Common use of Authority for Agreement; No Conflict Clause in Contracts

Authority for Agreement; No Conflict. The execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements, and the consummation by the Company of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action. This Agreement has been, and the Ancillary Agreements when executed at the Initial Closing will be, duly executed and delivered by the Company and constitute valid and binding obligations of the Company enforceable in accordance with their respective terms, subject as to enforcement of remedies to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting generally the enforcement of creditors’ rights and subject to a court’s discretionary authority with respect to the granting of a decree ordering specific performance or other equitable remedies. The execution and delivery of this Agreement and the Ancillary Agreements, the consummation of the transactions contemplated hereby and thereby and the compliance with their respective provisions by the Company will not (a) conflict with or violate any provision of the Certificate of Incorporation or By-laws of the Company, (b) require on the part of the Company any filing with, or any permit, order, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (each of the foregoing is hereafter referred to as a “Governmental Entity”) except for any filing, permit, order, authorization, consent or approval, the absence of which would not reasonably be expected to have a material adverse effect on the Company’s business, financial condition or results of operations (a “Company Material Adverse Effect”), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest (as defined below) or other arrangement to which the

Authority for Agreement; No Conflict. (a) The execution, delivery and performance by the Company SCAN Group of its obligations pursuant to this Agreement and the Ancillary AgreementsAgreement, and the consummation by the Company SCAN Group of the transactions contemplated hereby and therebyhereby, have been duly authorized by all necessary corporate action. action on the part of SCAN Group. (b) This Agreement has been, and the Ancillary Agreements when executed at the Initial Closing will be, been duly executed and delivered by SCAN Group and constitutes the Company and constitute valid and binding obligations obligation of the Company SCAN Group enforceable against SCAN Group in accordance with their respective its terms, subject except as to enforcement of remedies to applicable may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws affecting generally the enforcement of creditors’ legal or equitable rights and subject to a court’s discretionary authority with respect to generally (the granting of a decree ordering specific performance or other equitable remedies. “Enforceability Exceptions”). (c) The execution and delivery of this Agreement and the Ancillary Agreements, the consummation performance by SCAN Group of the transactions contemplated hereby and thereby and the compliance with their respective provisions by the Company will not (ai) conflict with or violate any provision of the Certificate Governing Documents of Incorporation SCAN Group or By-laws of the Company, SCAN Companies; (bii) require on conflict with or violate any Law or Order applicable to SCAN Group or the part of the Company any filing with, SCAN Companies; or any permit, order, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (each of the foregoing is hereafter referred to as a “Governmental Entity”) except for any filing, permit, order, authorization, consent or approval, the absence of which would not reasonably be expected to have a material adverse effect on the Company’s business, financial condition or results of operations (a “Company Material Adverse Effect”), (ciii) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any third party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest (as defined below) or other arrangement to which theSCAN Group or any SCAN Company is a party or by which SCAN Group or any SCAN Company is bound or its properties or assets are subject, other than any of the foregoing events listed in this clause (iii) which do not and will not, individually or in the aggregate, (A) have a material adverse effect on the ability of SCAN Group to perform its obligations under this Agreement or have a Material Adverse Effect on the SCAN Business; or (B) result in the imposition of any lien or encumbrance upon any assets of SCAN Group or any SCAN Company. (d) To the Knowledge of SCAN Group, no fact, issue, concern or other matter, either past or present, exists that would materially adversely affect SCAN Group’s ability to obtain any Approval required in connection with the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. Except for any Approvals contemplated by ARTICLE IV, no Action, Approval, Order or filing with any Governmental Entity or any other Person is required by SCAN Group in connection with the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby.

Authority for Agreement; No Conflict. The execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements, and the consummation by the Company of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action. This Agreement has been, and the Ancillary Agreements when executed at the Initial Closing will be, duly executed and delivered by the Company and constitute valid and binding obligations of the Company enforceable in accordance with their respective terms, subject as to enforcement of remedies to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting generally the enforcement of creditors’ rights and subject to a court’s discretionary authority with respect to the granting of a decree ordering specific performance or other equitable remedies. The execution and delivery of this Agreement and the Ancillary Agreements, the consummation of the transactions contemplated hereby and thereby and the compliance with their respective provisions by the Company and the Founders, as applicable, will not (a) conflict with or violate any provision of the Certificate Memorandum of Incorporation Association or By-laws Articles of Association of the Company, (b) require on the part of the Company or the Founders any filing with, or any permit, order, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (each of the foregoing is hereafter referred to as a “Governmental Entity”) except for any filing), permitother than the Schedule of Preferred Terms, order, authorization, consent or approval, registration of the absence sale of which would not reasonably the Shares and registration of the individuals to be expected to have a material adverse effect on nominated by the Purchaser as members of the Company’s business, financial condition or results Board of operations (a “Company Material Adverse Effect”)Directors, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest (as defined below) or other arrangement to which thethe Company or any of the Founders is a party or by which the Company or any of the Founders is bound or to which its assets are subject, (d) result in the imposition of any Security Interest upon any assets of the Company (except as the Company uses the proceeds of the sale of the Shares as contemplated by this Agreement) or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of the Founders or any of its or their properties or assets. For purposes of this Agreement, “Security Interest” means any mortgage, pledge, security interest, encumbrance, charge, or other lien (whether arising by contract or by operation of law).

Authority for Agreement; No Conflict. The execution, delivery and performance by the Company of this Agreement and the Ancillary AgreementsAgreement, and the consummation by the Company of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action. This Agreement has been, and the Ancillary Agreements other Transaction Documents have been or when executed at the Initial Closing will be, duly executed and delivered by the Company and constitute valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, subject as to enforcement of remedies to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws affecting generally the enforcement of creditors’ rights and subject remedies generally, to general principles of equity (including principles of commercial reasonableness, good faith and fair dealing), regardless of whether enforcement is sought in a court’s discretionary authority with respect to the granting of a decree ordering specific performance proceeding at law or other equitable remediesin equity. The execution and delivery of this Agreement and the Ancillary Agreements, other Transaction Documents to which the Company is a party and the consummation of the transactions contemplated hereby and thereby and the compliance with their respective provisions by the Company will not (a) conflict with or violate any provision of the Certificate of Incorporation or By-laws Organizational Documents of the Company, (b) require except as set forth on the part of the Company any filing withSchedule 3.4, or any permit, order, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (each of the foregoing is hereafter referred to as a “Governmental Entity”) except for any filing, permit, order, authorization, consent or approval, the absence of which would not reasonably be expected to have a material adverse effect on the Company’s business, financial condition or results of operations (a “Company Material Adverse Effect”), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtednessIndebtedness, Security Interest (as defined below) Lien or other arrangement to which thethe Company is a party or by which the Company is bound or to which its assets are subject, (c) result in the imposition of any Lien upon any assets of the Company or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets, except in the case of the foregoing clauses (b), (c) and (d) to the extent that such conflict, breach, default, acceleration, termination, modification, cancelation, notice, consent, waiver, imposition of any Lien or violation would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole.

Authority for Agreement; No Conflict. The execution, delivery and performance by the Company Borrower of this Agreement and the Ancillary Agreements, other Loan Documents and the consummation by the Company Borrower of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action. This Agreement has been, and the Ancillary Agreements other Loan Documents when executed at the Initial Closing will be, duly executed and delivered by the Company Borrower and constitute valid and binding obligations of the Company Borrower enforceable against the Borrower in accordance with their respective terms, subject as to enforcement of remedies to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws affecting generally the enforcement of creditors’ rights and subject remedies generally, to general principles of equity (including principles of commercial reasonableness, good faith and fair dealing), regardless of whether enforcement is sought in a court’s discretionary authority with respect to the granting of a decree ordering specific performance proceeding at law or other equitable remediesin equity. The execution execution, delivery and delivery performance of this Agreement and the Ancillary Agreements, other Loan Documents to which the consummation of the transactions contemplated hereby and thereby and the compliance with their respective provisions by the Company Borrower is a party will not (a) conflict with or violate any provision of the Certificate certificate of Incorporation or Byincorporation, by-laws and other organizational documents of the CompanyBorrower, (b) require on the part of the Company any filing with, or any permit, order, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (each of the foregoing is hereafter referred to as a “Governmental Entity”) except for any filing, permit, order, authorization, consent or approval, the absence of which would not reasonably be expected to have a material adverse effect on the Company’s business, financial condition or results of operations (a “Company Material Adverse Effect”), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtednessIndebtedness, Security Interest (as defined below) Lien or other arrangement to which thethe Borrower is a party or by which the Borrower is bound or to which its assets are subject, in a manner that would or would reasonably be expected to result in a Material Adverse Effect, (c) result in the imposition of any Lien upon any assets of the Borrower or (d) violate any Applicable Laws or any Order to which the Borrower or its assets is subject in a manner that would reasonably be expected to constitute a Material Adverse Effect.

Authority for Agreement; No Conflict. The execution, delivery and performance by the Company Seller of this Agreement and the Seller's Ancillary Agreements, and the consummation by the Company Seller of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action. This Agreement has been, and the Seller's Ancillary Agreements when executed at the Initial Closing will be, duly executed and delivered by the Company Seller and constitute valid and binding obligations of the Company Seller enforceable in accordance with their respective terms, subject except as to such enforcement of remedies to may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar other laws of general application affecting generally the enforcement of creditors’ ' rights and subject to a court’s discretionary authority with respect to the granting or by general principles of a decree ordering specific performance or other equitable remediesequity. The execution of and delivery performance of the transactions contemplated by this Agreement and the Seller's Ancillary Agreements, the consummation of the transactions contemplated hereby Agreements and thereby and the compliance with their respective provisions by the Company Seller will not (a) conflict with or violate any provision of the Certificate of Incorporation or By-laws Laws of the CompanySeller, each as amended to date, (b) require on the part of the Company any filing with, or any permit, order, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (each of the foregoing is hereafter referred to as a “Governmental Entity”) except for any filing, permit, order, authorization, consent or approval, the absence of which would not reasonably be expected to have a material adverse effect on the Company’s business, financial condition or results of operations (a “Company Material Adverse Effect”), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any material contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest document creating or pertaining to an Encumbrance (as defined in Section 2.4 below) or other arrangement to which thethe Seller is a party or by which the Seller is bound or to which its assets are subject, (c) result in the imposition of any Encumbrance upon any Assets to be Sold or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Seller or any of the Assets to be Sold.

Authority for Agreement; No Conflict. The execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements, and the consummation by the Company of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate and stockholders action. This Agreement has been, and the Ancillary Agreements when executed at the Initial Closing will be, duly executed and delivered by the Company and constitute valid and binding obligations of the Company enforceable in accordance with their respective terms, subject as to enforcement of remedies to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting generally the enforcement of creditors’ ' rights and subject to a court’s 's discretionary authority with respect to the granting of a decree ordering specific performance or other equitable remedies. The execution of and delivery performance of the transactions contemplated by this Agreement and the Ancillary Agreements, the consummation of the transactions contemplated hereby Agreements and thereby and the compliance with their respective provisions by the Company will not (a) conflict with or violate any provision of the Certificate of Incorporation or By-laws of the Company, (b) require on the part of the Company any filing with, or any permit, order, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (each of the foregoing is hereafter referred to as a “"Governmental Entity”) except for any filing, permit, order, authorization, consent or approval, the absence of which would not reasonably be expected to have a material adverse effect on the Company’s business, financial condition or results of operations (a “Company Material Adverse Effect”"), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest (as defined below) or other arrangement to which thethe Company is a party or by which the Company is bound or to which its assets are subject, other than any of the foregoing events listed in this clause (c) which do not and will not, individually or in the aggregate, have a Company Material Adverse Effect, (d) result in the imposition of any Security Interest upon any assets of the Company or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets. For purposes of this Agreement, "Security Interest" means any mortgage, pledge, security interest, encumbrance, charge, or other lien (whether arising by contract or by operation of law).

Authority for Agreement; No Conflict. The execution, delivery ------------------------------------ and performance by the Company of this Agreement and the Ancillary Agreements, and the consummation by the Company of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action. This Agreement has been, and the Ancillary Agreements when executed at the Initial Closing Closings will be, duly executed and delivered by the Company and constitute valid and binding obligations of the Company enforceable in accordance with their respective terms, subject as to enforcement of remedies to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting generally the enforcement of creditors’ ' rights and subject to a court’s 's discretionary authority with respect to the granting of a decree ordering specific performance or other equitable remedies. The execution of and delivery performance of the transactions contemplated by this Agreement and the Ancillary Agreements, the consummation of the transactions contemplated hereby Agreements and thereby and the compliance with their respective provisions by the Company will not (a) conflict with or violate any provision of the Certificate of Incorporation or By-laws of the Company, (b) require on the part of the Company any filing with, or any permit, order, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (each of the foregoing is hereafter referred to as a “"Governmental Entity”) except for any filing, permit, order, authorization, consent or approval, the absence of which would not reasonably be expected to have a material adverse effect on the Company’s business, financial condition or results of operations (a “Company Material Adverse Effect”"), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest (as defined below) or other arrangement to which thethe Company is a party or by which the Company is bound or to which its assets are subject, other than any of the foregoing events listed in this clause (c) which do not and would not be considered reasonably likely to, either individually or in the aggregate, have a Company Material Adverse Effect, (d) result in the imposition of any Security Interest upon any assets of the Company or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets. For purposes of this Agreement, "Security Interest" means any mortgage, pledge, security interest, encumbrance, charge, or other lien (whether arising by contract or by operation of law).

Authority for Agreement; No Conflict. The execution, delivery and performance by the Company Purchaser of this Agreement and the Ancillary Agreements, and the consummation by the Company Purchaser of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action. This Agreement has been, and the Ancillary Agreements Agreements, when executed at the Initial Closing Closing, will be, be duly executed and delivered by the Company Purchaser and will constitute valid and binding obligations of the Company Purchaser enforceable in accordance with their respective terms, subject as to enforcement of remedies to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws affecting generally the enforcement of creditors’ ' rights and subject to a court’s 's discretionary authority with respect to the granting of a decree ordering specific performance or other equitable remedies. The execution of and delivery performance of the transactions contemplated by this Agreement and the Ancillary Agreements, the consummation of the transactions contemplated hereby Agreements and thereby and the compliance with their respective provisions by the Company Purchaser will not (a) conflict with or violate any provision of the Certificate Articles of Incorporation or By-laws of the CompanyPurchaser, (b) other than as may be required by the HSR Act, require on the part of the Company Purchaser any filing with, or any permit, order, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (each of the foregoing is hereafter referred to as a “Governmental Entity”) except for any filing, permit, order, authorization, consent or approval, the absence of which would not reasonably be expected to have a material adverse effect on the Company’s business, financial condition or results of operations (a “Company Material Adverse Effect”), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest (as defined below) or other arrangement to which thethe Purchaser is a party or by which the Purchaser is bound or to which its assets are subject, (d) result in the imposition of any Security Interest upon any assets of the Purchaser or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Purchaser or any of its properties or assets, other than any of the foregoing events listed in clause (c), (d) or (e) of this Section 4.4 that would not have a material adverse effect on the ability of the Purchaser to perform its obligations under this Agreement and the Ancillary Agreements (a "Purchaser Material Adverse Effect").

Authority for Agreement; No Conflict. The execution, delivery and performance by the Company of this Agreement and the Ancillary AgreementsNote, and the consummation by the Company of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action. This Agreement has been, and the Ancillary Agreements Note when executed at the Initial Closing will be, duly executed and delivered by the Company and constitute valid and binding obligations of the Company enforceable in accordance with their respective terms, subject as to enforcement of remedies to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting generally the enforcement of creditors’ ' rights and subject to a court’s 's discretionary authority with respect to the granting of a decree ordering specific performance or other equitable remedies. The execution and delivery of this Agreement and the Ancillary AgreementsNote, the consummation of the transactions contemplated hereby and thereby and the compliance with their respective provisions by the Company will not (a) conflict with or violate any provision of the Certificate of Incorporation or By-laws of the Company, (b) require on the part of the Company any filing with, or any permit, order, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (each of the foregoing is hereafter referred to as a “"Governmental Entity”) except for any filing, permit, order, authorization, consent or approval, the absence of which would not reasonably be expected to have a material adverse effect on the Company’s business, financial condition or results of operations (a “Company Material Adverse Effect”"), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest (as defined below) or other arrangement to which thethe Company is a party or by which the Company is bound or to which its assets are subject, (d) result in the imposition of any Security Interest upon any assets of the Company or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets. For purposes of this Agreement, "Security Interest" means any mortgage, pledge, security interest, encumbrance, charge of any kind, option, conditional sale agreement, right of first refusal, first offer, termination, participation or purchase (including any agreement to give any of the foregoing) or other lien (whether arising by contract or by operation of law).

Authority for Agreement; No Conflict. The execution, delivery and performance by the Company Banyan of this Agreement and the Ancillary Banyan Other Agreements, and the consummation by the Company Banyan of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action. This Agreement has been, and the Ancillary Agreements Banyan Other Agreements, when executed at the Initial Closing Closing, will be, be duly executed and delivered by the Company Banyan and will constitute valid and binding obligations of the Company Banyan enforceable in accordance with their respective terms, subject as to enforcement of remedies to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws affecting generally the enforcement of creditors’ ' rights and subject to a court’s 's discretionary authority with respect to the granting of a decree ordering specific performance or other equitable remedies. The execution of and delivery performance of the transactions contemplated by this Agreement and the Ancillary Agreements, the consummation of the transactions contemplated hereby Banyan Other Agreements and thereby and the compliance with their respective provisions by the Company Banyan will not (a) conflict with or violate any provision of the Certificate Articles of Incorporation Organization or By-laws of the CompanyBanyan, (b) other than as may be required by the HSR Act, require on the part of the Company Banyan any filing with, or any permit, order, authorization, consent or approval of, of any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (each of the foregoing is hereafter referred to as a “Governmental Entity”) except for any filing, permit, order, authorization, consent or approval, the absence of which would not reasonably be expected to have a material adverse effect on the Company’s business, financial condition or results of operations (a “Company Material Adverse Effect”), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest (as defined below) or other arrangement to which theBanyan is a party or by which Banyan is bound or to which its assets are subject, (d) result in the imposition of any Security Interest upon any assets of Banyan or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Banyan or any of its properties or assets, other than any of the foregoing events listed in clause (c), (d) or (e) of this Section 3A.2 that would not have a material adverse effect on the ability of Banyan to perform its obligations under this Agreement and the Banyan Other Agreements (a "Banyan Material Adverse Effect").

Authority for Agreement; No Conflict. The execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements, and the consummation by the Company of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action. This Agreement has been, and the Ancillary Agreements when executed at the Initial Closing will be, duly executed and delivered by the Company and constitute valid and binding obligations of the Company enforceable in accordance with their respective terms, subject as to enforcement of remedies to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting generally the enforcement of creditors’ rights and subject to a court’s discretionary authority with respect to the granting of a decree ordering specific performance or other equitable remedies. The execution and delivery of this Agreement and the Ancillary Agreements, the consummation of the transactions contemplated hereby and thereby and the compliance with their respective provisions by the Company will not (a) conflict with or violate any provision of the Certificate of Incorporation or By-laws of the Company, (b) require on the part of the Company any filing with, or any permit, order, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (each of the foregoing is hereafter referred to as a “Governmental Entity”) except for any filing, permit, order, authorization, consent or approval, the absence of which would not reasonably be expected to have a material adverse effect on the Company’s business, financial condition or results of operations (a “Company Material Adverse Effect”), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest (as defined below) or other arrangement to which thethe Company is a party or by which the Company is bound or to which its assets are subject, other than any of the foregoing events listed in this clause (b) which do not and will not, individually or in the aggregate, have a Company Material Adverse Effect, (c) result in the imposition of any Security Interest upon any assets of the Company or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets. For purposes of this Agreement, “Security Interest” means any mortgage, pledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law).

Authority for Agreement; No Conflict. The execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements, and the consummation by the Company of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action. This Agreement has been, and the Ancillary Agreements when executed at the Initial Closing will be, duly executed and delivered by the Company and constitute valid and binding obligations of the Company enforceable in accordance with their respective terms, subject as to enforcement of remedies to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting generally the enforcement of creditors’ ' rights and subject to a court’s 's discretionary authority with respect to the granting of a decree ordering specific performance or other equitable remedies. The execution of and delivery performance of the transactions contemplated by this Agreement and the Ancillary Agreements, the consummation of the transactions contemplated hereby Agreements and thereby and the compliance with their respective provisions by the Company will not not, and the transfer of the assets of the business now operated by the Company from MSTR to the Company did not, (a) conflict with or violate any provision of the Certificate of Incorporation or By-laws of the Company, (b) require on the part of the Company any filing with, or any permit, order, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (each of the foregoing is hereafter referred to as a “"Governmental Entity”) except for any filing, permit, order, authorization, consent or approval, the absence of which would not reasonably be expected to have a material adverse effect on the Company’s business, financial condition or results of operations (a “Company Material Adverse Effect”"), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest (as defined below) or other arrangement to which the,