Common use of Authority; No Conflict Clause in Contracts

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against it in accordance with its terms. Upon the execution and delivery by Buyer of each of the documents and instruments to be executed and delivered by Buyer at Closing pursuant to SECTION 1.7(B) (collectively, the "BUYER'S CLOSING DOCUMENTS"), each of the Buyer's Closing Documents will constitute the legal, valid, and binding obligation of Buyer, enforceable against it in accordance with its terms. Buyer has the absolute right, power and authority to execute and deliver this Agreement and the Buyer's Closing Documents and to perform its obligations under this Agreement and the Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, valid and binding obligation of Buyer, enforceable against it Buyer in accordance with its terms. Upon the execution and delivery by Buyer of each of the documents and instruments other Transaction Documents to be executed and or delivered by Buyer at Closing pursuant to SECTION 1.7(B) (collectively, the "BUYER'S CLOSING DOCUMENTS"“Buyer’s Closing Documents”), each of the Buyer's ’s Closing Documents will constitute the legal, valid, valid and binding obligation of Buyer, enforceable against it Buyer in accordance with its respective terms, except as such enforcement may be limited by Equitable Exceptions. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Buyer's ’s Closing Documents and to perform its obligations under this Agreement and the Buyer's ’s Closing Documents, and such action has been duly authorized by all necessary corporate action.

Authority; No Conflict. (a) This Agreement constitutes the a legal, valid, valid and binding obligation of Buyer, enforceable against it Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Website Agreement, the Supply Agreement, the Licence Agreement, the Transition Agreement and each of the documents and instruments other agreement to be executed and or delivered by Buyer at Closing pursuant to SECTION 1.7(B) (collectively, the "BUYER'S CLOSING DOCUMENTS"“Buyer’s Closing Documents”), each of the Buyer's ’s Closing Documents will constitute the a legal, valid, valid and binding obligation of Buyer, enforceable against it Buyer in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Buyer's ’s Closing Documents and to perform its obligations under this Agreement and the Buyer's ’s Closing Documents, and such action has been duly authorized by all necessary corporate action.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, valid and binding obligation of Buyer, enforceable against it Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Shares, the Registration Rights Agreement and each of the documents and instruments other agreement to be executed and or delivered by Buyer at Closing pursuant to SECTION 1.7(B) (collectively, the "BUYER'S CLOSING DOCUMENTSBuyer's Closing Documents"), each of the Buyer's Closing Documents will constitute the legal, valid, valid and binding obligation of Buyer, enforceable against it Buyer in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Buyer's Closing Documents and to perform its obligations under this Agreement and the Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, valid and binding obligation of Buyer, enforceable against it Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Employment Agreement, the Non-Competition Agreement and each of the documents and instruments other agreement to be executed and or delivered by Buyer at Closing pursuant to SECTION 1.7(B) (collectively, the "BUYER'S CLOSING DOCUMENTSBuyer's Closing Documents"), each of the Buyer's Closing Documents will constitute the legal, valid, valid and binding obligation of Buyer, enforceable against it Buyer in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Buyer's Closing Documents and to perform its obligations under this Agreement and the Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, valid and binding obligation of Buyer, enforceable against it Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Assignment and Assumption Agreement and each of the documents and instruments other agreement to be executed and or delivered by Buyer at Closing pursuant to SECTION 1.7(B) (collectively, the "BUYER'S CLOSING DOCUMENTSBuyer's Closing Documents"), each of the Buyer's Closing Documents will constitute the legal, valid, valid and binding obligation of Buyer, enforceable against it Buyer in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Buyer's Closing Documents and to perform its obligations under this Agreement and the Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, valid and binding obligation of Buyer, enforceable against it Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Assignment and Assumption Agreement, the Employment Agreements, and each of the documents and instruments other agreement to be executed and or delivered by Buyer at Closing pursuant to SECTION 1.7(B) (collectively, the "BUYER'S CLOSING DOCUMENTS"“Buyer’s Closing Documents”), each of the Buyer's ’s Closing Documents will constitute the legal, valid, valid and binding obligation of Buyer, enforceable against it Buyer in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Buyer's ’s Closing Documents and to perform its obligations under this Agreement and the Buyer's ’s Closing Documents, and such action has been duly authorized by all necessary corporate action.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, valid and binding obligation of Buyer, enforceable against it in accordance with its terms. Upon the execution and delivery by Buyer of the Assignment and Assumption Agreement, the Escrow Agreement and each of the documents and instruments other agreement to be executed and or delivered by Buyer at Closing pursuant to SECTION 1.7(B) (collectively, the "BUYER'S CLOSING DOCUMENTSBuyer's Closing Documents"), each of the Buyer's Closing Documents will constitute the legal, valid, valid and binding obligation of Buyer, enforceable against it in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Buyer's Closing Documents and to perform its obligations under this Agreement and the Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, valid and binding obligation of Buyer, enforceable against it Buyer in accordance with its terms. Upon the execution and delivery by Buyer of each of the documents and instruments other Transaction Documents to be executed and or delivered by Buyer at Closing pursuant to SECTION 1.7(B) (collectively, the "BUYER'S CLOSING DOCUMENTS"“Buyer’s Closing Documents”), each of the Buyer's ’s Closing Documents will constitute the legal, valid, valid and binding obligation of Buyer, enforceable against it Buyer in accordance with its respective terms, except as such enforcement may be limited by Equitable Exceptions. Buyer has the absolute right, power and authority to execute and deliver this Agreement and the Buyer's ’s Closing Documents and to perform its obligations under this Agreement and the Buyer's ’s Closing Documents, and such action has been duly authorized by all necessary corporate action.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against it in accordance with its terms. Upon the execution and delivery by Buyer of each of the documents and instruments to be executed and delivered by Buyer at Closing pursuant to SECTION 1.7(B1.7(b) (collectively, the "BUYER'S CLOSING DOCUMENTS"), each of the Buyer's Closing Documents will constitute the legal, valid, and binding obligation of Buyer, enforceable against it in accordance with its terms. Buyer has the absolute right, power and authority to execute and deliver this Agreement and the Buyer's Closing Documents and to perform its obligations under this Agreement and the Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of BuyerBuyer and Parent, enforceable against it Buyer and Parent in accordance with its terms. Upon the execution and delivery by Buyer of each of the documents Escrow Agreement, the Employment Agreements, and instruments to be executed and delivered by Buyer at Closing pursuant to SECTION 1.7(B) the Registration Rights Agreement (collectively, the "BUYER'S CLOSING DOCUMENTS"), each of the Buyer's Closing Documents will constitute the legal, valid, and binding obligation obligations of Buyer, enforceable against it Buyer in accordance with its their respective terms. Buyer has the absolute and unrestricted right, power power, and authority to execute and deliver this Agreement and the Buyer's Closing Documents and to perform its obligations under this Agreement and the Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, valid and binding obligation of Buyer, enforceable against it Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Assignment and Assumption Agreement, the Employment Agreements and each of the documents and instruments other agreement to be executed and or delivered by Buyer at Closing pursuant to SECTION 1.7(B) (collectively, the "BUYER'S CLOSING DOCUMENTS"“Buyer’s Closing Documents”), each of the Buyer's ’s Closing Documents will constitute the legal, valid, valid and binding obligation of Buyer, enforceable against it Buyer in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Buyer's ’s Closing Documents and to perform its obligations under this Agreement and the Buyer's ’s Closing Documents, and such action has been duly authorized by all necessary corporate action.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, valid and binding obligation of Buyer, enforceable against it Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Assignment and Assumption Agreement, the Employment Agreements, the Warrant and each of the documents and instruments other agreement to be executed and or delivered by Buyer at Closing pursuant to SECTION 1.7(B) (collectively, the "BUYER'S CLOSING DOCUMENTS")“Buyer’s Closing Documents”) , each of the Buyer's ’s Closing Documents will constitute the legal, valid, valid and binding obligation of Buyer, enforceable against it Buyer in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Buyer's ’s Closing Documents and to perform its obligations under this Agreement and the Buyer's ’s Closing Documents, and such action has been duly authorized by all necessary corporate action.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against it in accordance with its terms. Upon the execution and delivery by Buyer of each of the documents and instruments to be executed and delivered by Buyer at Closing pursuant to SECTION 1.7(B) (collectively, the "BUYER'S CLOSING DOCUMENTS"), each of the Buyer's Closing Documents will constitute the legal, valid, and binding obligation of Buyer, enforceable against it in accordance with its respective terms. Buyer has the absolute right, power and authority to execute and deliver this Agreement and the Buyer's Closing Documents and to perform its obligations under this Agreement and the Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against it Buyer and the Company in accordance with its terms. Upon the execution and delivery by Buyer of each and the Company of the documents Agreement, Amendments, General Conveyance and instruments to be executed and delivered by Buyer at Closing pursuant to SECTION 1.7(B) the Promissory Note (collectively, the "BUYER'S CLOSING DOCUMENTSBuyer's Closing Documents"), each of the Buyer's Closing Documents will constitute the legal, valid, and binding obligation obligations of Buyer, enforceable against it Buyer in accordance with its their respective terms. Buyer has the absolute and unrestricted right, power power, and authority to execute and deliver this Agreement and the Buyer's Closing Documents and to perform its obligations under this Agreement and the Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, valid and binding obligation of Buyer, enforceable against it Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Assignment and Assumption Agreement, the Promissory Note, and each of the documents and instruments other agreement to be executed and or delivered by Buyer at Closing pursuant to SECTION 1.7(B) (collectively, the "BUYER'S CLOSING DOCUMENTS"“Buyer’s Closing Documents”), each of the Buyer's ’s Closing Documents will constitute the legal, valid, valid and binding obligation of Buyer, enforceable against it Buyer in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Buyer's ’s Closing Documents and to perform its obligations under this Agreement and the Buyer's ’s Closing Documents, and such action has been duly authorized by all necessary corporate action.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against it Buyer in accordance with its terms. Upon the execution and delivery by Buyer of each of the documents Employment Agreement and instruments to be executed and delivered by Buyer at Closing pursuant to SECTION 1.7(B) the Seller's Release (collectively, the "BUYER'S CLOSING DOCUMENTSBuyer's Closing Documents"), each of the Buyer's Closing Documents will constitute the legal, valid, and binding obligation obligations of BuyerBuyer (and the Company with respect to the Employment Agreement), enforceable against it Buyer or the Company, respectively, in accordance with its their respective terms. Buyer has the absolute and unrestricted right, power power, and authority to execute and deliver this Agreement and the Buyer's Closing Documents and to perform its obligations under this Agreement and the Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against it Buyer in accordance with its terms. Upon the execution and delivery by Buyer of each of the documents Escrow Agreement, the Employment Agreements, the Non-Competition Agreements, and instruments to be executed and delivered by Buyer at Closing pursuant to SECTION 1.7(B) the Common Stock Warrant (collectively, the "BUYER'S CLOSING DOCUMENTSBuyer's Closing Documents"), each of the Buyer's Closing Documents will constitute the legal, valid, and binding obligation obligations of Buyer, enforceable against it Buyer in accordance with its their respective terms. Buyer has the absolute and unrestricted right, power power, and authority to execute and deliver this Agreement and the Buyer's Closing Documents and to perform its obligations under this Agreement and the Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyerthe Purchaser, enforceable against it the Purchaser in accordance with its terms. Upon the execution and delivery by Buyer of each the Purchaser of the documents and instruments to be executed and delivered by Buyer at Closing pursuant to SECTION 1.7(B) (collectivelyLockup Agreements, the Escrow Agreement and the other documents or instruments described herein (the "BUYER'S CLOSING DOCUMENTSPurchaser's Closing Documents"), each of the BuyerPurchaser's Closing Documents will constitute the legal, valid, and binding obligation obligations of Buyerthe Purchaser, enforceable against it the Purchaser in accordance with its their terms. Buyer The Purchaser has the absolute and unrestricted right, power power, and authority to execute and deliver this Agreement and the BuyerPurchaser's Closing Documents Documents, as the case may be, and to perform its their respective obligations under this Agreement and the BuyerPurchaser's Closing Documents, and such action has been duly authorized by all necessary corporate actionas the case may be.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against it in accordance with its terms. Upon the execution and delivery by Buyer of each of the documents and instruments to be executed and delivered by Buyer at Closing pursuant to SECTION 1.7(B) (collectively, the "BUYER'S CLOSING DOCUMENTS"), each of the Buyer's Closing Documents will constitute the legal, valid, and binding obligation of Buyer, enforceable against it in accordance with its terms. Buyer has the absolute right, power and authority to execute and deliver this Agreement and the Buyer's Closing Documents and to perform its obligations under this Agreement and the Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, valid and binding obligation of Buyer, enforceable against it Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Assignment and Assumption Agreement, the Escrow Agreement and each of the documents other document, agreement, certificate and instruments instrument to be executed and or delivered by Buyer at Closing pursuant to SECTION 1.7(B) (collectively, the "BUYER'S CLOSING DOCUMENTS"“Buyer’s Closing Documents”), each of the Buyer's ’s Closing Documents will constitute the legal, valid, valid and binding obligation of Buyer, enforceable against it Buyer in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Buyer's ’s Closing Documents and to perform its obligations under this Agreement and the Buyer's ’s Closing Documents, and such action has been duly authorized by all necessary corporate action.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, valid and binding obligation of Buyer, enforceable against it Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Assignment and Assumption Agreement, the Escrow Agreement and each of the documents and instruments other agreement to be executed and or delivered by Buyer at Closing pursuant to SECTION 1.7(B) (collectively, the "BUYER'S CLOSING DOCUMENTS"“Buyer's Closing Documents”), each of the Buyer's Closing Documents will constitute the legal, valid, valid and binding obligation of Buyer, enforceable against it Buyer in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Buyer's Closing Documents and to perform its obligations under this Agreement and the Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, valid and binding obligation of Buyer, enforceable against it Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Master Assignment and Assumption Agreement, and each of the documents and instruments other agreement to be executed and or delivered by Buyer at Closing pursuant to SECTION 1.7(B) (collectively, the "BUYER'S CLOSING DOCUMENTS"“Buyer’s Closing Documents”), each of the Buyer's ’s Closing Documents will constitute the legal, valid, valid and binding obligation of Buyer, enforceable against it Buyer in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Buyer's ’s Closing Documents and to perform its obligations under this Agreement and the Buyer's ’s Closing Documents, and such action has been duly authorized by all necessary corporate action.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, valid and binding obligation of Buyer, enforceable against it Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Assignment and Assumption Agreement, the Escrow Agreement and each of the documents and instruments other agreement to be executed and or delivered by Buyer at Closing pursuant to SECTION 1.7(B) (collectively, the "BUYER'S CLOSING DOCUMENTS"“Buyer’s Closing Documents”), each of the Buyer's ’s Closing Documents will constitute the legal, valid, valid and binding obligation of Buyer, enforceable against it Buyer in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Buyer's ’s Closing Documents and to perform its obligations under this Agreement and the Buyer's ’s Closing Documents, and such action has been duly authorized by all necessary corporate company action.

Authority; No Conflict. (a) This Agreement together with all other documents referenced herein to be executed by Buyer, constitutes the legal, valid, and binding obligation of Buyer, enforceable against it Buyer in accordance with its terms. Upon the execution and delivery by Buyer of each of the documents Employment Agreement, and instruments to be executed and delivered by Buyer at Closing pursuant to SECTION 1.7(B) the Promissory Note (collectively, the "BUYER'S CLOSING DOCUMENTSBuyer's Closing Documents"), each of the Buyer's Closing Documents will constitute the legal, valid, and binding obligation obligations of Buyer, enforceable against it Buyer in accordance with its their respective terms. Buyer has the absolute and unrestricted right, power power, and authority to execute and deliver this Agreement and the Buyer's Closing Documents (and any related documents in connection with this transaction) and to fully perform its obligations under this Agreement and the Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, valid and binding obligation of Buyer, enforceable against it Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Distribution Agreement, Assignment and Assumption Agreement, the Promissory Note and each of the documents and instruments other agreement to be executed and or delivered by Buyer at Closing pursuant to SECTION 1.7(B) (collectively, the "BUYER'S CLOSING DOCUMENTSBuyer's Closing Documents"), each of the Buyer's Closing Documents will constitute the legal, valid, valid and binding obligation of Buyer, enforceable against it Buyer in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Buyer's Closing Documents and to perform its obligations under this Agreement and the Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyerthe Purchaser, enforceable against it in accordance with its terms. Upon the execution and delivery by Buyer the Purchaser of each of the documents this Agreement and instruments any other document or agreement required to be executed and delivered by Buyer at Closing the Purchaser pursuant to SECTION 1.7(B) the terms of this Agreement (collectively, the "BUYER'S CLOSING DOCUMENTSPurchaser Closing Documents"), each of the Buyer's Agreement and Purchaser Closing Documents will constitute the legal, valid, valid and binding obligation obligations of Buyerthe Purchaser, enforceable against it in accordance with its their respective terms. Buyer The Purchaser has the absolute and unrestricted right, power power, and authority to execute and deliver this Agreement and the Buyer's Purchaser Closing Documents and to perform its respective obligations under this Agreement and the Buyer's Purchaser Closing Documents, and such action has been duly authorized by all necessary corporate action.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against it Buyer in accordance with its terms. Upon the execution and delivery by Buyer of each the Agreement with Controlling Shareholders, the Escrow Agreement, the Plan of Exchange, the documents General Release and instruments to be executed Settlement Agreement, and delivered by Buyer at Closing pursuant to SECTION 1.7(B) the Employment Agreements (collectively, the "BUYER'S CLOSING DOCUMENTSBuyer's Closing Documents"), each of the Buyer's Closing Documents will constitute the legal, valid, and binding obligation obligations of Buyer, enforceable against it Buyer in accordance with its their respective terms. Buyer has the absolute and unrestricted right, power power, and authority to execute and deliver this Agreement and the Buyer's Closing Documents and to perform its obligations under this Agreement and the Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action.