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 consummation by the Company of the transactions contemplated hereby, have been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by the Company and constitutes valid and binding obligations of the Company enforceable in accordance with its 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, the consummation of the transactions contemplated hereby and the compliance with its 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 United States court, arbitrational tribunal, administrative agency or commission or other United States governmental or regulatory authority or agency (each of the foregoing is hereafter referred to as a "Governmental Entity") other than the filing of a Form 4 and an amendment to the Company's current Schedule 13D promulgated under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), (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 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 the 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 would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the Company's business, assets, liabilities, operations or financial condition (a "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 AgreementAgreement and the Ancillary Agreements, and the consummation by the Company Purchaser of the transactions contemplated herebyhereby and thereby, have been duly authorized by all necessary corporate action. This Agreement has been been, and the Ancillary Agreements when executed at the Initial Closing will be, duly executed and delivered by the Company Purchaser and constitutes constitute valid and binding obligations of the Company Purchaser enforceable in accordance with its their respective terms, subject except as to enforcement of remedies to applicable bankruptcy, insolvency, reorganization, moratorium may be limited by bankruptcy 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 remediesprinciples. The execution and delivery of this AgreementAgreement and the Ancillary Agreements, the consummation of the transactions contemplated hereby and thereby and the compliance with its their respective provisions by the Company Purchaser will not (a) conflict with or violate any provision of the Certificate of Incorporation or By-laws Bylaws of the CompanyPurchaser, (b) require on the part of the Company Purchaser any filing with, or any permit, order, authorization, consent or approval of, any United States court, arbitrational tribunal, administrative agency or commission or other United States governmental or regulatory authority or agency (each of the foregoing is hereafter referred to as a "Governmental Entity") other than the filing of a Form 4 and an amendment to the Company's current Schedule 13D promulgated under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), (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 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 the Company Purchaser is a party or by which the Company Purchaser is bound or to which its assets are subject, other than any of the foregoing events listed in this clause (c) which would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the Company's business, assets, liabilities, operations or financial condition (a "Material Adverse Effect"), (d) result in the imposition of any Security Interest upon any assets of the Company Purchaser or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company Purchaser or any of its properties or assets. For purposes of this Agreement, "Security Interest" means any mortgage, pledge, security interest, encumbrance, charge, charge or other lien (whether arising by contract or by operation of law).

Authority for Agreement; No Conflict. (a) Buyer has all necessary power and authority to execute and deliver this Agreement, each Ancillary Agreement, and each instrument required hereby or thereby to be executed and delivered by Buyer at the Closing, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Company Buyer of this Agreement, each Ancillary Agreement, and each instrument required hereby or thereby to be executed and delivered by Buyer at the Closing and the consummation by the Company Buyer of the transactions contemplated hereby, hereby and thereby have been duly and validly authorized by all necessary corporate action. , and no other proceedings on the part of Buyer are necessary to authorize this Agreement, each Ancillary Agreement or to consummate the transactions so contemplated. (b) This Agreement has and the Ancillary Agreements have been and each instrument required hereby or thereby to be delivered by Buyer at the Closing will be duly and validly executed and delivered by Buyer and, assuming the Company due authorization, execution and delivery by the other parties hereto or thereto, constitutes or will constitute a legal, valid and binding obligations obligation of the Company Buyer, enforceable against Buyer in accordance with its terms, subject as to enforcement of remedies to applicable bankruptcy, insolvency, reorganization, moratorium reorganization or similar laws of general application affecting generally the enforcement rights and remedies 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. general equity principles. (c) The execution and delivery by Buyer of this AgreementAgreement or the Ancillary Agreements, the consummation of the transactions contemplated hereby and or thereby, or compliance by Buyer with any of the compliance with its provisions by the Company hereof or thereof 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 United States court, arbitrational tribunal, administrative agency or commission or other United States governmental or regulatory authority or agency (each of the foregoing is hereafter referred to as a "Governmental Entity") other than the filing of a Form 4 and an amendment to the Company's current Schedule 13D promulgated under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), (c) conflict with, result in a breach of, constitute any violation of or default (with or without due notice or lapse of time time, or both) a default under, result in the acceleration give rise to a right of obligations under, create in termination or cancellation under any party the right to accelerate, terminate, modify or cancelprovision of, or require cause the creation of any notice, consent or waiver Lien under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest provision of: (i) Buyer’s Organizational Documents each as defined belowamended to date and currently in effect; (ii) or other arrangement any material Contract to which the Company Buyer is a party party, or by which the Company is bound or (iii) any Legal Requirements applicable to which its assets are subject, Buyer (other than Antitrust Laws), except any of the foregoing events listed in this clause (c) which such conflicts, violations, defaults, rights or Liens that would not, individually or in the aggregate, reasonably be reasonably expected to have a be material adverse effect on the Company's business, assets, liabilities, operations or financial condition (a "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 business of Buyer or any materially impair the ability of its properties or assets. For purposes of Buyer to consummate the transactions contemplated by 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 AgreementAgreement and the Ancillary Agreements, and the consummation by the Company of the transactions contemplated herebyhereby and thereby, have been duly authorized by all necessary corporate action. This Agreement has been been, and the Ancillary Agreements when executed at the Closing will be, duly executed and delivered by the Company and constitutes constitute valid and binding obligations of the Company enforceable against the Company in accordance with its 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 AgreementAgreement and the Ancillary Agreements, the consummation of the transactions contemplated hereby and thereby and the compliance with its 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 except as set forth on the part of the Company any filing withDisclosure Schedule, or any permit, order, authorization, consent or approval of, any United States court, arbitrational tribunal, administrative agency or commission or other United States governmental or regulatory authority or agency (each of the foregoing is hereafter referred to as a "Governmental Entity") other than the filing of a Form 4 and an amendment to the Company's current Schedule 13D promulgated under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), (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 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 the 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 would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the Company's business, assets, liabilities, operations or financial condition (a "Material Adverse Effect"), (d) result in the imposition of any Security Interest upon any assets of the Company or (ed) 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, 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 Amended Operating Agreement, and the consummation by the Company of the transactions contemplated herebyhereby and thereby, have been duly authorized by all necessary corporate limited liability company action. This Agreement has been been, and the Amended Operating Agreement when executed at the Initial Closing will be, duly executed and delivered by the Company and constitutes constitute valid and binding obligations of the Company enforceable in accordance with its their respective terms, subject except 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 may be limited by bankruptcy or other equitable remediesprinciples. The execution and delivery of this Agreement and the Amended Operating Agreement, the consummation of the transactions contemplated hereby and thereby and the compliance with its their respective provisions by the Company will not (a) conflict with or violate any provision of the Certificate Articles of Incorporation Organization or By-laws Operating Agreement of the Company, (b) require on the part of the Company any filing with, or any permit, order, authorization, consent or approval of, any United States court, arbitrational tribunal, administrative agency or commission or other United States governmental or regulatory authority or agency (other than such filings as may be necessary to comply with applicable federal and state securities laws) (each of the foregoing is hereafter referred to as a "Governmental Entity") other than the filing of a Form 4 and an amendment to the Company's current Schedule 13D promulgated under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), (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 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 the 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 would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the Company's business, assets, liabilities, operations or financial condition (a "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, 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, the Stockholders Agreement, the Ancillary Agreements, and the consummation by the Company of the transactions contemplated herebyhereby and thereby, have been duly authorized by all necessary corporate action. This Agreement has been been, and the Stockholders Agreement and the Ancillary Agreements when executed at the Initial Closing will be, duly executed and delivered by the Company and constitutes constitute valid and binding obligations of the Company enforceable in accordance with its 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, the Stockholders Agreement and the Ancillary Agreements, the consummation of the transactions contemplated hereby and thereby and the compliance with its 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 United States court, arbitrational tribunal, administrative agency or commission or other United States governmental or regulatory authority or agency (each of the foregoing is hereafter referred to as a "Governmental Entity") other than the filing of a Form 4 and an amendment to the Company's current Schedule 13D promulgated under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), (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 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 the 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 (cb) which would do not and will not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the Company's business, assets, liabilities, operations or financial condition (a "Company Material Adverse Effect"), (dc) result in the imposition of any Security Interest upon any assets of the Company or (ed) 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, 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 consummation by the Company of the transactions contemplated hereby, have been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by the Company and constitutes valid and binding obligations of the Company enforceable in accordance with its 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, the consummation of the transactions contemplated hereby and the compliance with its 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 United States court, arbitrational tribunal, administrative agency or commission or other United States governmental or regulatory authority or agency (each of the foregoing is hereafter referred to as a "Governmental Entity\"Governmental Entity\") other than the filing of a Form 4 and an amendment to the Company's current Schedule 13D promulgated under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act\"Exchange Act\"), (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 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 the 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 would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the Company's business, assets, liabilities, operations or financial condition (a "Material \"Material Adverse EffectEffect\"), (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\"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 AgreementAgreement and the Ancillary Agreements, and the consummation by the Company of the transactions contemplated herebyhereby and thereby, have been duly authorized by all necessary corporate limited liability company action. This Agreement has been been, and the Ancillary Agreements when executed at the Initial Closing will be, duly executed and delivered by the Company and constitutes constitute valid and binding obligations of the Company enforceable in accordance with its their respective terms, subject except 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 may be limited by bankruptcy or other equitable remediesprinciples. The execution and delivery of this AgreementAgreement and the Ancillary Agreements, the consummation of the transactions contemplated hereby and thereby and the compliance with its their respective provisions by the Company will not (a) conflict with or violate any provision of the Certificate Articles of Incorporation Organization or By-laws Operating Agreement of the Company, (b) require on the part of the Company any filing with, or any permit, order, authorization, consent or approval of, any United States court, arbitrational tribunal, administrative agency or commission or other United States governmental or regulatory authority or agency (each of the foregoing is hereafter referred to as a "Governmental Entity") other than the filing of a Form 4 and an amendment to the Company's current Schedule 13D promulgated under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), (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 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 the 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 would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the Company's business, assets, liabilities, operations or financial condition (a "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, charge or other lien (whether arising by contract or by operation of law).

Authority for Agreement; No Conflict. (a) The execution, delivery and performance by the Company of this AgreementAgreement and the Ancillary Agreements, and the consummation by the Company of the transactions contemplated herebyhereby and thereby, have been duly authorized by all necessary corporate organizational action. This Agreement has been been, and the Ancillary Agreements when executed at the Closing will be, duly executed and delivered by the Company and constitutes constitute valid and binding obligations of the Company enforceable in accordance with its 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 . (b) Except as set forth in Section 3.5(b) of the Company’s Disclosure Schedule, the execution and delivery of this AgreementAgreement and the Ancillary Agreements, the consummation of the transactions contemplated hereby and thereby and the compliance with its their respective provisions by the Company will not (ai) conflict with or violate any provision of the Certificate of Incorporation Charter or By-laws of the CompanyBylaws, (b) require on the part of the Company any filing with, or any permit, order, authorization, consent or approval of, any United States court, arbitrational tribunal, administrative agency or commission or other United States governmental or regulatory authority or agency (each of the foregoing is hereafter referred to as a "Governmental Entity") other than the filing of a Form 4 and an amendment to the Company's current Schedule 13D promulgated under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), (cii) 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 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 indebtednessMaterial Contract (as defined below), Security Interest (as defined below) or other arrangement to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which its assets are subject, other than any of the foregoing events listed in this clause (c) which would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the Company's business, assets, liabilities, operations or financial condition (a "Material Adverse Effect"), (diii) result in the imposition of any Security Interest upon any assets of the Company or any of its Subsidiaries, or (eiv) to the Company’s knowledge, violate any order, writ, injunction, decree, statute, law, rule or regulation applicable to the Company or any of its Subsidiaries, its business as currently conducted or as proposed to be conducted or any of its properties or assetsassets (collectively, “Applicable Laws and Orders”). For purposes of this Agreement, "“Security Interest" ” means any mortgage, pledge, security interest, encumbrance, charge, 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 consummation by the Company Purchaser of the transactions contemplated herebyhereby and thereby, have been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by the Company Purchaser and constitutes a valid and binding obligations obligation of the Company Purchaser enforceable in accordance with its 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 discretionary authority with respect to the granting of a decree ordering specific performance or other equitable remedies. The execution of and delivery of this Agreement, the consummation performance of the transactions contemplated hereby by this Agreement and the compliance with its 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 United States court, arbitrational tribunal, administrative agency or commission or other United States governmental or regulatory authority or agency (each of the foregoing is hereafter referred to as a "Governmental Entity") other than the filing of a Form 4 and an amendment to the Company's current Schedule 13D promulgated under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), (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 obligations underof, 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 Company Purchaser is a party or by which the Company Purchaser is bound or to which its assets are subject, other than any of the foregoing events listed in this clause (c) which would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the Company's business, assets, liabilities, operations or financial condition (a "Material Adverse Effect"), (d) result in the imposition of any Security Interest upon any assets of the Company Purchaser or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company Purchaser or any of its properties or assets. For purposes , other than any of the foregoing events listed in clause (c), (d) or (e) of this Agreement, Section 4.4 that would not have a material adverse effect on the ability of the Purchaser to perform its obligations under this Agreement (a "Security Interest" means any mortgage, pledge, security interest, encumbrance, charge, or other lien (whether arising by contract or by operation of lawPurchaser Material Adverse Effect").

Authority for Agreement; No Conflict. The execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by the Company of the transactions contemplated hereby, have been duly authorized by all necessary corporate actionaction (subject to the stockholder approval referenced in Section 5.3). This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligations obligation of the Company enforceable in accordance with its 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 of and delivery of this Agreement, the consummation performance of the transactions contemplated hereby and the compliance with its provisions by this Agreement 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 United States court, arbitrational tribunal, administrative agency or commission or other United States governmental or regulatory authority or agency (each of the foregoing is hereafter referred to as a "Governmental Entity") other than the filing of a Form 4 D with the Securities and an amendment to the Company's current Schedule 13D promulgated under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"Commission), (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 obligations underof, 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 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 would do not and will not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the Company's business, assets, liabilities, operations or financial condition (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. (a) Buyer has all necessary power and authority to execute and deliver this Agreement, each Ancillary Agreement, and each instrument required hereby or thereby to be executed and delivered by Buyer at the Closing, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Company Buyer of this Agreement, each Ancillary Agreement, and each instrument required hereby or thereby to be executed and delivered by Buyer at the Closing and the consummation by the Company Buyer of the transactions contemplated hereby, hereby and thereby have been duly and validly authorized by all necessary corporate action. , and no other proceedings on the part of Buyer are necessary to authorize this Agreement, each Ancillary Agreement or to consummate the transactions so contemplated. (b) This Agreement has and the Ancillary Agreements have been and each instrument required hereby or thereby to be delivered by Buyer at the Closing will be duly and validly executed and delivered by Buyer and, assuming the Company due authorization, execution and delivery by the other parties hereto or thereto, constitutes or will constitute a legal, valid and binding obligations obligation of the Company Buyer, enforceable against Buyer in accordance with its terms, subject as to enforcement of remedies to applicable bankruptcy, insolvency, reorganization, moratorium reorganization or similar laws Legal Requirements of general application affecting generally the enforcement rights and remedies 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. general equity principles. (c) The execution and delivery by Buyer of this AgreementAgreement or the Ancillary Agreements, the consummation of the transactions contemplated hereby and or thereby, or compliance by Buyer with any of the compliance with its provisions by the Company hereof or thereof 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 United States court, arbitrational tribunal, administrative agency or commission or other United States governmental or regulatory authority or agency (each of the foregoing is hereafter referred to as a "Governmental Entity") other than the filing of a Form 4 and an amendment to the Company's current Schedule 13D promulgated under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), (c) conflict with, result in a breach of, constitute any violation of or default (with or without due notice or lapse of time time, or both) a default under, result in the acceleration give rise to a right of obligations under, create in termination or cancellation under any party the right to accelerate, terminate, modify or cancelprovision of, or require cause the creation of any notice, consent or waiver Lien under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument provision of indebtedness, Security Interest (as defined belowi) or other arrangement Buyer’s Organizational Documents; (ii) any material Contract to which the Company Buyer is a party party, or by which the Company is bound (iii) any Legal Requirements applicable to Buyer, except any such conflicts, violations, defaults, rights or to which its assets are subject, other than any of the foregoing events listed in this clause (c) which Liens that would not, individually or in the aggregate, not reasonably be reasonably expected to have a material adverse effect on Buyer or materially impair the Company's business, assets, liabilities, operations or financial condition (a "Material Adverse Effect"), (d) result in ability of Buyer to consummate 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 transactions contemplated by this Agreement, "Security Interest" means any mortgage, pledge, security interest, encumbrance, charge, or other lien (whether arising by contract or by operation of law).