain which, in the aggregate, would not have a material adverse effect on the business, financial condition or results of operations of Parent and Sub taken as a whole or prevent consummation of the transactions contemplated hereby.

Authority; Enforceability; Noncontravention. Parent and Sub have all The Company has the requisite corporate power and authority to enter into this Agreement and and, subject to the approval of its stockholders, if required, as set forth in Section 7.1(a) with respect to the consummation of the Merger, to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by Parent and Sub the Company and the consummation by Parent and Sub the Company of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action on the part of Parent and Subthe Company, subject to the approval of its stockholders as set forth in Section 7.1(a). This Agreement has been duly executed and delivered by and, assuming this Agreement constitutes the valid Company and binding agreement of the Company, constitutes a valid and binding obligation of each of Parent and Subthe Company, enforceable against such party the Company in accordance with its terms, except that the enforceability hereof may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement hereof will not not, (i) violate any of the provisions of the charter documents of Parent, or the Restated Certificate of Incorporation or By-laws of Subthe Company, (ii) subject to except as otherwise set forth in Section 4.1(d) of the governmental filings Disclosure Schedule and other matters referred to in the following sentence, conflict with, result in a breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit under, or require the consent of any person under, any indenture, or other agreement, permit, concession, franchise, license or similar instrument or undertaking to which Parent or any of its subsidiaries is a party or by which Parent or any of its subsidiaries or any of their assets is bound or affected, or (iii) subject to the governmental filings and other matters referred to in the following sentence, contravene any law, rule or regulation of any state or of the United States or any political subdivision thereof or therein, or any order, writ, judgment, injunction, decree, determination or award currently in effect, or (iii) violate, conflict with or constitute a breach under any contract, agreement, indenture, mortgage, deed of trust, lease or other instrument to which the Company or any of its Subsidiaries is a party or by which any of its assets is bound or subject, which, in the case of clauses (ii) and (iii) above, singly or in the aggregate, would have a material adverse effect on the business, financial condition or results of operations of Parent and Sub taken as a whole Material Adverse Effect or prevent consummation of the transactions contemplated hereby. No consent, approval or authorization of, or declaration or filing with, or notice to, any governmental agency, board, commission, department or regulatory authority, domestic or foreign (a "Governmental Entity Entity"), which has not been received or made made, is required by or with respect to Parent the Company or Sub any Subsidiary in connection with the execution and delivery of this Agreement by Parent or Sub the Company or the consummation by Parent or Sub, as the case may be, of any Company of the transactions contemplated by this Agreementhereby, except for (i) the compliance with any applicable requirements or of the Exchange ActAct and the rules and regulations promulgated thereunder, (ii) state securities or blue sky laws and state takeover, antitrust and compensation law filings and approvals, (iii) compliance with any applicable requirements of The Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), (iv) the filing of the certificate Certificate of merger Merger with the Delaware Secretary of State and appropriateappropriate documents with the relevant authorities of other states in which the Company is qualified to do business, and (v) such other consents, approvals, authorizations, filings or notices as are set forth in Section 4.1(d) of the Disclosure Schedule or as to which the failure to so receive or make would not have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party or subject to, or bound by, any contract, agreement, indenture, mortgage, deed of trust, lease or other instrument which prevents or restricts its power and authority or its ability to grant liens upon or otherwise pledge its assets, to guarantee obligations of third parties or pay dividends on its capital stock, except as set forth in Section 4.1(d) of the Disclosure Schedule.

Authority; Enforceability; Noncontravention. Parent and Sub have all requisite corporate power and authority to enter into this Agreement and to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Parent and Sub. This Agreement has been duly executed and delivered by and, assuming this Agreement constitutes the valid and binding agreement of the Company, constitutes a valid and binding obligation of each of Parent and Sub, enforceable against such party in accordance with its terms, except that the enforceability hereof may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not (i) violate any of the provisions of the charter documents of Parent, or the Certificate of Incorporation or By-laws of Parent or Sub, (ii) subject to the governmental filings and other matters referred to in the following sentence, conflict with, result in a breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit under, or require the consent of any person under, any indenture, or other agreement, permit, concession, franchise, license or similar instrument or undertaking to which Parent or any of its subsidiaries is a party or by which Parent or any of its subsidiaries or any of their assets is bound or affected, or (iii) subject to the governmental filings and other matters referred to in the following sentence, contravene any law, rule or regulation of any state or of the United States or any political subdivision thereof or therein, or any order, writ, judgment, injunction, decree, determination or award currently in effect, or (iii) except for the Parent's existing credit agreement with BankBoston, N.A. (the "Parent Credit Agreement") which, together with the Company Credit Agreement, is to be refinanced with a portion of the proceeds of the Financing as defined below in Section 4.2(d), violate, conflict with or constitute a breach under any contract, agreement, indenture, mortgage, deed of trust, lease or other instrument to which Parent or any of its Subsidiaries is a party or by which any of their assets is bound or subject, which, in the case of clauses (ii) and (iii) above, singly or in the aggregate, would have a material adverse effect on the business, financial condition or results of operations of Parent and Sub taken as a whole or prevent consummation of the transactions contemplated hereby. No consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity which has not been received or made is required by or with respect to Parent or Sub in connection with the execution and delivery of this Agreement by Parent or Sub or the consummation by Parent or Sub, as the case may be, of any of the transactions contemplated by this Agreement, except for (i) the compliance with any applicable requirements or of the Exchange Act and the rules and regulations promulgated thereunder, (ii) state securities or blue sky laws and state takeover, antitrust and competition law filings and approvals, (iii) compliance with any applicable requirements of the HSR Act, (iiiv) the filing of the certificate articles of merger with the Delaware Massachusetts Secretary of State and appropriateappropriate documents with the relevant authorities of other states in which the Company is qualified to do business, and (iii) such other consents, approvals, authorizations, filings or notices as are set forth in Section 4.1(d) of the Disclosure Schedule. Neither Parent nor any of its Subsidiaries is a party or subject to, or bound by, any contract, agreement, indenture, mortgage, deed of trust, lease or other instrument which would prevent or restrict its power and authority or ability to borrow under the "Interim Facility" (as defined below in Section 4.2(d), guarantee obligations of third parties or pay dividends on its capital stock, except for the Parent Credit Agreement and except that pursuant to the Loan Agreement made as of August 6, 1997, as amended, between FFCA Acquisition Corporation and NERC Limited Partnership, a Delaware limited partnership which is a Subsidiary of Parent ("NERC LP"), NERC LP is prohibited from guaranteeing obligations of third parties.

Authority; Enforceability; Noncontravention. Parent and Sub have all The Company has the requisite corporate power and authority to enter into this Agreement and and, subject to the approval of its stockholders as set forth in Section 6.1(a) with respect to the consummation of the Merger, to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by Parent and Sub the Company and the consummation by Parent and Sub the Company of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action on the part of Parent and Subthe Company, subject to the approval of its stockholders as set forth in Section 6.1(a). This Agreement has been duly executed and delivered by and, assuming this Agreement constitutes the valid Company and binding agreement of the Company, constitutes a valid and binding obligation of each of Parent and Subthe Company, enforceable against such party the Company in accordance with its terms, except that the enforceability hereof may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement hereof will not not, (i) violate any of the provisions of the charter documents Restated Articles of Parent, Organization or the Certificate of Incorporation or Restated By-laws of Sub, (ii) subject to the governmental filings and other matters referred to in the following sentence, conflict with, result in a breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit under, or require the consent of any person under, any indenture, or other agreement, permit, concession, franchise, license or similar instrument or undertaking to which Parent or any of its subsidiaries is a party or by which Parent or any of its subsidiaries or any of their assets is bound or affectedCompany, or (iiiii) subject to the governmental filings and other matters referred to in the following sentence, contravene any law, rule or regulation of any state or of the United States or any political subdivision thereof or therein, including any licensing board or agency, or any order, writ, judgment, injunction, decree, determination or award currently in effect, which, in the case of clauses clause (ii) and (iii) above, singly or in the aggregate, would have a material adverse effect on the business, financial condition or results of operations of Parent and Sub taken as a whole Material Adverse Effect or prevent consummation of the transactions contemplated hereby. No consent, approval or authorization of, or declaration or filing with, or notice to, any governmental agency, board or regulatory authority (a "Governmental Entity Entity"), which has not been received or made made, is required by or with respect to Parent the Company or Sub any Subsidiary in connection with the execution and delivery of this Agreement by Parent or Sub the Company or the consummation by Parent or Sub, as the case may be, of any Company of the transactions contemplated by this Agreementhereby, except for (i) the requirements or of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (ii) the filing of the certificate articles of merger with the Delaware Massachusetts Secretary of State and appropriateappropriate documents with the relevant authorities of other states in which the Company is qualified to do business, and (iii) such other consents, approvals, authorizations, filings or notices as are set forth in Section 3.1(d) of the Disclosure Schedule.

Authority; Enforceability; Noncontravention. Parent and Sub (a) Owners have all the requisite corporate power or company power, capacity and legal authority to enter into execute, deliver and perform under this Agreement and to consummate the transactions contemplated by this Agreement. documents and agreements furnished hereunder. (b) The execution and delivery of this Agreement by Parent and Sub and the consummation documents and agreements furnished or caused to be furnished hereunder by Parent Owners, and Sub the performance by Owners of the transactions contemplated by this Agreement herein have been duly authorized by all necessary corporate action on the part of Parent and SubOwners (if such action is necessary as to any Owner because such Owner is an entity). This Agreement has been duly executed and delivered by and, assuming No further action on the part of Owners is or will be necessary to make this Agreement constitutes the and such other documents or agreements valid and binding agreement of the Company, constitutes a valid and binding obligation of on each of Parent them and Sub, enforceable against such party each of them in accordance with its their terms, except that the enforceability hereof as may be subject to limited by any bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to affecting the enforcement of creditors' ’ rights generally or by general principles of equity. (c) Owners’ execution, delivery and that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The execution and delivery of this Agreement do notand the documents contemplated hereby, and the consummation of the transactions contemplated by this Agreement herein and compliance with the provisions of this Agreement therein, do not and will not (as the case may be), with the passing of time or the giving of notice or both: (i) violate result in a violation or breach of any provision of the provisions of the charter documents of Parent, or constitute a default under the Certificate of Incorporation or By-laws Bylaws (or the equivalent thereof) (as amended) of Suba Seller Local Entity or any other of its charter documents, or of any resolution of the stockholders or directors of a Seller Local Entity; (ii) except with respect to obligations which shall be satisfied at the Closing, and subject to the governmental filings and other matters referred obtaining of any consents listed on the schedules to in the following sentenceLocal Purchase Agreements, conflict with, violate or result in a breach breach, acceleration or termination of or default (with or without notice or lapse of timeany provisions, or both) underconstitute a default, under any term or give rise to a right of termination, cancellation or acceleration provision of any obligation stockholders’ agreement, indenture or loss other trust document, loan agreement, promissory note, credit agreement, security agreement, lease, license, deed of a material benefit undertrust, or require the consent of any person underorder, any indenturearbitration award, or contract, lien, instrument, other agreement, permitor to the Knowledge of Owners, concessionany Law, franchise, license or similar instrument or undertaking in either case to which Parent or any of its subsidiaries a Seller Local Entity is a party or by which Parent a Seller Local Entity is otherwise subject or any of its subsidiaries or any of their assets is bound or affected, or bound; and (iii) subject to the governmental filings and violate or conflict with any other matters referred to in the following sentence, contravene any law, rule or regulation restrictions of transfer of any state kind or of the United States or any political subdivision thereof or therein, or any order, writ, judgment, injunction, decree, determination or award currently in effect, which, in the case of clauses (ii) and (iii) above, singly or in the aggregate, would have a material adverse effect on the business, financial condition or results of operations of Parent and Sub taken as a whole or prevent consummation of the transactions contemplated hereby. No consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity which has not been received or made is required by or nature with respect to Parent or Sub the Purchased Assets nor result in connection with the execution and delivery of this Agreement by Parent or Sub or the consummation by Parent or Sub, as the case may be, creation of any of the transactions contemplated by this Agreement, except for (i) the requirements or the Exchange Act, (ii) the filing of the certificate of merger with the Delaware Secretary of State and appropriatelien other than Permitted Liens on any Purchased Assets.

Authority; Enforceability; Noncontravention. Parent and Sub have (a) Each Selling Entity has all requisite corporate necessary power and authority to enter into this Agreement execute and deliver the Transaction Documents to which such Selling Entity is or will be a party and to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated by this Agreementapplicable Transactions. The execution execution, delivery and delivery performance by each Selling Entity of this Agreement by Parent and Sub the Transaction Documents to which such Selling Entity is or will be a party, and the consummation by Parent and Sub it of the transactions contemplated by this Agreement applicable Transactions, have been duly authorized by all necessary corporate action on the part of Parent such Selling Entity and Subno other corporate or similar action on the part of such Selling Entity is necessary to authorize the execution, delivery and performance by such Selling Entity of the Transaction Documents to which such Selling Entity is or will be a party and the consummation by it of the applicable Transactions. This Agreement has been, and each of the other Transaction Documents to which a Selling Entity is or will be a party has been or will be, as applicable, duly executed and delivered by each Selling Entity party thereto and, assuming this Agreement the due authorization, execution and delivery hereof or thereof by the Purchaser or its applicable Affiliate, each Transaction Document constitutes (or upon the valid due authorization, execution and binding agreement of delivery hereof or thereof by the CompanyPurchaser or its applicable Affiliate will constitute) a legal, constitutes a valid and binding obligation of each of Parent and SubSelling Entity party thereto, enforceable against such party Selling Entity in accordance with its terms, except that the such enforceability hereof may be subject to limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and other similar laws now Laws of general application affecting or hereafter in effect relating to the enforcement of creditors' ’ rights generally and that the remedy of specific performance and injunctive and other forms of equitable relief may be is subject to equitable defenses general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and to Equity Exception”). (b) Neither the discretion of the court before which any proceeding therefor may be brought. The execution and delivery by each Selling Entity of this Agreement do notthe Transaction Documents to which such Selling Entity is or will be a party, the consummation by such Selling Entity of the applicable Transactions, nor the performance or compliance by such Selling Entity with the applicable terms or provisions hereof or thereof, will conflict with or violate any provision of the organizational documents of such Selling Entity or any of the Transferred Entities or assuming that the Consents referred to in Section 4.03 are obtained prior to the Closing and the filings referred to in Section 4.03 are made and any waiting periods thereunder have terminated or expired prior to the Closing, and the consummation Consents on Section 4.02(b) of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not (i) Disclosure Letter are obtained, violate any Law or Judgment applicable to such Selling Entity or any of the provisions of the charter documents of ParentPurchased Assets, violate or the Certificate of Incorporation constitute a default or By-laws of Suban event that, (ii) subject to the governmental filings and other matters referred to in the following sentence, conflict with, result in a breach of or default (with or without notice or lapse of time, time or both) , would constitute a default under, any Transferred Contract or any Permit included in the Purchased Assets or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit under, under any Transferred Contract or require any Permit included in the consent Purchased Assets or result in the creation of any person under, any indenture, or Lien (other agreement, permit, concession, franchise, license or similar instrument or undertaking to which Parent or than a Permitted Lien) on any of its subsidiaries is a party or by which Parent or any of its subsidiaries or any of their assets is bound or affectedthe Purchased Assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, contravene any law, rule or regulation of any state or of the United States or any political subdivision thereof or therein, or any order, writ, judgment, injunction, decree, determination or award currently in effect, whichexcept, in the case of clauses the foregoing clause (ii) and (iii) above), singly as would not, individually or in the aggregate, would reasonably be expected to be material to the Business. The Transferred Entities have a not conducted, and do not currently conduct, any material adverse effect on the business, financial condition or results of operations of Parent other than their respective ownership and Sub taken as a whole or prevent consummation leasing of the transactions contemplated hereby. No consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity which has not been received or made is required by or with respect to Parent or Sub in connection with the execution and delivery of this Agreement by Parent or Sub or the consummation by Parent or Sub, as the case may be, of any of the transactions contemplated by this Agreement, except for (i) the requirements or the Exchange Act, (ii) the filing of the certificate of merger with the Delaware Secretary of State and appropriateTransferred Real Property.

Authority; Enforceability; Noncontravention. Parent and Sub (a) Owners have all the requisite corporate power or company power, capacity and legal authority to enter into execute, deliver and perform under this Agreement and to consummate the transactions contemplated by this Agreement. documents and agreements furnished hereunder. (b) The execution and delivery of this Agreement by Parent and Sub and the consummation documents and agreements furnished or caused to be furnished hereunder by Parent Owners, and Sub the performance by Owners of the transactions contemplated by this Agreement herein have been duly authorized by all necessary corporate action on the part of Parent and SubOwners (if such action is necessary as to any Owner because such Owner is an entity). This Agreement has been duly executed and delivered by and, assuming No further action on the part of Owners is or will be necessary to make this Agreement constitutes the and such other documents or agreements valid and binding agreement of the Company, constitutes a valid and binding obligation of on each of Parent them and Sub, enforceable against such party each of them in accordance with its their terms, except that the enforceability hereof as may be subject to limited by any bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to affecting the enforcement of creditors' rights generally or by general principles of equity. (c) Owners' execution, delivery and that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The execution and delivery of this Agreement do notand the documents contemplated hereby, and the consummation of the transactions contemplated by this Agreement herein and compliance with the provisions of this Agreement therein, do not and will not (as the case may be), with the passing of time or the giving of notice or both: (i) violate result in a violation or breach of any provision of the provisions of the charter documents of Parent, or constitute a default under the Certificate of Incorporation or By-laws Bylaws (or the equivalent thereof) (as amended) of Suba Seller Local Entity or any other of its charter documents, or of any resolution of the stockholders or directors of a Seller Local Entity; (ii) except with respect to obligations which shall be satisfied at the Closing, and subject to the governmental filings and other matters referred to in the following sentenceobtaining of any consents listed on Schedule 1.04 hereto, conflict with, violate or result in a breach breach, acceleration or termination of or default (with or without notice or lapse of timeany provisions, or both) underconstitute a default, under any term or give rise to a right of termination, cancellation or acceleration provision of any obligation stockholders' agreement, indenture or loss other trust document, loan agreement, promissory note, credit agreement, security agreement, lease, license, deed of a material benefit undertrust, or require the consent of any person underorder, any indenturearbitration award, or contract, lien, instrument, other agreement, permitor to the Knowledge of Owners, concessionany Law, franchise, license or similar instrument or undertaking in either case to which Parent or any of its subsidiaries a Seller Local Entity is a party or by which Parent a Seller Local Entity is otherwise subject or any of its subsidiaries or any of their assets is bound or affected, or bound; and (iii) subject to the governmental filings and violate or conflict with any other matters referred to in the following sentence, contravene any law, rule or regulation restrictions of transfer of any state kind or of the United States or any political subdivision thereof or therein, or any order, writ, judgment, injunction, decree, determination or award currently in effect, which, in the case of clauses (ii) and (iii) above, singly or in the aggregate, would have a material adverse effect on the business, financial condition or results of operations of Parent and Sub taken as a whole or prevent consummation of the transactions contemplated hereby. No consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity which has not been received or made is required by or nature with respect to Parent or Sub the Purchased Assets nor result in connection with the execution and delivery of this Agreement by Parent or Sub or the consummation by Parent or Sub, as the case may be, creation of any of the transactions contemplated by this Agreement, except for (i) the requirements or the Exchange Act, (ii) the filing of the certificate of merger with the Delaware Secretary of State and appropriatelien other than Permitted Liens on any Purchased Assets.

Authority; Enforceability; Noncontravention. Parent and Sub have all The Company has the requisite corporate power and authority to enter into this Agreement and and, subject to the approval of its stockholders as set forth in subsection 6.1(a) with respect to the consummation of the Merger, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Parent and Sub the Company and the consummation by Parent and Sub the Company of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action on the part of Parent and Subthe Company, subject to the approval of its stockholders as set forth in subsection 6.1(a). This Agreement has been duly executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding agreement of the CompanyParent and Sub, constitutes a valid and binding obligation of each of Parent and Subthe Company, enforceable against such party the Company in accordance with its terms, except that the enforceability hereof may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The Except as disclosed in Section 3.1(d) of the Disclosure Schedule, the execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement hereof will not not, (i) violate any of the provisions of the charter documents of Parent, or the Restated Certificate of Incorporation or By-laws of Subthe Company, (ii) subject to the governmental filings and other matters referred to in the following sentence, conflict with, result in a breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit under, or require the consent of any person under, any indenture, indenture or other agreement, permit, concession, franchise, license or similar instrument or undertaking to which Parent or any of its subsidiaries the Company is a party or by which Parent the Company or any of its subsidiaries or any of their assets is bound or affected, or (iii) subject to the governmental filings and other matters referred to in the following sentence, contravene any law, rule or regulation of any state or of the United States or any political subdivision thereof or therein, or any order, writ, judgment, injunction, decree, determination or award currently in effect, which, in the case of clauses (ii) and (iii) above, singly or in the aggregate, would have a material adverse effect on the business, financial condition or results of operations of Parent and Sub taken as a whole Material Adverse Effect or prevent consummation of the transactions contemplated hereby. No consent, approval or authorization of, or declaration or filing with, or notice to, any governmental agency or regulatory authority (a "Governmental Entity Entity"), which has not been received or made made, is required by or with respect to Parent or Sub the Company in connection with the execution and delivery of this Agreement by Parent or Sub the Company or the consummation by Parent or Sub, as the case may be, of any Company of the transactions contemplated by this Agreementhereby, except for (i) the requirements or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (ii) the filing of the certificate of merger with the Delaware Secretary of State and appropriateappropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (iii) such other consents, approvals, authorizations, filings or notices as are set forth in Section 3.1(d)(iii) of the Disclosure Schedule and (iv) any applicable filings under state antitakeover laws, or filings, authorizations, consents or approvals the failure to make or obtain which, in the aggregate, would not have a Material Adverse Effect or prevent consummation of the transactions contemplated hereby.

Authority; Enforceability; Noncontravention. Parent and Sub have all The Company has the requisite corporate power and authority to enter into this Agreement and to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by Parent and Sub the Company and the consummation by Parent and Sub the Company of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action on the part of Parent and Subthe Company. This Agreement has been duly executed and delivered by and, assuming this Agreement constitutes the valid Company and binding agreement of the Company, constitutes a valid and binding obligation of each of Parent and Subthe Company, enforceable against such party the Company in accordance with its terms, except that the enforceability hereof may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of 5 9 the court before which any proceeding therefor may be brought. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement hereof will not not, (i) violate any of the provisions of the charter documents of Parent, or the Restated Certificate of Incorporation or By-laws Laws of Sub, (ii) subject to the governmental filings and other matters referred to in the following sentence, conflict with, result in a breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit under, or require the consent of any person under, any indenture, or other agreement, permit, concession, franchise, license or similar instrument or undertaking to which Parent or any of its subsidiaries is a party or by which Parent or any of its subsidiaries or any of their assets is bound or affectedCompany, or (iiiii) subject to the governmental filings and other matters referred to in the following sentence, contravene any law, rule or regulation of any state or of the United States or any political subdivision thereof or therein, including any licensing board or agency, or any order, writ, judgment, injunction, decree, determination or award currently in effect, which, in the case of clauses (ii) and (iii) above, which singly or in the aggregate, would have a material adverse effect on the business, financial condition or results of operations of Parent and Sub taken as a whole or prevent consummation of the transactions contemplated herebyMaterial Adverse Effect. No consent, approval or authorization of, or declaration or filing with, or notice to, any governmental agency, board or regulatory authority, domestic or foreign (a "Governmental Entity Entity"), which has not been received or made made, is required by or with respect to Parent the Company or Sub any Subsidiary in connection with the execution and delivery of this Agreement by Parent or Sub the Company or the consummation by Parent or Sub, as the case may be, of any Company of the transactions contemplated by this Agreementhereby, except for (i) compliance with any applicable requirements of the requirements or Securities and Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations promulgated thereunder, (ii) state securities or blue sky laws and state takeover, antitrust and compensation law filings and approvals, (iii) compliance with any applicable requirements of The Hart-Xxxxx-Xxxxxx Xxxitrust Improvement Act of 1976, as amended (the "HSR Act"), (iv) the filing of the a certificate of merger with the Delaware Secretary of State and appropriateappropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (v) the consent of any licensing board or agency governing the sale of alcoholic beverage) and (vi) any required consents of landlords.