Common use of Authority; No Conflict Clause in Contracts

Authority; No Conflict. A. This Agreement constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms. Upon the execution and delivery by Seller of the closing documents set forth in Section 2.4A (collectively, the "Seller's Closing Documents"), the Seller's Closing Documents will constitute the legal, valid, and binding obligations of Seller, enforceable against Seller in accordance with their respective terms. Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller's Closing Documents and to perform his obligations under this Agreement and the Seller's Closing Documents.

Authority; No Conflict. A. (a) This Agreement constitutes the legal, valid, and binding obligation of SellerSellers, enforceable against Seller Sellers in accordance with its terms. Upon the execution and delivery by Seller Sellers of the closing documents set forth in Section 2.4A Escrow Agreement and the Sellers' Releases (collectively, the "Seller's Sellers' Closing Documents"), the Seller's Sellers' Closing Documents will constitute the legal, valid, and binding obligations of SellerSellers, enforceable against Seller Sellers in accordance with their respective terms. Seller has Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller's Sellers' Closing Documents and to perform his their obligations under this Agreement and the Seller's Sellers' Closing Documents.;

Authority; No Conflict. A. (a) This Agreement constitutes the legal, valid, and binding obligation of Seller. Upon the execution and delivery by Seller of each of the documents and instruments to be executed and delivered by Seller at Closing pursuant to SECTION 1.7(A) (collectively, the "SELLER'S CLOSING DOCUMENTS"), each of Seller's Closing Documents will constitute the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms. Upon the execution and delivery by Seller of the closing documents set forth in Section 2.4A (collectively, the "Seller's Closing Documents"), the Seller's Closing Documents will constitute the legal, valid, and binding obligations of Seller, enforceable against Seller in accordance with their respective terms. Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller's Closing Documents and to perform his its obligations under this Agreement and the Seller's Closing Documents, and such action has been duly authorized by all necessary action by Seller's Members.

Authority; No Conflict. A. (a) This Agreement constitutes the legal, valid, and binding obligation of Seller, Sellers enforceable against Seller them in accordance with its terms. Upon the execution and delivery or exchange by Seller Sellers or the Acquired Company of this Agreement and the closing documents set forth in Section 2.4A Sections 2.3, 7.4, and otherwise (collectively, the "Seller's Sellers' Closing Documents"), the Seller's Sellers' Closing Documents will constitute the legal, valid, and binding obligations of SellerSellers, enforceable against Seller them in accordance with their respective terms. Seller has Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller's Sellers' Closing Documents and to perform his their obligations under this Agreement and the Seller's Sellers' Closing Documents.

Authority; No Conflict. A. This (a) Upon obtaining the Approval Order, this Agreement constitutes shall constitute the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms. Upon the their execution and delivery by Seller at the Closing, each of the closing documents set forth in Section 2.4A (collectively, the "Seller's Closing Documents"), the Seller's Seller Closing Documents will constitute the legal, valid, and binding obligations of Seller, enforceable against Seller in accordance with their respective terms. Subject to obtaining the Approval Order and applicable provisions of bankruptcy law, Seller has the absolute and unrestricted right, full partnership power, authority, and capacity to execute and deliver this Agreement and each of the Seller's Seller Closing Documents and to perform his its obligations under this Agreement hereunder and the Seller's Closing Documentsthereunder.

Authority; No Conflict. A. (a) This Agreement constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms. Upon the execution and delivery by Seller of the closing documents set forth in Section 2.4A required to be delivered by Seller at Closing (collectively, the "Seller's Closing Documents"), the Seller's Closing Documents will constitute the legal, valid, and binding obligations of Seller, enforceable against Seller in accordance with their respective terms. Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller's Closing Documents and to perform his their obligations under this Agreement and the Seller's Closing Documents.

Authority; No Conflict. A. (a) This Agreement constitutes the legal, valid, and binding obligation of SellerSellers, enforceable against Seller Sellers in accordance with its terms. Upon the execution and delivery by Seller Sellers of the closing documents set forth in Section 2.4A Employment Agreements and the Sellers' Releases (collectively, the "Seller's Sellers' Closing Documents"), the Seller's Sellers' Closing Documents will constitute the legal, valid, and binding obligations of SellerSellers, enforceable against Seller Sellers in accordance with their respective terms. Seller has Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller's Sellers' Closing Documents and to perform his their obligations under this Agreement and the Seller's Sellers' Closing Documents.

Authority; No Conflict. A. (a) This Agreement constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms. Upon the execution and delivery by Seller of the closing documents set forth in Section 2.4A Seller's Release, and the Assignment of Ownership Interest (collectively, the "Seller's ' Closing Documents"), the Seller's ' Closing Documents will constitute the legal, valid, and binding obligations of Seller, enforceable against Seller in accordance with their respective terms. Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller's Closing Documents and to perform his her obligations under this Agreement and the Seller's Closing Documents.

Authority; No Conflict. A. (a) This Agreement constitutes the legal, valid, and binding obligation of SellerSellers, enforceable against each Seller in accordance with its terms. Upon the execution and delivery by Seller Sellers of the closing documents set forth described in Section 2.4A 2.6(a) (collectively, the "Seller's Seller Closing Documents"), the Seller's Seller Closing Documents will constitute the legal, valid, and binding obligations of Seller, Sellers enforceable against Seller Sellers in accordance with their respective terms. Seller has Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller's Seller Closing Documents and to perform his their respective obligations under this Agreement and the Seller's applicable Seller Closing Documents.

Authority; No Conflict. A. (a) This Agreement constitutes the legal, valid, and binding obligation of SellerSellers, enforceable against Seller Sellers in accordance with its terms. Upon the execution and delivery by Seller Sellers of the closing documents set forth in Section 2.4A required to be delivered by Sellers at Closing (collectively, the "Seller's Sellers' Closing Documents"), the Seller's Sellers' Closing Documents will constitute the legal, valid, and binding obligations of SellerSellers, enforceable against Seller Sellers in accordance with their respective terms. Seller has Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller's Sellers' Closing Documents and to perform his their obligations under this Agreement and the Seller's Sellers' Closing Documents.

Authority; No Conflict. A. (a) This Agreement constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms. Upon the execution and delivery by Seller of the closing documents set forth in Section 2.4A Escrow Agreement and the Employment Agreement (collectively, the "“Seller's ’s Closing Documents"”), the Seller's ’s Closing Documents will constitute the legal, valid, and binding obligations of Seller, enforceable against Seller in accordance with their respective terms. Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller's ’s Closing Documents and to perform his obligations under this Agreement and the Seller's ’s Closing Documents.

Authority; No Conflict. A. (a) This Agreement constitutes the legal, valid, and binding obligation of each Seller, enforceable against each Seller in accordance with its terms. Upon the execution and delivery by Seller Sellers of the closing documents set forth in Section 2.4A Agreement; the respective Employment Agreements (collectively, the "Seller's “Sellers’ Closing Documents"”), the Seller's Sellers’ Closing Documents will constitute the legal, valid, and binding obligations of each Seller, enforceable against each Seller in accordance with their respective terms. Each Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller's Sellers’ Closing Documents and to perform his their obligations under this Agreement and the Seller's Sellers’ Closing Documents.

Authority; No Conflict. A. (a) This Agreement constitutes the legal, valid, and binding obligation of SellerSellers, enforceable against Seller Sellers in accordance with its terms. Upon the execution and delivery by Seller Sellers of the closing documents set forth in Sellers will deliver pursuant to Section 2.4A 2.4(a) (collectively, the "Seller's Sellers' Closing Documents"), the Seller's Sellers' Closing Documents will constitute the legal, valid, and binding obligations of SellerSellers, enforceable against Seller Sellers in accordance with their respective terms. Seller has Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller's Sellers' Closing Documents and to perform his their obligations under this Agreement and the Seller's Sellers' Closing Documents.

Authority; No Conflict. A. (a) This Agreement constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms. Upon the execution and delivery by Seller of the closing documents set forth in Section 2.4A Employment Agreement and Seller's Release (collectively, the "Seller's Closing Documents"), the Seller's Closing Documents will constitute the legal, valid, and binding obligations of Seller, enforceable against Seller in accordance with their respective terms. Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller's Closing Documents and to perform his obligations under this Agreement and the such Seller's Closing Documents.

Authority; No Conflict. A. (a) This Agreement constitutes the legal, valid, and binding obligation of Seller. Upon the execution and delivery by Seller of each of the documents and instruments to be executed and delivered by Seller at Closing pursuant to Section 1.7(a) (collectively, the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms. Upon the execution and delivery by Seller of the closing documents set forth in Section 2.4A (collectively, the "Seller's Closing Documents"), the Seller's Closing Documents will constitute the legal, valid, and binding obligations of Seller, enforceable against Seller in accordance with their respective terms. Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller's ’s Closing Documents and to perform his its obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary action by Seller’s Members.

Authority; No Conflict. A. (a) This Agreement constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms. Upon the execution and delivery by Seller of the closing documents set forth in Section 2.4A Termination and Release (collectively, the "“Seller's ’s Closing Documents"”), the Seller's ’s Closing Documents will constitute the legal, valid, and binding obligations of Seller, enforceable against Seller in accordance with their respective terms. Seller has the absolute and unrestricted right, power, authority, power and capacity authority to execute and deliver this Agreement and the Seller's ’s Closing Documents and and, subject to Seller obtaining the Consents set forth in Schedule 3.2, to perform his its obligations under this Agreement and the Seller's ’s Closing Documents.

Authority; No Conflict. A. (a) This Agreement constitutes and Seller’s Closing Documents constitute the legal, valid, and binding obligation of the Seller, enforceable against the Seller in accordance with its terms. Upon the execution and delivery by Seller of the closing documents set forth in Section 2.4A (collectively, the "Seller's Closing Documents"), the Seller's Closing Documents will constitute the legal, valid, and binding obligations of Seller, enforceable against Seller in accordance with their respective terms. The Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller's ’s Closing Documents and to perform his its obligations under this Agreement and the Seller's ’s Closing Documents. Each person signing this Agreement and Seller’s Closing Documents on behalf of Seller has all requisite legal authority to execute and deliver this Agreement and Seller’s Closing Documents.

Authority; No Conflict. A. (a) This Agreement constitutes the legal, valid, and binding obligation of such Seller, enforceable against such Seller in accordance with its terms. Upon The Power-of-Attorney set forth herein and, upon the execution and delivery by Seller Sellers' Representative of the closing documents set forth in Section 2.4A Escrow Agreement (collectively, the "Seller's Sellers' Closing Documents"), the Seller's Closing Documents will constitute the legal, valid, valid and binding obligations of such Seller, enforceable against such Seller in accordance with their respective terms. Such Seller has all the absolute and unrestricted necessary right, power, authority, authority and capacity to execute and deliver this Agreement and the Seller's Sellers' Closing Documents and to perform his such Seller's obligations under this Agreement and the Seller's Sellers' Closing Documents.

Authority; No Conflict. A. (a) This Agreement constitutes the legal, valid, and binding obligation of SellerSellers and N21, enforceable against Seller Sellers and N21 in accordance with its terms. Upon the execution and delivery by Seller Sellers of the closing documents set forth in required of them under Section 2.4A 2.4 (collectively, the "Seller's Sellers' Closing Documents"), the Seller's Sellers' Closing Documents will constitute the legal, valid, and binding obligations of SellerSellers, enforceable against Seller Sellers in accordance with their respective terms. Seller has , Sellers and N21 have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller's Sellers' Closing Documents and to perform his their obligations under this Agreement and the Seller's Sellers' Closing Documents.

Authority; No Conflict. A. (a) This Agreement constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms. Upon the execution and delivery by Seller of the closing documents set forth in Section 2.4A Shareholders Agreement (collectively, the "“Seller's ’s Closing Documents"”), the Seller's ’s Closing Documents will constitute the legal, valid, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms. Seller has all the absolute and unrestricted necessary right, power, authority, authority and capacity to execute and deliver this Agreement and the Seller's ’s Closing Documents and to perform his its obligations under this Agreement and the Seller's ’s Closing Documents.

Authority; No Conflict. A. (a) This Agreement constitutes the legal, valid, and binding obligation of SellerSellers, enforceable against Seller Sellers in accordance with its terms. Upon the execution and delivery by Seller of the closing documents set forth in Section 2.4A The Employment Agreements (collectively, with this Agreement, the Disclosure Letter and all certificates of Sellers delivered under this Agreement, the ("Seller's Sellers' Closing Documents"), the Seller's Closing Documents will ) constitute the legal, valid, and binding obligations of SellerSellers, enforceable against Seller Sellers in accordance with their respective terms. Seller has Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller's Sellers' Closing Documents and to perform his their obligations under this Agreement and the Seller's Sellers' Closing Documents.

Authority; No Conflict. A. (a) This Agreement constitutes the legal, valid, and binding obligation of Seller. Upon the execution and delivery by Seller of each of the documents and instruments to be executed and delivered by Seller at Closing pursuant to SECTION 1.7(A) (collectively, the "SELLER'S CLOSING DOCUMENTS"), each of Seller's Closing Documents will constitute the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms. Upon the execution and delivery by Seller of the closing documents set forth in Section 2.4A (collectively, the "Seller's Closing Documents"), the Seller's Closing Documents will constitute the legal, valid, and binding obligations of Seller, enforceable against Seller in accordance with their respective terms. Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller's Closing Documents and to perform his its obligations under this Agreement and the Seller's Closing Documents, and such action has been duly authorized by all necessary action by Seller's Shareholders.

Authority; No Conflict. A. (a) This Agreement constitutes the legal, valid, and binding obligation of SellerSellers, enforceable against Seller Sellers in accordance with its terms. Upon the execution and delivery by Seller Sellers of the closing documents set forth in Section 2.4A Sellers' Release and MIS Contract (collectively, the "Seller's Sellers' Closing Documents"), the Seller's Sellers' Closing Documents will constitute the legal, valid, and binding obligations of SellerSellers, enforceable against Seller Sellers in accordance with their respective terms. Seller has Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller's Sellers' Closing Documents and to perform his its obligations under this Agreement and the Seller's Sellers' Closing Documents.

Authority; No Conflict. A. (a) This Agreement constitutes the legal, valid, and binding obligation of SellerSellers, enforceable against Seller Sellers in accordance with its terms. Upon the execution and delivery by Seller Sellers of the closing documents set forth in Section 2.4A Employment Agreements and, the Sellers' Releases (collectively, the "Seller's Sellers' Closing Documents"), the Seller's Sellers' Closing Documents will constitute the legal, valid, and binding obligations of SellerSellers, enforceable against Seller Sellers in accordance with their respective terms. Seller has Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller's Sellers' Closing Documents and to perform his their obligations under this Agreement and the Seller's Sellers' Closing Documents.

Authority; No Conflict. A. (a) This Agreement constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms. Upon the execution and delivery by Seller of the closing documents set forth in Section 2.4A written assurances as Plum reasonably requests that Seller execute and deliver (collectively, the "“Seller's ’s Closing Documents"”), the Seller's ’s Closing Documents will constitute the legal, valid, and binding obligations of Seller, enforceable against Seller in accordance with their respective terms. Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller's ’s Closing Documents and to perform his their obligations under this Agreement and the Seller's ’s Closing Documents. Each of this Agreement and the Seller’s Closing Documents required to be delivered by the Seller at Closing has been duly authorized by the Seller.

Authority; No Conflict. A. (a) This Agreement constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms. Upon the execution and delivery by Seller of the closing documents set forth in Section 2.4A Escrow Agreement, the Employment Agreements and the Seller’s Release, (collectively, the "“Seller's ’s Closing Documents"”), the Seller's ’s Closing Documents will constitute the legal, valid, and binding obligations of Seller, enforceable against Seller in accordance with their respective terms. Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller's ’s Closing Documents and to perform his obligations under this Agreement and the Seller's ’s Closing Documents.

Authority; No Conflict. A. (a) This Agreement constitutes the legal, valid, and binding obligation of SellerSellers , enforceable against Seller Sellers in accordance with its terms. Upon the execution and delivery by Seller Sellers of the closing documents set forth in Section 2.4A Escrow Agreement and the Releases (collectively, the "Seller's “Sellers’ Closing Documents"”), the Seller's Sellers’ Closing Documents will constitute the legal, valid, and binding obligations of SellerSellers, enforceable against Seller Sellers in accordance with their respective terms. Seller has Sellers have the absolute and unrestricted right, power, authority, and capacity to execute - - and deliver this Agreement and the Seller's Sellers’ Closing Documents and to perform his their obligations under this Agreement and the Seller's Sellers’ Closing Documents.

Authority; No Conflict. A. (a) This Agreement constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms. Upon the execution and delivery by Seller of the any certificates or other required closing documents set forth in Section 2.4A (collectively, the "Seller's Closing Documents"), the Seller's Closing Documents will constitute the legal, valid, and binding obligations of Seller, enforceable against Seller in accordance with their respective terms. Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller's Closing Documents and to perform his its obligations under this Agreement and the Seller's Closing Documents.

Authority; No Conflict. A. (a) This Agreement constitutes the legal, valid, and binding obligation of SellerSellers, enforceable against Seller Sellers in accordance with its terms. Upon the execution and delivery by Seller Sellers of the closing documents set forth in Section 2.4A Sellers' Releases (collectively, the "Seller's Sellers' Closing Documents"), the Seller's Sellers' Closing Documents will constitute the legal, valid, and binding obligations of SellerSellers, enforceable against Seller Sellers in accordance with their respective terms. Seller has Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller's Sellers' Closing Documents and to perform his their obligations under this Agreement and the Seller's Sellers' Closing Documents.

Authority; No Conflict. A. a. This Agreement constitutes the legal, valid, and binding obligation of SellerSellers, enforceable against Seller Sellers in accordance with its their terms. Upon the execution and delivery by Seller Sellers of all of the closing documents set forth required to be delivered in Section 2.4A 7.4 herein (collectively, the "Seller's Sellers' Closing Documents"), the Seller's Sellers' Closing Documents will constitute the legal, valid, and binding obligations of SellerSellers, enforceable against Seller Sellers in accordance with their respective terms. Seller has Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller's Sellers' Closing Documents and to perform his their obligations under this Agreement and the Seller's Sellers' Closing Documents.

Authority; No Conflict. A. (a) This Agreement constitutes the legal, valid, and binding obligation of Seller, Seller enforceable against Seller in accordance with its terms. Upon the execution and delivery by Seller of this Agreement and the closing documents set forth in Section 2.4A Escrow Agreement (collectively, the "Seller's Closing Documents"), the Seller's ---------------------------- Closing Documents will constitute the legal, valid, and binding obligations of Seller, enforceable against Seller him in accordance with their respective terms. Each of the Seller and the Company has the absolute and unrestricted right, power, authority, authority and capacity to execute and deliver this Agreement and the Seller's Closing Documents and to perform his their respective obligations under this Agreement and the Seller's Closing Documents.

Authority; No Conflict. A. (a) This Agreement constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms. Upon the execution and delivery by Seller of the closing documents set forth in Section 2.4A LLC Agreement and the Members’ Agreement (collectively, the "“Seller's ’s Closing Documents"”), the Seller's ’s Closing Documents will constitute the legal, valid, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms. Seller has all the absolute and unrestricted necessary right, power, authority, authority and capacity to execute and deliver this Agreement and the Seller's ’s Closing Documents and to perform his its obligations under this Agreement and the Seller's ’s Closing Documents.

Authority; No Conflict. A. (a) This Agreement constitutes the legal, valid, and binding obligation of SellerSellers and the Company, enforceable against Seller Sellers and the Company in accordance with its terms. Upon the execution and delivery by Seller Sellers of the closing documents set forth in Section 2.4A (collectivelySellers’ Closing Certificate, the "Seller's Sellers’ Closing Documents"), the Seller's Closing Documents Certificate will constitute the legal, valid, and binding obligations of SellerSellers and the Company, enforceable against Seller Sellers and the Company in accordance with their respective terms. Seller has Sellers and the Company have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller's Sellers’ Closing Documents Certificate and to perform his their respective obligations under this Agreement and the Seller's Sellers’ Closing DocumentsCertificate.

Authority; No Conflict. A. 1) This Agreement constitutes the legal, valid, and binding obligation of each Seller, enforceable against each Seller in accordance with its terms. Upon the execution and delivery by Seller of the closing documents set forth in Section 2.4A (collectively, the "Seller's Closing Documents"), the Seller's The Sellers’ Closing Documents will constitute the legal, valid, and binding obligations of each Seller, enforceable against each Seller in accordance with their respective terms. Each Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller's Sellers’ Closing Documents and to perform his or her obligations under this Agreement and the Seller's Sellers’ Closing Documents.

Authority; No Conflict. A. (a) This Agreement constitutes the legal, valid, and binding obligation of SellerSellers, enforceable against Seller Sellers in accordance with its terms. Upon the execution and delivery by Seller Sellers of the closing documents set forth in Section 2.4A Noncompetition Agreements (collectively, the "Seller's Sellers' Closing Documents"), the Seller's Sellers' Closing Documents will constitute the legal, valid, and binding obligations of SellerSellers, enforceable against Seller Sellers in accordance with their respective terms. Seller has Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller's Sellers' Closing Documents and to perform his their obligations under this Agreement and the Seller's Sellers' Closing Documents.

Authority; No Conflict. A. (a) This Agreement constitutes the legal, valid, and binding obligation of SellerSellers, enforceable against Seller Sellers in accordance with its terms. Upon the execution and delivery by Seller Sellers of the closing documents set forth in Section 2.4A Employment Agreements, and the Sellers' Releases (collectively, the "Seller's Sellers' Closing Documents"), the Seller's Sellers' Closing Documents will constitute the legal, valid, and binding obligations of SellerSellers, enforceable against Seller Sellers in accordance with their respective terms. Seller has Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller's Sellers' Closing Documents and to perform his their obligations under this Agreement and the Seller's Sellers' Closing Documents.

Authority; No Conflict. A. (a) This Agreement constitutes the legal, valid, and binding obligation of SellerSellers, enforceable against Seller Sellers in accordance with its terms. Upon the execution and delivery by Seller each of the closing documents set forth in Section 2.4A Sellers of the Employment Agreements (collectively, the "Seller's Sellers' Closing Documents"), the Seller's Sellers' Closing Documents will constitute the legal, valid, and binding obligations of SellerSellers, enforceable against Seller Sellers in accordance with their respective terms. Seller has Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller's Sellers' Closing Documents and to perform his their obligations under this Agreement and the Seller's Sellers' Closing Documents.

Authority; No Conflict. A. (a) This Agreement constitutes the legal, valid, and binding obligation of SellerSellers, enforceable against Seller Sellers in accordance with its terms. Upon the execution and delivery by Seller Sellers of the closing this Agreement and all documents set forth in Section 2.4A to be executed herewith (collectively, the "Seller's Sellers' Closing Documents"), the Seller's Sellers' Closing Documents will constitute the legal, valid, and binding obligations obligation of SellerSellers, enforceable against Seller Sellers in accordance with their respective terms. Seller has Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller's Sellers' Closing Documents and to perform his their obligations under this Agreement and the Seller's Sellers' Closing Documents.

Authority; No Conflict. A. This (a) Upon entry of the Approval Order, this Agreement constitutes will constitute the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms. Upon the their execution and delivery by Seller at the Closing, each of the closing documents set forth in Section 2.4A (collectively, the "Seller's Closing Documents"), the Seller's Seller Closing Documents will constitute the legal, valid, and binding obligations of Seller, enforceable against Seller in accordance with their respective terms. Subject to obtaining the Approval Order and applicable provisions of bankruptcy law, Seller has the absolute and unrestricted right, full partnership power, authority, and capacity to execute and deliver this Agreement and each of the Seller's Seller Closing Documents and to perform his its obligations under this Agreement hereunder and the Seller's Closing Documentsthereunder.

Authority; No Conflict. A. (a) This Agreement constitutes the legal, valid, and binding obligation of SellerSellers, enforceable against Seller Sellers in accordance with its terms. Upon the execution and delivery by Seller Sellers of the closing documents set forth in Section 2.4A Escrow Agreement and the Nonsolicitation and Nonacceptance Agreement (collectively, the "Seller's Sellers' Closing Documents"), the Seller's Sellers' Closing Documents will constitute the legal, valid, and binding obligations of SellerSellers, enforceable against Seller Sellers in accordance with their respective terms. Seller has Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller's Sellers' Closing Documents and to perform his their obligations under this Agreement and the Seller's Sellers' Closing Documents.

Authority; No Conflict. A. This Agreement constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms. Upon the execution and delivery by Seller of the closing documents set forth in Section 2.4A 2.5A (collectively, the "Seller's Closing Documents"), the Seller's Closing Documents will constitute the legal, valid, and binding obligations of Seller, enforceable against Seller in accordance with their respective terms. Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller's Closing Documents and to perform his obligations under this Agreement and the Seller's Closing Documents.

Authority; No Conflict. A. (a) This Agreement constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms. Upon the execution and delivery by Seller of the closing documents set forth described in Section 2.4A 2.6(a) (collectively, the "Seller's Seller Closing Documents"), the Seller's Seller Closing Documents will constitute the legal, valid, and binding obligations of Seller, Seller enforceable against Seller in accordance with their respective terms. Seller has the absolute and unrestricted corporate right, power, authority, and capacity to execute and deliver this Agreement and the Seller's Seller Closing Documents and to perform his its obligations under this Agreement and the Seller's applicable Seller Closing Documents.

Authority; No Conflict. A. 3.2.1. This Agreement constitutes the legal, valid, and binding obligation of SellerSellers, enforceable against Seller Sellers in accordance with its their terms. Upon the execution and delivery by Seller Sellers of all of the closing documents set forth required to be delivered in Section 2.4A 7.4 herein (collectively, the "Seller's Sellers' Closing Documents"), the Seller's Sellers' Closing Documents will constitute the legal, valid, and binding obligations of SellerSellers, enforceable against Seller Sellers in accordance with their respective terms. Seller has Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller's Sellers' Closing Documents and to perform his their obligations under this Agreement and the Seller's Sellers' Closing Documents.

Authority; No Conflict. A. (a) This Agreement constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms. Upon the execution and delivery by Seller of this Agreement, the closing documents set forth in Section 2.4A Escrow Agreement and the Non-Competition Agreement (collectively, the "“Seller's ’s Closing Documents"”), the Seller's ’s Closing Documents will constitute the legal, valid, and binding obligations of Seller, enforceable against Seller in accordance with their respective terms. Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller's ’s Closing Documents and to perform his its obligations under this Agreement and the Seller's ’s Closing Documents.

Authority; No Conflict. A. (a) This Agreement constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms. Upon the execution and delivery by Seller of the closing documents set forth in Section 2.4A Employment and Consulting Agreements, (collectively, the "Seller's Closing Documents"), the Seller's Closing Documents will constitute the legal, valid, and binding obligations of Seller, enforceable against Seller in accordance with their respective terms. Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller's Closing Documents and to perform his its obligations under this Agreement and the Seller's Closing Documents.

Authority; No Conflict. A. (a) This Agreement constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms. Upon the execution and delivery by Seller of the closing documents set forth in Section 2.4A Employment Agreement and the Seller’s Release (collectively, the "“Seller's ’s Closing Documents"”), the Seller's ’ Closing Documents will constitute the legal, valid, and binding obligations of Seller, enforceable against Seller in accordance with their respective terms. Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller's ’s Closing Documents and to perform his their obligations under this Agreement and the Seller's ’s Closing Documents.

Authority; No Conflict. A. (a) This Agreement constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms. Upon the execution and delivery by Seller of the closing documents set forth Seller's Release and the assignment referenced to in Section 2.4A 2.4(a)(i) (collectively, the "Seller's Closing Documents"), the Seller's Closing Documents will constitute the legal, valid, and binding obligations of Seller, enforceable against Seller in accordance with their respective terms. Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller's Closing Documents and to perform his its obligations under this Agreement and the Seller's Closing Documents.

Authority; No Conflict. A. This Agreement constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms. Upon the execution and delivery by Seller of documents to which it is a party that are necessary for effectuating the closing documents set forth in Section 2.4A Contemplated Transactions (collectively, the "“Seller's ’s Closing Documents"”), the Seller's ’s Closing Documents will constitute the legal, valid, and binding obligations of Seller, enforceable against Seller in accordance with their respective terms. Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller's ’s Closing Documents and to perform his its obligations under this Agreement and the Contemplated Transactions and the Seller's ’s Closing Documents.

Authority; No Conflict. A. (a) This Agreement constitutes the legal, valid, and binding obligation of such Seller, enforceable against such Seller in accordance with its terms. Upon The Post-Closing Escrow Agreement, and any other documents executed and delivered by Sellers at the execution and delivery by Seller of the closing documents set forth in Section 2.4A Closing (collectively, the "Seller's Sellers' Closing Documents"), the Seller's Closing Documents will ) constitute the legal, valid, and binding obligations of such Seller, enforceable against such Seller in accordance with their respective terms. Such Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller's Sellers' Closing Documents and to perform his its obligations under this Agreement and the Seller's Sellers' Closing Documents.

Authority; No Conflict. A. a. This Agreement constitutes and the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms. Upon the execution and delivery by Seller of the closing documents set forth in Section 2.4A (collectively, the "Seller's Closing Documents"), the Seller's Closing Documents listed below constitute or will constitute the legal, valid, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms. , except as such may be subject to or limited by applicable bankruptcy, insolvency or other similar laws and interpretations or affecting the rights and remedies of creditors generally or the effect of general principles of equity (regardless of whether enforcement is considered in proceedings at law or equity) and public policy and Seller has have the absolute and unrestricted right, power, authority, authority and capacity to execute and deliver this Agreement and the Seller's Closing Documents and to perform his obligations under this Agreement and the Seller's Closing DocumentsBuyer.

Authority; No Conflict. A. 3.2.1 This Agreement constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms. Upon Seller's assignment and delivery of the Shares and execution and delivery by Seller of the closing documents set forth described in Section 2.4A 2.4.1 (collectively, the "Seller's Closing Documents"), the Seller's Closing Documents will constitute the legal, valid, and binding obligations of Seller, enforceable against Seller in accordance with their respective terms. Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller's Closing Documents and to perform his obligations under this Agreement and the Seller's Closing Documents.

Authority; No Conflict. A. (a) This Agreement constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms. Upon , except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws from time to time in effect which affect the execution and delivery rights of creditors generally or by Seller limitations upon the availability of the closing documents set forth in Section 2.4A (collectively, the "Seller's Closing Documents"), the Seller's Closing Documents will constitute the legal, valid, and binding obligations of Seller, enforceable against Seller in accordance with their respective termsequitable remedies. Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller's ’s Closing Documents and to perform his its obligations under this Agreement and the Seller's ’s Closing Documents.

Authority; No Conflict. A. (a) This Agreement constitutes the legal, valid, and binding obligation of SellerSellers, enforceable against Seller Sellers in accordance with its terms. Upon the execution and delivery by Seller Sellers of the closing documents set forth in Section 2.4A Escrow Agreement, the Consulting Agreement and the Noncompetition Agreement (collectively, the "Seller's Sellers' Closing Documents"), the Seller's Sellers' Closing Documents will constitute the legal, valid, and binding obligations of SellerSellers, enforceable against Seller Sellers in accordance with their respective terms. Seller has Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller's Sellers' Closing Documents and to perform his their obligations under this Agreement and the Seller's Sellers' Closing Documents.

Authority; No Conflict. A. (a) This Agreement constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms. Upon the execution and delivery by Seller of the closing documents set forth in Section 2.4A Seller's Releases, and the Noncompetition Agreements (collectively, the "Seller's Closing Documents"), the Seller's Closing Documents will constitute the legal, valid, and binding obligations of Seller, enforceable against Seller in accordance with their respective terms. Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller's Closing Documents and to perform his their obligations under this Agreement and the Seller's Closing Documents.

Authority; No Conflict. A. (a) This Agreement constitutes the legal, valid, and binding obligation of SellerSellers, enforceable against Seller Sellers in accordance with its terms. Upon the execution and delivery by Seller Sellers of the closing documents set forth identified in Section 2.4A Article 2.4(a) above, (collectively, the "Seller's Sellers' Closing Documents"), the Seller's Sellers' Closing Documents will constitute the legal, valid, and binding obligations of SellerSellers, enforceable against Seller Sellers in accordance with their respective terms. Seller has Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller's Sellers' Closing Documents and to perform his their obligations under this Agreement and the Seller's Sellers' Closing Documents.

Authority; No Conflict. A. This Agreement constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms. (a) Upon the execution and delivery by Seller of the closing documents set forth in Section 2.4A (collectivelyClosing Documents, the "Seller's Closing Documents"), the Seller's Closing Documents will constitute the legal, valid, and binding obligations of Seller, enforceable against Seller in accordance with their respective terms. The execution of the Closing Documents by Seller and the performance of the Contemplated Transactions do not conflict with any provision of the Organizational Documents of Seller. Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller's Closing Documents and to perform his the obligations under this Agreement and the Seller's Closing Documents.

Authority; No Conflict. A. (a) This Agreement constitutes the legal, valid, and binding obligation of SellerSellers, enforceable against Seller Sellers in accordance with its terms. Upon the execution and delivery by Seller Sellers of the closing documents set forth in Section 2.4A Employment Agreements and the Noncompetition Agreements (collectively, the "Seller's Sellers' Closing Documents"), the Seller's Sellers' Closing Documents will constitute the legal, valid, and binding obligations of SellerSellers, enforceable against Seller Sellers in accordance with their respective terms. Each Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller's Sellers' Closing Documents and to perform his their obligations under this Agreement and the Seller's Sellers' Closing Documents.

Authority; No Conflict. A. (a) This Agreement constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms. Upon the execution and delivery by Seller of the closing documents set forth in Section 2.4A Seller’s Releases and this Agreement (collectively, the "“Seller's ’s Closing Documents"”), the Seller's ’s Closing Documents will constitute the legal, valid, and binding obligations of Seller, enforceable against Seller in accordance with their respective terms. Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller's ’s Closing Documents and to perform his its obligations under this Agreement and the Seller's ’s Closing Documents.

Authority; No Conflict. A. 1) This Agreement constitutes the legal, valid, and binding obligation of each Seller, enforceable against each Seller in accordance with its terms. Upon the execution and delivery by the Seller of the closing documents set forth in Section 2.4A (collectivelyEmployment Agreement, the "Seller's Closing Documents"), the Seller's Sellers’ Closing Documents will constitute the legal, valid, and binding obligations of each Seller, enforceable against each Seller in accordance with their respective terms. Each Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller's Sellers’ Closing Documents and to perform his or her obligations under this Agreement and the Seller's Sellers’ Closing Documents.

Authority; No Conflict. A. (a) This Agreement constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms. Upon the execution and delivery by Seller to Buyer of this Agreement and the closing documents set forth in Section 2.4A List of Exceptions (collectively, the "“Seller's ’s Closing Documents"”), the Seller's ’s Closing Documents will constitute the legal, valid, and binding obligations of Seller, enforceable against Seller in accordance with their respective terms. Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller's ’s Closing Documents and to perform his their obligations under this Agreement and the Seller's ’s Closing Documents.