Common use of Authority; No Conflict Clause in Contracts

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against each Seller in accordance with its terms. Upon the execution and delivery by Sellers of the documents described in Section 2.6(a) (collectively, the "Seller Closing Documents"), the Seller Closing Documents will constitute the legal, valid, and binding obligations of Sellers enforceable against Sellers in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller Closing Documents and to perform their respective obligations under this Agreement and the applicable Seller Closing Documents. (b) Except as set forth on Disclosure Schedule 3.2(b), neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Sellers' articles of incorporation or by-laws, or (B) any resolution adopted by the boards of directors or the stockholders of Sellers; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, or to exercise any remedy or obtain any relief in respect of the Contemplated Transactions, under any Legal Requirement or any Order to which Sellers, any Xxxxxx Asset or any Leased Equipment is or would be bound; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and that otherwise relates to, or affects, any Xxxxxx Asset or any Leased Equipment; (iv) to the Knowledge of Sellers, cause either Buyer to become subject to, or to become liable for the payment of, any tax (including, but not limited to, transfer, sales, income, gross receipts, license, payroll, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated Transactions; or (v) result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset or any Leased Equipment, which will not be removed prior to Closing, except for Sellers' rights under this Agreement.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellersthe Company, enforceable against each Seller the Company in accordance with its terms. Upon Sellers and the execution and delivery by Sellers of the documents described in Section 2.6(a) (collectively, the "Seller Closing Documents"), the Seller Closing Documents will constitute the legal, valid, and binding obligations of Sellers enforceable against Sellers in accordance with their respective terms. Sellers Company have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller Closing Documents other documents required to be delivered hereunder and to perform their respective obligations under this Agreement and the applicable Seller Closing DocumentsAgreement. (b) Except as set forth on Disclosure Schedule 3.2(b), neither Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Sellers' articles Organizational Documents of incorporation or by-lawsthe Company, or (B) any resolution adopted by the boards board of directors or the stockholders of Sellersthe Company; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, Transactions or to exercise any remedy or obtain any relief in respect of the Contemplated Transactionsunder, under any Legal Requirement or any Order to which the Company or Sellers, any Xxxxxx Asset or any Leased Equipment is of the assets owned or would used by the Company, may be boundsubject; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and the Company or that otherwise relates toto the business of, or affectsany of the assets owned or used by, any Xxxxxx Asset or any Leased Equipmentthe Company; (iv) to cause Buyer or the Knowledge of Sellers, cause either Buyer Company to become subject to, or to become liable for the payment of, any tax Tax; (includingv) cause any of the assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental Body; (vi) contravene, but not limited toconflict with, transferor result in a violation or breach of any provision of, salesor give any Person the right to declare a default or exercise any remedy under, incomeor to accelerate the maturity or performance of, gross receiptsor to cancel, licenseterminate, payrollor modify, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated TransactionsApplicable Contract; or (vvii) result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset of the assets owned or used by the Company. Neither Sellers nor the Company is or will be required to give any Leased Equipment, which will not be removed prior notice to Closing, except for Sellers' rights under or obtain any consent from any Person in connection with the execution and delivery of this AgreementAgreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against each Seller Sellers in accordance with its terms. Upon the execution and delivery by Sellers of the documents described in Section 2.6(a) required to be delivered by Sellers at Closing (collectively, the "Seller Sellers' Closing Documents"), the Seller Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers Sellers, enforceable against Sellers in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller Sellers' Closing Documents and to perform their respective obligations under this Agreement and the applicable Seller Sellers' Closing Documents. (b) Except as set forth on Disclosure Schedule 3.2(b), neither Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Sellers' articles Organizational Documents of incorporation or by-lawsthe Company, or (B) any resolution adopted by the boards board of directors or the stockholders of Sellersthe Company; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, Transactions or to exercise any remedy or obtain any relief in respect of the Contemplated Transactionsunder, under any Legal Requirement or any Order to which Sellersthe Company or either Seller, any Xxxxxx Asset or any Leased Equipment is of the assets owned or would used by the Company, may be boundsubject; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and the Company or that otherwise relates toto the business of, or affectsany of the assets owned or used by, any Xxxxxx Asset or any Leased Equipmentthe Company; (iv) to cause Buyer or the Knowledge of Sellers, cause either Buyer Company to become subject to, or to become liable for the payment of, any tax Tax; (includingv) cause any of the assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental Body; (vi) contravene, but not limited toconflict with, transferor result in a violation or breach of any provision of, salesor give any Person the right to declare a default or exercise any remedy under, incomeor to accelerate the maturity or performance of, gross receiptsor to cancel, licenseterminate, payrollor modify, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated TransactionsApplicable Contract; or (vvii) result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset of the assets owned or used by the Company. Neither the Company nor any Leased Equipment, which Seller is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions. (c) Sellers are acquiring the Buyer's Stock for their own account and not be removed prior with a view to Closing, except for Sellers' rights their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under this Agreementthe Securities Act.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against each Seller in accordance with its terms. Upon the execution and delivery by Sellers Buyer and Buyer UK Sub of this Agreement and the documents described in Section 2.6(a) Investor Rights Agreement, the Escrow Agreement, the Security Agreement, the Pledge Agreement, Parent’s Short Term Note and Parent’s A-Note, as applicable (collectively, the "Seller “Buyer’s Closing Documents"”), the Seller assuming due execution by all relevant parties (provided no such assumption applies to Buyer or Buyer UK Sub) Buyer’s Closing Documents will constitute the legal, valid, and binding obligations of Sellers Buyer and Buyer UK Sub, as applicable, enforceable against Sellers such parties in accordance with their respective terms. Sellers Buyer and Buyer UK Sub each have the absolute and unrestricted right, corporate power, authority, and capacity authority to execute and deliver this Agreement and the Seller Buyer’s Closing Documents to which they are a party and to perform their respective its obligations under this Agreement and the applicable Seller Buyer’s Closing Documents, as applicable. (b) Except as set forth on in the Buyer Disclosure Schedule 3.2(b)Schedule, neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions will will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Sellers' articles of incorporation or by-laws, or Buyer’s Organizational Documents; (Bii) conflict with any resolution adopted by the boards board of directors or the stockholders of Sellers; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, or to exercise any remedy or obtain any relief in respect of the Contemplated Transactions, under any Legal Requirement or any Order to which Sellers, any Xxxxxx Asset or any Leased Equipment is or would be boundBuyer; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or Legal Requirement to which Buyer is subject; (iv) give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, terminate or modify, modify any Governmental Authorization that is held by either Seller and that otherwise relates to, or affects, any Xxxxxx Asset or any Leased Equipment; (iv) to the Knowledge of Sellers, cause either Buyer to become subject to, or to become liable for the payment of, any tax (including, but not limited to, transfer, sales, income, gross receipts, license, payroll, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated Transactions; or (v) contravene, conflict with, or result in the imposition a violation or creation Breach of any Encumbrance upon provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contract to which Buyer is a party. Except as set forth in the Buyer Disclosure Schedule, Buyer is not required to obtain any Consent from any Person in connection with respect to the execution and delivery of this Agreement or the consummation or performance of any Xxxxxx Asset or any Leased Equipment, which will not be removed prior to Closingof the Contemplated Transactions, except for Sellers' rights under this Agreementwhere the failure to obtain such Consent, together with all other Consents not obtained, could not reasonably be expected to have a material adverse effect on Buyer.

Authority; No Conflict. (a) This Agreement constitutes Upon the execution and delivery by Seller of the Transaction Documents to which Seller is a party, each such Transaction Document will constitute the legal, valid, valid and binding obligation of SellersSeller, enforceable against each the Seller in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. Upon Seller will not be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery by Sellers of the documents described in Section 2.6(a) (collectively, Transaction Documents or the "Seller Closing Documents"), consummation or performance of any of the Seller Closing Documents will constitute the legal, validContemplated Transactions, and binding obligations of Sellers enforceable against Sellers in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller Closing Documents and to perform their respective obligations under this Agreement and the applicable Seller Closing Documents. (b) Except as set forth on Disclosure Schedule 3.2(b), neither the execution and delivery of this Agreement the Transaction Documents nor the consummation or performance of any of the Contemplated Transactions will will, directly or indirectly (with or without notice or lapse of time): (i) ): contravene, conflict with, with or result in a violation of (A) if Seller is not an individual, any provision of the Sellers' articles of incorporation or by-lawsits organizational documents, or (B) if Seller is not an individual, any currently effective resolution adopted by the boards its board of directors directors, its shareholders and/or any other governing body of such Seller or the stockholders of Sellers; (iiC) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, or to exercise any remedy or obtain any relief in respect of the Contemplated Transactions, under any Legal Requirement or any Order to which Sellers, any Xxxxxx Asset it or any Leased Equipment of the assets owned or used by it is or would be bound; (iii) subject; contravene, conflict with, with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, terminate or modify, any Governmental Authorization that is held by either Seller and or that otherwise relates toto its business or any of the assets owned or used by it; contravene, conflict with or result in a violation or breach of any provision of, or affects, give any Xxxxxx Asset Person the right to declare a default or exercise any Leased Equipment; (iv) to the Knowledge of Sellers, cause either Buyer to become subject toremedy under, or to become liable for accelerate the payment maturity or performance of, or to cancel, terminate or modify, any tax (includingContract, but not limited to, transfer, sales, income, gross receipts, license, payroll, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated Transactions; or (v) result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset of the assets owned or any Leased Equipment, which will not be removed prior to Closing, except for Sellers' rights under this Agreementused by it.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against each Seller Sellers in accordance with its terms. Upon the execution and delivery by Sellers of the documents described in Section 2.6(a) Employment Agreements and the Sellers' Releases (collectively, the "Seller Sellers' Closing Documents"), the Seller Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers Sellers, enforceable against Sellers in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller Sellers' Closing Documents and to perform their respective obligations under this Agreement and the applicable Seller Sellers' Closing Documents. (b) Except as set forth on in the Disclosure Schedule 3.2(b)Letter, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will will, directly or indirectly (with or without notice or lapse of time): (i1) contravene, conflict with, or result in a violation of (A) any provision of the Sellers' articles Organizational Documents of incorporation or by-lawsthe Company, or (B) any resolution adopted by the boards board of directors or the stockholders shareholders of Sellersthe Company; (ii2) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, Transactions or to exercise any remedy or obtain any relief in respect of the Contemplated Transactionsunder, under any Legal Requirement or any Order to which Sellersthe Company or either Seller, any Xxxxxx Asset or any Leased Equipment is of the assets owned or would used by the Company, may be boundsubject; (iii3) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and the Company or that otherwise relates toto the business of, or affectsany of the assets owned or used by, any Xxxxxx Asset or any Leased Equipmentthe Company; (iv4) to cause Buyer or the Knowledge of Sellers, cause either Buyer Company to become subject to, or to become liable for the payment of, any tax (including, but not limited to, transfer, sales, income, gross receipts, license, payroll, employment, excise, severance, Tax save for any stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with duty due on the exception purchase of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated Transactions; orShares; (v5) cause any of the assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental Body; (6) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; (7) result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset of the assets owned or used by the Company; or (8) Cause the company to breach the terms of any Leased Equipmentcontract. Except as set forth in the Disclosure Letter, which neither any Seller nor the Company is or will not be removed prior required to Closing, except for Sellers' rights under give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this AgreementAgreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against each Seller Sellers in accordance with its terms. Upon the execution and delivery by Sellers of the documents described in Section 2.6(a) Employment Agreements, the Sellers' Releases, and the Noncompetition Agreements (collectively, the "Seller Sellers' Closing Documents"), the Seller Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers Sellers, enforceable against Sellers in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller Sellers' Closing Documents and to perform their respective his obligations under this Agreement and the applicable Seller Sellers' Closing Documents. (b) Except as set forth on Disclosure in Schedule 3.2(b)3.2, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Sellers' articles Organizational Documents of incorporation or by-lawsthe Company, or (B) any resolution adopted by the boards board of directors or the stockholders of Sellersthe Company; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, Transactions or to exercise any remedy or obtain any relief in respect of the Contemplated Transactionsunder, under any Legal Requirement or any Order to which the Company or Sellers, any Xxxxxx Asset or any Leased Equipment is of the assets owned or would used by the Company, may be boundsubject; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and the Company or that otherwise relates toto the business of, or affectsany of the assets owned or used by, any Xxxxxx Asset or any Leased Equipmentthe Company; (iv) cause any of the assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental Body; (v) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the Knowledge of Sellers, cause either Buyer right to become subject todeclare a default or exercise any remedy under, or to become liable for accelerate the payment maturity or performance of, or to cancel, terminate, or modify, any tax (including, but not limited to, transfer, sales, income, gross receipts, license, payroll, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated TransactionsApplicable Contract; or (vvi) result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset of the assets owned or any Leased Equipment, which will not be removed prior to Closing, except for used by the Company. To Sellers' rights under Knowledge and except as set forth in Schedule 3.2, neither Sellers nor the Company are or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this AgreementAgreement or the consummation or performance of any of the Contemplated Transactions. (c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, the Seller and the Parent Entity enforceable against each the Seller and the Parent Entity in accordance with its termsterms except as such enforcement may be limited by applicable bankruptcy laws and principles of equity. Upon the execution and delivery by Sellers of the documents described in Section 2.6(a) Employment Agreements, the Non-Competition Agreement, the Intellectual Property Assignment, the Management Agreement, and Seller's Closing Certificate (collectively, the "Seller Seller's Closing Documents"), the Seller Seller's Closing Documents will constitute the legal, valid, and binding obligations of Sellers the parties (other than Buyer) enforceable against Sellers each of them in accordance with their respective termsterms except as such enforcement may be limited by applicable bankruptcy laws. Sellers The Seller and the Parent Entity have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller Seller's Closing Documents to which each is a party and to perform their respective obligations under this Agreement and the applicable Seller Seller's Closing DocumentsDocuments to which each is a party. (b) Except as set forth on Disclosure Schedule 3.2(b)Neither the execution, neither the execution and delivery or performance of this Agreement nor the any other consummation or performance of any of the Contemplated Transactions will will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Sellers' articles Organizational Documents of incorporation the Company or by-lawsthe Parent Entity, or (B) any resolution adopted by the boards board of directors or the stockholders of Sellers;the Company or the Parent Entity, (C) any duty owed by the Company or the Parent Entity to any Person (except as contemplated by Section 8.3), or (D) any Legal Requirement, any Governmental Authorization or any Order to which the Company or the Parent Entity, or any of the Company Assets may be subject, except for regulatory approvals required in connection with the Contemplated Transactions; or (ii) contravene, conflict with, or result in a violation or breach of any provision of, or give any Governmental Body or other Person the right to challenge declare a default or exercise any of the Contemplated Transactionsremedy under, or to exercise any remedy accelerate the maturity or obtain any relief in respect of the Contemplated Transactions, under any Legal Requirement or any Order to which Sellers, any Xxxxxx Asset or any Leased Equipment is or would be bound; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements performance of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and that otherwise relates toContract, or affects, any Xxxxxx Asset contract or any Leased Equipment; (iv) other agreement to the Knowledge of Sellers, cause either Buyer to become subject to, Parent Entity or to become liable for the payment of, any tax (including, but not limited to, transfer, sales, income, gross receipts, license, payroll, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated Transactions; or (v) result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset or any Leased Equipment, which will not be removed prior to ClosingSeller is a party, except for Sellers' rights under this Agreementas contemplated by Section 8.3.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersSellers and Company, enforceable against each Seller Sellers and Company in accordance with its terms. Upon the execution and delivery by Sellers of the documents described in Section 2.6(a) Employment Agreement and the Sellers' Releases, (collectively, the "Seller Sellers' Closing Documents"), the Seller Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers Sellers, enforceable against Sellers in accordance with their respective terms. Sellers and Company have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller Sellers' Closing Documents and to perform their respective obligations under this Agreement and the applicable Seller Sellers' Closing Documents. (b) Except as set forth on Disclosure Schedule 3.2(b), neither Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Sellers' articles Organizational Documents of incorporation or by-lawsthe Company, or (B) any resolution adopted by the boards board of directors or the stockholders of Sellersthe Company; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, Transactions or to exercise any remedy or obtain any relief in respect of the Contemplated Transactionsunder, under any Legal Requirement or any Order to which Sellers, any Xxxxxx Asset the Company or any Leased Equipment is Seller, or would any of the assets owned or used by the Company, may be boundsubject; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and the Company or that otherwise relates toto the business of, or affectsany of the assets owned or used by, any Xxxxxx Asset or any Leased Equipmentthe Company; (iv) to cause Buyer or the Knowledge of Sellers, cause either Buyer Company to become subject to, or to become liable for the payment of, any tax Tax; (includingv) contravene, but not limited toconflict with, transferor result in a violation or breach of any provision of, salesor give any Person the right to declare a default or exercise any remedy under, incomeor to accelerate the maturity or performance of, gross receiptsor to cancel, licenseterminate, payrollor modify, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated TransactionsApplicable Contract; or (vvi) result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset of the assets owned or used by the Company. Except as set forth in Part 3.2 of the Disclosure Letter, no Seller or the Company is or will be required to give any Leased Equipment, which will not be removed prior notice to Closing, except for Sellers' rights under this Agreement.or obtain any Consent from any Person in connection with the execution and delivery of this

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellersthe Company and the Shareholder, enforceable against each Seller the Company and the Shareholder in accordance with its terms. Upon the execution and delivery by Sellers Shareholder of the documents described in Section 2.6(a) Escrow Agreement and the Noncompetition Agreement (collectively, the "Seller Shareholder's Closing Documents"), the Seller Shareholder's Closing Documents will constitute the legal, valid, and binding obligations of Sellers Shareholder, enforceable against Sellers Shareholder in accordance with their respective terms. Sellers The Company and the Shareholder have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller Shareholder's Closing Documents and to perform their respective obligations under this Agreement and the applicable Seller Shareholder's Closing Documents. The Shareholder has held a shareholder meeting (or has executed a consent) and has duly adopted all resolutions required by law to approve the Merger. (b) Except as set forth on in Part 3.2 of the Shareholder' Disclosure Schedule 3.2(b)Schedule, neither the execution and delivery of this Agreement by Shareholder and the Company nor the consummation or performance of any of the Contemplated Transactions will will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Sellers' articles Organizational Documents of incorporation or by-lawsthe Company, or (B) any resolution adopted by the boards board of directors or the stockholders shareholders of Sellersthe Company; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right a valid basis to challenge any of the Contemplated Transactions, Transactions or to exercise any remedy or obtain any relief in respect of the Contemplated Transactionsunder, under any Legal Requirement or any Order to which Sellersthe Company or Shareholder, any Xxxxxx Asset or any Leased Equipment is of the assets owned or would used by the Company, may be boundsubject; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and the Company or that otherwise relates toto the business of, or affectsany of the assets owned or used by, any Xxxxxx Asset or any Leased Equipmentthe Company; (iv) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to the Knowledge of Sellers, cause either Buyer to become subject todeclare a default or exercise any remedy under, or to become liable for accelerate the payment maturity or performance of, or to cancel, terminate, or modify, any tax (including, but not limited to, transfer, sales, income, gross receipts, license, payroll, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated TransactionsApplicable Contract; or (v) result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset of the assets owned or any Leased Equipment, which will not be removed prior to Closing, except for Sellers' rights under this Agreementused by the Company.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellersthe Company and each Owner, enforceable against the Company and each Seller Owner in accordance with its terms. Upon the execution and delivery by Sellers of the documents described in Section 2.6(a) Company and each Owner of, the Noncompetition Agreements, and the Escrow Agreement (collectively, the "Seller Closing DocumentsCOMPANY CLOSING DOCUMENTS"), the Seller Company Closing Documents to which the Company and the Owners are a party will constitute the legal, valid, and binding obligations of Sellers the Company and each Owner, enforceable against Sellers the Company and each Owner in accordance with their respective termsterms (except as enforceability may be restricted, limited or delayed by bankruptcy, insolvency, moratorium or similar laws affecting or relating to the enforcement of creditors' rights in general and except as the enforceability is subject to general principles of equity, regardless of whether enforceability is considered in a proceeding at law or in equity). Sellers All of the members of the Company have approved and authorized this Agreement and the absolute Contemplated Transactions, in each case without condition, limitation or restriction. The Company and unrestricted each Owner has the respective right, power, authority, and capacity to execute and deliver this Agreement and the Seller Company Closing Documents to which it is a party and to perform each of their respective obligations under this Agreement and the applicable Seller Company Closing DocumentsDocuments to which it is a party. (b) Except as set forth on Disclosure in Schedule 3.2(b), neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Sellers' articles Organizational Documents of incorporation or by-lawsthe Company, or (B) any resolution adopted by the boards members of directors or the stockholders of SellersCompany; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, or to exercise any remedy or obtain any relief in respect of the Contemplated Transactions, under any Legal Requirement or any Order to which Sellers, any Xxxxxx Asset or any Leased Equipment is or would be bound; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and that otherwise relates to, or affects, any Xxxxxx Asset or any Leased Equipment; (iv) to the Knowledge of Sellers, cause either Buyer to become subject to, or to become liable for the payment of, any tax (including, but not limited to, transfer, sales, income, gross receipts, license, payroll, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated Transactions; or (v) result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset or any Leased Equipment, which will not be removed prior to Closing, except for Sellers' rights under this Agreement.,

Authority; No Conflict. (a) This Upon entry of the Approval Order, this Agreement constitutes will constitute the legal, valid, and binding obligation of SellersSeller, enforceable against each Seller in accordance with its terms. Upon the their execution and delivery by Sellers Seller at the Closing, each of the documents described in Section 2.6(a) (collectively, the "Seller Closing Documents"), the Seller Closing Documents will constitute the legal, valid, and binding obligations of Sellers Seller, enforceable against Sellers Seller in accordance with their respective terms. Sellers have Subject to entry of the absolute Approval Order and unrestricted rightapplicable provisions of bankruptcy law, Seller has full partnership power, authority, and capacity to execute and deliver this Agreement and each of the Seller Closing Documents and to perform their respective its obligations under this Agreement hereunder and the applicable Seller Closing Documentsthereunder. (b) Except as set forth on Disclosure Schedule 3.2(b)Upon entry of the Approval Order, neither the execution and delivery of this Agreement Agreement, nor the consummation or performance of any of Seller’s obligations hereunder, nor the Contemplated Transactions will consummation of this transaction will, directly or indirectly (with or without notice or notice, lapse of time): , or both), (i) contravene, conflict with, contravene or result in a violation of (A) any provision of the Sellers' articles of incorporation Seller’s Organizational Documents or by-laws, or (B) any resolution adopted by the boards Board of directors Control, by the general or limited partners of Crown Management, or by the stockholders limited partners of Sellers; Seller; (ii) contravene, conflict with, contravene or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, or to exercise any remedy or obtain any relief in respect of the Contemplated Transactions, under any Legal Requirement or any Order to which Sellers, any Xxxxxx Asset Seller or any Leased Equipment of the Purchased Assets is subject; or would be bound; (iii) contravene, conflict with, contravene or result in a violation or breach of any of the terms or requirements provision of, or give any Governmental Body Person the right to revokedeclare a default or exercise any remedy under, withdrawany agreement, suspend, cancel, terminateinstrument, or modify, writing of any Governmental Authorization that nature to which Seller is held a party or by either which Seller and that otherwise relates to, or affects, any Xxxxxx Asset or any Leased Equipment; (iv) to the Knowledge of Sellers, cause either Buyer to become subject to, its assets or to become liable for the payment of, any tax (including, but not limited to, transfer, sales, income, gross receipts, license, payroll, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated Transactions; or (v) result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset or any Leased Equipment, which will not be removed prior to Closing, except for Sellers' rights under this Agreementproperties is bound.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against each Seller Sellers in accordance with its terms. Upon the execution and delivery by Sellers of the documents described in Section 2.6(a) Noncompetition Agreements (collectively, the "Seller Sellers' Closing Documents"), the Seller Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers Sellers, enforceable against Sellers in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller Sellers' Closing Documents and to perform their respective obligations under this Agreement and the applicable Seller Sellers' Closing Documents. (b) Except as set forth on in Part 3.2 of the Disclosure Schedule 3.2(b)Letter, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Sellers' articles Organizational Documents of incorporation or by-lawsthe Company, or (B) any resolution adopted by the boards board of directors or the stockholders of Sellersthe Company; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, Transactions or to exercise any remedy or obtain any relief in respect of the Contemplated Transactionsunder, under any Legal Requirement or any Order to which Sellers, any Xxxxxx Asset the Company or any Leased Equipment is Seller, or would any of the assets owned or used by the Company, may be boundsubject; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and the Company or that otherwise relates toto the business of, or affectsany of the assets owned or used by, any Xxxxxx Asset or any Leased Equipmentthe Company; (iv) to cause Buyer or the Knowledge of Sellers, cause either Buyer Company to become subject to, or to become liable for the payment of, any tax Tax; (includingv) cause any of the assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental Body; (vi) contravene, but not limited toconflict with, transferor result in a violation or breach of any provision of, salesor give any Person the right to declare a default or exercise any remedy under, incomeor to accelerate the maturity or performance of, gross receiptsor to cancel, licenseterminate, payrollor modify, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated TransactionsApplicable Contract; or (vvii) result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset of the assets owned or used by the Company. Except as set forth in Part 3.2 of the Disclosure Letter, no Seller or the Company is or will be required to give any Leased Equipment, which will not be removed prior notice to Closing, except for Sellers' rights under or obtain any Consent from any Person in connection with the execution and delivery of this AgreementAgreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against each Seller Sellers in accordance with its terms. Upon the execution and delivery by Sellers of the documents described in Section 2.6(a) Escrow Agreement and the Nonsolicitation and Nonacceptance Agreement (collectively, the "Seller Sellers' Closing Documents"), the Seller Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers Sellers, enforceable against Sellers in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller Sellers' Closing Documents and to perform their respective obligations under this Agreement and the applicable Seller Sellers' Closing Documents. (b) Except as set forth on Disclosure Schedule 3.2(b), neither Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Sellers' articles Organizational Documents of incorporation or by-lawsthe Company, or (B) any resolution adopted by the boards board of directors or the stockholders of Sellersthe Company; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, Transactions or to exercise any remedy or obtain any relief in respect of the Contemplated Transactionsunder, under any Legal Requirement or any Order to which any of the Company or either the Sellers, any Xxxxxx Asset or any Leased Equipment is of the assets owned or would used by the Company, may be boundsubject; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and the Company or that otherwise relates toto the business of, or affectsany of the assets owned or used by, any Xxxxxx Asset or any Leased Equipmentthe Company; (iv) to cause Buyer or the Knowledge of Sellers, cause either Buyer Company to become subject to, or to become liable for the payment of, any tax directly resulting from the transfer of the Shares (including, but not limited to, transfer, sales, income, gross receipts, license, payroll, employment, excise, severance, excluding State of Florida documentary stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with tax due upon the exception issuance of those incurred shares of stock in the ordinary course of such Company to Buyer's business after the Closing Date and unrelated to the Contemplated Transactions; or); (v) cause any of the assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental Body; (vi) contravene, conflict with, or result in the imposition a violation or creation breach of any Encumbrance upon provision of, or with respect give any Person the right to declare a default or exercise any Xxxxxx Asset or any Leased Equipment, which will not be removed prior to Closing, except for Sellers' rights under this Agreement.remedy

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersCompany, enforceable against each Seller Company in accordance with its terms. Upon the execution and delivery by Sellers Company of the documents described in Section 2.6(a) Plan of Exchange and the Articles of Exchange (collectively, the "Seller Company's Closing Documents"), the Seller Company's Closing Documents will constitute the legal, valid, and binding obligations of Sellers Company, enforceable against Sellers Company in accordance with their respective terms. Sellers have Company has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller Company's Closing Documents and to perform their respective obligations under this Agreement and the applicable Seller Company's Closing Documents. (b) Except as set forth on in Part 3.2 of the Disclosure Schedule 3.2(b)Letter, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Sellers' articles Organizational Documents of incorporation or by-lawsthe Company, or (B) any resolution adopted by the boards board of directors or of the stockholders of SellersCompany; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, Transactions or to exercise any remedy or obtain any relief in respect of the Contemplated Transactionsunder, under any Legal Requirement or any Order to which Sellersthe Company, any Xxxxxx Asset or any Leased Equipment is of the assets owned or would used by the Company, may be boundsubject; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and the Company or that otherwise relates toto the business of, or affectsany of the assets owned or used by, any Xxxxxx Asset or any Leased Equipmentthe Company; (iv) to cause Buyer or the Knowledge of Sellers, cause either Buyer Company to become subject to, or to become liable for the payment of, any tax Tax; (includingv) cause any of the assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental Body; (vi) contravene, but not limited toconflict with, transferor result in a violation or breach of any provision of, salesor give any Person the right to declare a default or exercise any remedy under, incomeor to accelerate the maturity or performance of, gross receiptsor to cancel, licenseterminate, payrollor modify, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated TransactionsApplicable Contract; or (vvii) result Result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset of the assets owned or any Leased Equipmentused by the Company. (c) Except as set forth in Part 3.2 of the Disclosure Letter, which the Company is not or will not be removed prior required to Closing, except for Sellers' rights under give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this AgreementAgreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) A. This Agreement constitutes the legal, valid, and binding obligation of SellersSeller, enforceable against each Seller in accordance with its terms. Upon the execution and delivery by Sellers Seller of the closing documents described set forth in Section 2.6(a) 2.4A (collectively, the "Seller Seller's Closing Documents"), the Seller Seller's Closing Documents will constitute the legal, valid, and binding obligations of Sellers Seller, enforceable against Sellers Seller in accordance with their respective terms. Sellers have Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller Seller's Closing Documents and to perform their respective his obligations under this Agreement and the applicable Seller Seller's Closing Documents. (b) B. Except as set forth on in SCHEDULE 3.2 of the Disclosure Schedule 3.2(b)Schedule, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will will, directly or indirectly (with or without notice or lapse of time): (i) contraveneContravene, conflict with, or result in a violation of (A1) any provision of the Sellers' articles Organizational Documents of incorporation or by-laws, Seller or (B2) any resolution adopted by the boards board of directors or the stockholders of SellersSeller; (ii) contraveneContravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, or to exercise any remedy or obtain any relief in respect of the Contemplated Transactions, under any Legal Requirement or any Order to which Sellers, any Xxxxxx Asset or any Leased Equipment is or would be bound; (iii) contraveneContravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and or that otherwise relates toto the business of, or affectsany of the assets owned or used by, any Xxxxxx Asset or any Leased EquipmentSeller; (iv) to the Knowledge of Sellers, cause either Cause Buyer or Seller to become subject to, or to become liable for the payment of, any tax Tax; (includingv) Cause any of the assets owned by Seller to be reassessed or revalued by any taxing authority or other Governmental Body; (vi) Contravene, but not limited toconflict with, transferor result in a violation or breach of any provision of, salesor give any Person the right to declare a default or exercise any remedy under, incomeor to accelerate the maturity or performance of, gross receiptsor to cancel, licenseterminate, payrollor modify, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated TransactionsApplicable Contract; or (vvii) result Result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset of the assets owned or used by Seller. Except as set forth in SCHEDULE 3.2 of the Disclosure Schedule, Seller is or will be required to give any Leased Equipment, which will not be removed prior notice to Closing, except for Sellers' rights under or obtain any Consent from any Person in connection with the execution and delivery of this AgreementAgreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against each Seller Sellers in accordance with its terms. Upon the execution and delivery by Sellers of the documents described in Sellers will deliver pursuant to Section 2.6(a2.4(a) (collectively, the "Seller Sellers' Closing Documents"), the Seller Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers Sellers, enforceable against Sellers in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller Sellers' Closing Documents and to perform their respective obligations under this Agreement and the applicable Seller Sellers' Closing Documents. (b) Except as set forth on in Part 3.2 of the Disclosure Schedule 3.2(b)Letter, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Sellers' articles Organizational Documents of incorporation or by-lawsthe Company, or (B) any resolution adopted by the boards board of directors or the stockholders of Sellersthe Company currently in effect; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, Transactions or to exercise any remedy or obtain any relief in respect of the Contemplated Transactionsunder, under any Legal Requirement or any Order to which Sellers, any Xxxxxx Asset the Company or any Leased Equipment is Seller, or would any of the assets owned or used by the Company, may be boundsubject; (iii) contravene, conflict with, or result in a violation of any Contract to which a Seller is a party; (iv) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and the Company or that otherwise relates toto the business of, or affectsany of the assets owned or used by, any Xxxxxx Asset or any Leased Equipmentthe Company; (ivv) to cause the Knowledge of Sellers, cause either Buyer Company to become subject to, or to become liable for the payment of, any tax Tax; (including, but not limited to, transfer, sales, income, gross receipts, license, payroll, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including vi) constitute a violation of or failure to comply with any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated Legal Requirement applicable to the Contemplated TransactionsSellers or the Company; (vii) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or (vviii) result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset of the assets owned or used by the Company. (c) Except as set forth in Part 3.2 of the Disclosure Letter, neither the Sellers nor the Company are, is or will be required to give any Leased Equipment, which will notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions. (d) Sellers are acquiring the Promissory Notes and the C&F Shares for their own account and not be removed prior with a view to Closing, except for Sellers' rights their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under this Agreementthe Securities Act.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersSeller, enforceable against each Seller in accordance with its terms. Upon the execution and delivery by Sellers Seller of the Seller’s Release, the Noncompetition Agreement, the Yard Lease Agreement, the Escrow Agreement and all other documents described or agreements executed by Seller in Section 2.6(a) connection herewith, (collectively, the "Seller “Seller’s Closing Documents"”), the Seller Seller’s Closing Documents will constitute the legal, valid, and binding obligations of Sellers Seller, enforceable against Sellers Seller in accordance with their respective terms. Sellers have Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller Seller’s Closing Documents and to perform their respective its obligations under this Agreement and the applicable Seller Seller’s Closing Documents. (b) Except as set forth on Disclosure Schedule 3.2(b), neither the execution and delivery of this Agreement nor the The consummation or performance of any of the Contemplated Transactions by the Company will not directly or indirectly (with or without notice or lapse of time): ): (i) contravene, conflict with, or result in a violation of (A) any provision of the Sellers' articles Organizational Documents of incorporation or by-lawsthe Company, or (B) any resolution adopted by the boards board of directors (the “Board of Directors”) or the stockholders shareholders of Sellers; the Company; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, Transactions or to exercise any remedy or obtain any relief in respect of the Contemplated Transactionsunder, under any Legal Requirement or any Order to which Sellersthe Company, any Xxxxxx Asset or any Leased Equipment is of the assets owned or would used by the Company, may be bound; subject; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and that otherwise relates to, or affects, any Xxxxxx Asset or any Leased Equipment; the Company; (iv) to cause Buyer or the Knowledge of Sellers, cause either Buyer Company to become subject to, or to become liable for the payment of, any tax (including, but not limited to, transfer, sales, income, gross receipts, license, payroll, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated Transactionstax; or (v) cause any of the assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental Body; (vi) contravene, conflict with, or result in a violation or breach of any material provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any material Seller Contract; or (vii) result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset of the assets owned or used by the Company. Neither the Seller nor the Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions. (c) Neither the execution and delivery of this Agreement or Seller’s Closing Documents by Seller nor the consummation or performance of any of the Contemplated Transactions by Seller will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement (other than any merger control or antitrust Legal Requirement that may be applicable) or any Leased EquipmentOrder to which Seller may be subject; (ii) cause Buyer or the Company to become subject to, which or to become liable for the payment of, in each case with respect to the transfer of the Purchased Shares, any share transfer tax or real property transfer tax based upon the transfer of a controlling interest in real property, in each case to any Governmental Body; or (iii) result in the imposition or creation of any Encumbrance upon or with respect to the Purchased Shares of Seller. Seller is not, nor or will not be removed prior Seller be, required to Closing, except for Sellers' rights under give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this AgreementAgreement by Seller or the consummation or performance of any of the Contemplated Transactions by Seller.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation obligations of Sellers, enforceable against each Seller Sellers in accordance with its terms. Upon the execution and delivery by Sellers of the documents described in Section 2.6(a) Employment Agreements, the Sellers' Releases, and the Noncompetition Agreements (collectively, the "Seller Sellers' Closing Documents"), the Seller Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers Sellers, enforceable against Sellers in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller Sellers' Closing Documents and to perform their respective obligations under this Agreement and the applicable Seller Sellers' Closing Documents. (b) Except as set forth on Disclosure Schedule 3.2(b), neither Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of (A1) any provision of the Sellers' articles Organizational Documents of incorporation or by-lawsthe Company, or (B2) any resolution adopted by the boards board of directors or the stockholders of Sellersthe Company; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, Transactions or to exercise any remedy or obtain any relief in respect of the Contemplated Transactionsunder, under any Legal Requirement or any Order to which Sellers, any Xxxxxx Asset the Company or any Leased Equipment is Seller, or would any of the assets owned or used by the Company, may be boundsubject; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and the Company or that otherwise relates toto the business of, or affectsany of the assets owned or used by, any Xxxxxx Asset or any Leased Equipmentthe Company; (iv) to cause Buyer or the Knowledge of Sellers, cause either Buyer Company to become subject to, or to become liable for the payment of, any tax (including, but not limited to, transfer, sales, income, gross receipts, license, payroll, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated Transactions; orTax; (v) result in cause any of the imposition assets owned by the Company to be reassessed or creation of revalued by any Encumbrance upon taxing authority or with respect to any Xxxxxx Asset or any Leased Equipment, which will not be removed prior to Closing, except for Sellers' rights under this Agreement.other Governmental Body;

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersSellers and Company, enforceable against each Seller Sellers and Company in accordance with its terms. Upon the execution and delivery by Sellers of the documents described in Section 2.6(a) Employment Agreements, and the Sellers' Releases (collectively, the "Seller Sellers' Closing Documents"), the Seller Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers Sellers, enforceable against Sellers in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller Sellers' Closing Documents and to perform their respective obligations under this Agreement and the applicable Seller Sellers' Closing Documents. The Company has the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and perform its obligations under this Agreement. (b) Except as set forth on in Part 3.2 of the Disclosure Schedule 3.2(b)Letter, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Sellers' articles Organizational Documents of incorporation or by-lawsthe Company, or (B) any resolution adopted by the boards board of directors or the stockholders of Sellersthe Company; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, Transactions or to exercise any remedy or obtain any relief in respect of the Contemplated Transactionsunder, under any Legal Requirement or any Order to which Sellers, any Xxxxxx Asset the Company or any Leased Equipment is Seller, or would any of the assets owned or used by the Company, may be boundsubject; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and the Company or that otherwise relates toto the business of, or affectsany of the assets owned or used by, any Xxxxxx Asset or any Leased Equipmentthe Company; (iv) to cause Buyer or the Knowledge of Sellers, cause either Buyer Company to become subject to, or to become liable for the payment of, any tax Tax; (includingv) cause any of the assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental Body; (vi) contravene, but not limited toconflict with, transferor result in a violation or breach of any provision of, salesor give any Person the right to declare a default or exercise any remedy under, incomeor to accelerate the maturity or performance of, gross receiptsor to cancel, licenseterminate, payrollor modify, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated TransactionsApplicable Contract; or (vvii) result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset of the assets owned or used by the Company. Except as set forth in Part 3.2 of the Disclosure Letter, no Seller or the Company is or will be required to give any Leased Equipment, which will notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions. (c) Sellers are acquiring the Buyer Common Stock for their own account and not be removed prior with a view to Closing, except for Sellers' rights their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under this Agreementthe Securities Act. Each Seller acknowledges that each certificate representing the Buyer's Common Stock acquired pursuant to the transactions contemplated hereby shall bear an appropriate restrictive legend.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersSeller, enforceable against each Seller in accordance with its terms. Upon the execution and delivery by Sellers Seller of the Seller’s Release, the Employment Agreement, the Noncompetition Agreement, the Escrow Agreement, the Yard Lease Agreement and all other documents described or agreements executed by Seller in Section 2.6(a) connection herewith, (collectively, the "Seller “Seller’s Closing Documents"”), the Seller Seller’s Closing Documents will constitute the legal, valid, and binding obligations of Sellers Seller, enforceable against Sellers Seller in accordance with their respective terms. Sellers have Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller Seller’s Closing Documents and to perform their respective its obligations under this Agreement and the applicable Seller Seller’s Closing Documents. (b) Except as set forth on Disclosure Schedule 3.2(b), neither the execution and delivery of this Agreement nor the The consummation or performance of any of the Contemplated Transactions by the Company will not directly or indirectly (with or without notice or lapse of time): ): (i) contravene, conflict with, or result in a violation of (A) any provision of the Sellers' articles Organizational Documents of incorporation or by-lawsthe Company, or (B) any resolution adopted by the boards board of directors (the “Board of Directors”) or the stockholders shareholders of Sellers; the Company; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, Transactions or to exercise any remedy or obtain any relief in respect of the Contemplated Transactionsunder, under any Legal Requirement or any Order to which Sellersthe Company, any Xxxxxx Asset or any Leased Equipment is of the assets owned or would used by the Company, may be bound; subject; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and that otherwise relates to, or affects, any Xxxxxx Asset or any Leased Equipment; the Company; (iv) to cause Buyer or the Knowledge of Sellers, cause either Buyer Company to become subject to, or to become liable for the payment of, any tax (including, but not limited to, transfer, sales, income, gross receipts, license, payroll, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated Transactionstax; or (v) cause any of the assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental Body; (vi) contravene, conflict with, or result in a violation or breach of any material provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any material Seller Contract; or (vii) result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset of the assets owned or used by the Company. Neither the Seller nor the Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions. (c) Neither the execution and delivery of this Agreement or Seller’s Closing Documents by Seller nor the consummation or performance of any of the Contemplated Transactions by Seller will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement (other than any merger control or antitrust Legal Requirement that may be applicable) or any Leased EquipmentOrder to which Seller may be subject; (ii) cause Buyer or the Company to become subject to, which or to become liable for the payment of, in each case with respect to the transfer of the Purchased Shares, any share transfer tax or real property transfer tax based upon the transfer of a controlling interest in real property, in each case to any Governmental Body; or (iii) result in the imposition or creation of any Encumbrance upon or with respect to the Purchased Shares of Seller. Seller is not, nor or will not be removed prior Seller be, required to Closing, except for Sellers' rights under give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this AgreementAgreement by Seller or the consummation or performance of any of the Contemplated Transactions by Seller.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against each Seller Sellers in accordance with its terms. Upon the execution and delivery by Sellers of the documents described in Section 2.6(a) Escrow Agreement, the Sellers' Releases, and the Noncompetition Agreements (collectively, the "Seller Sellers' Closing Documents"), the Seller Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers Sellers, enforceable against Sellers in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller Sellers' Closing Documents and to perform their respective obligations under this Agreement and the applicable Seller Sellers' Closing Documents. (b) Except as set forth on Disclosure in Schedule 3.2(b)2.2, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will will, directly or indirectly (with or without notice or lapse of time): (i) contraveneContravene, conflict with, or result in a violation of (A) any provision of the Sellers' articles Organizational Documents of incorporation or by-lawsthe Company, or (B) any resolution adopted by the boards board of directors or the stockholders of Sellersthe Company; (ii) contraveneContravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, Transactions or to exercise any remedy or obtain any relief in respect of the Contemplated Transactionsunder, under any Legal Requirement or any Order to which Sellersthe Company or either Seller, any Xxxxxx Asset or any Leased Equipment is of the assets owned or would used by the Company, may be boundsubject; (iii) contraveneContravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and the Company or that otherwise relates toto the business of, or affectsany of the assets owned or used by, any Xxxxxx Asset or any Leased Equipmentthe Company; (iv) to To the Knowledge of SellersSellers based on current tax law, cause either Buyer or the Company to become subject to, or to become liable for the payment of, any tax Tax; (includingv) Contravene, but not limited toconflict with, transferor result in a violation or breach of any provision of, salesor give any Person the right to declare a default or exercise any remedy under, incomeor to accelerate the maturity or performance of, gross receiptsor to cancel, licenseterminate, payrollor modify, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated TransactionsApplicable Contract; or (vvi) result Result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset of the assets owned or used by the Company. Except as set forth in Schedule 2.2, no Seller or the Company is or will be required to give any Leased Equipment, which will not be removed prior notice to Closing, except for Sellers' rights under or obtain any Consent from any Person in connection with the execution and delivery of this AgreementAgreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) 3.2.1 This Agreement constitutes the legal, valid, and binding obligation of Sellerseach Seller, enforceable against each Seller in accordance with its terms. Upon the execution and delivery by Sellers of the Noncompetition Agreements and each of the other documents described set forth in Section 2.6(a) 2.5.1 of this Agreement (collectively, the "Seller Sellers' Closing Documents"), the Seller Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers each Seller, enforceable against Sellers each Seller in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller Sellers' Closing Documents and to perform their respective obligations under this Agreement and the applicable Seller Sellers' Closing Documents. (b) Except as set forth on Disclosure Schedule 3.2(b), neither 3.2.2 Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Sellers' articles Organizational Documents of incorporation or by-lawsthe Company, or (B) any resolution adopted by the boards of directors Board or the stockholders of Sellersthe Company; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, Transactions or to exercise any remedy or obtain any relief in respect of the Contemplated Transactionsunder, under any Legal Requirement or any Order to which Sellers, any Xxxxxx Asset the Company or any Leased Equipment is Seller, or would any of the assets owned or used by the Company, may be boundsubject; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and the Company or that otherwise relates toto the business of, or affectsany of the assets owned or used by, any Xxxxxx Asset or any Leased Equipmentthe Company; (iv) to cause Buyer or the Knowledge of Sellers, cause either Buyer Company to become subject to, or to become liable for the payment of, any tax Tax; (includingv) cause any of the assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental Body; (vi) contravene, but not limited toconflict with, transferor result in a violation or breach of any provision of, salesor give any Person the right to declare a default or exercise any remedy under, incomeor to accelerate the maturity or performance of, gross receiptsor to cancel, licenseterminate, payrollor modify, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated TransactionsApplicable Contract; or (vvii) result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset of the assets owned or used by the Company. No Seller or the Company is or will be required to give any Leased Equipment, which will not be removed prior notice to Closing, except for Sellers' rights under or obtain any Consent from any Person in connection with the execution and delivery of this AgreementAgreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) 5.2.1 This Agreement constitutes the legal, valid, and binding obligation of SellersSellers and the Company, enforceable against each Seller of them in accordance with its terms. Upon the execution and delivery by Sellers of the documents described in Section 2.6(a) (collectively, the "Seller Sellers' Closing Documents"), the Seller Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers (to the extent each is a party thereto) (and, in the case of the Leases, of the Company), enforceable against Sellers each of them in accordance with their respective terms. Sellers and the Company have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller Sellers' Closing Documents (to the extent each is a party thereto) and to perform their respective obligations under this Agreement hereunder and the applicable Seller Closing Documentsthereunder. (b) 5.2.2 Except as set forth on Disclosure Schedule 3.2(b)the attached SCHEDULE 5.2.2, neither the execution and delivery of this Agreement Agreement, nor the consummation or performance of any of Sellers' or the Contemplated Transactions will (Company's obligations hereunder, nor the consummation of this transaction will, directly or indirectly, with or without notice or notice, lapse of time): , or both, (i) contravene, conflict with, or result in a violation of (A) any provision of the Sellers' articles Organizational Documents of incorporation or by-lawseither Seller, the Company's Organizational Documents, or (B) any resolution adopted by the boards board of directors or the stockholders shareholders of Sellers; the Company; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body Authority or other Person the right to challenge any of the Contemplated Transactions, this transaction or to exercise any remedy or obtain any relief in respect of the Contemplated Transactionsunder, under any Legal Requirement or any Order to which Sellersthe Company or either Seller, any Xxxxxx Asset or any Leased Equipment is of the properties owned or would used by the Company, may be bound; subject; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body Authority the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and the Company or that otherwise relates toto the business of, or affectsto any of the properties owned or used by, any Xxxxxx Asset or any Leased Equipment; the Company; (iv) to the Knowledge of Sellers, cause either Buyer of the Crown Parties or the Company to become subject to, or to become liable for the payment of, any tax (including, but not limited to, transfer, sales, income, gross receipts, license, payroll, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated TransactionsTax; or (v) cause any of the properties owned by the Company to be reassessed or revalued by any taxing authority or other Governmental Authority; (vi) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Company Contract or any Contract to which either Seller is a party or by which either Seller is bound; or (vii) result in the imposition or creation of any Encumbrance Lien upon or with respect to any Xxxxxx Asset of the properties owned or used by the Company. 5.2.3 Except as set forth on the attached SCHEDULE 5.2.3, neither Seller nor the Company is or will be required to give any Leased Equipmentnotice to, which will not be removed prior to Closingmake any filing with, except for Sellers' rights under or obtain any Consent from any Person in connection with the execution and delivery of this Agreement, the performance of their respective obligations hereunder, or the consummation of this transaction.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, valid and binding obligation of Sellers, enforceable against each Seller Sellers in accordance with its terms. Upon the execution and delivery by Sellers of the documents described in Section 2.6(a) (collectivelyEmployment Agreements, the "Seller Closing Documents"), the Seller Closing Documents Employment Agreements will constitute the legal, valid, and binding obligations of Sellers Sellers, enforceable against Sellers in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, authority and capacity to execute and deliver this Agreement and the Seller Closing Documents Employment Agreements and to perform their respective obligations under this Agreement and the applicable Seller Closing DocumentsEmployment Agreements. (b) Except as set forth on in Schedule 3.2 of the Disclosure Schedule 3.2(b)Schedule, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Sellers' articles Organizational Documents of incorporation or by-lawsthe Company, or (B) any resolution adopted by the boards board of directors or the stockholders of Sellersthe Company; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, Transactions or to exercise any remedy or obtain any relief in respect of the Contemplated Transactionsunder, under any Legal Requirement or any Order to which Sellersthe Company or either Seller, any Xxxxxx Asset or any Leased Equipment is of the assets owned or would used by the Company, may be boundsubject; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and the Company or that otherwise relates toto the business of, or affectsany of the assets owned or used by, any Xxxxxx Asset or any Leased Equipmentthe Company; (iv) to cause Buyer or the Knowledge of Sellers, cause either Buyer Company to become subject to, or to become liable for the payment of, any tax Tax; (includingv) cause any of the assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental Body; (vi) contravene, but not limited toconflict with, transferor result in a violation or breach of any provision of, salesor give any Person the right to declare a default or exercise any remedy under, incomeor to accelerate the maturity or performance of, gross receiptsor to cancel, licenseterminate, payrollor modify, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated TransactionsApplicable Contract; or (vvii) result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset of the assets owned or used by the Company. (c) Except as set forth in Schedule 3.2 of the Disclosure Schedule, no Seller or the Company is or will be required to give any Leased Equipment, which will not be removed prior notice to Closing, except for Sellers' rights under or obtain any Consent from any Person in connection with the execution and delivery of this AgreementAgreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersSellers and Selene, enforceable against each Seller Selene in accordance with its terms. Upon the execution and delivery by Sellers of the documents described in required of them under Section 2.6(a) 2.4 (collectively, the "Seller Sellers' Closing Documents"), the Seller Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers Selene, enforceable against Sellers Selene in accordance with their respective terms. Sellers , and Boynton and Selene have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller Sellers' Closing Documents and to perform their respective obligations under this Agreement and the applicable Seller Sellers' Closing Documents. (b) Except as set forth on Disclosure Schedule 3.2(b), neither Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will (will, directly or indirectly, with or without notice or lapse of time):. (i) contravene, conflict with, . or result in a violation of (A) any provision of the Sellers' articles Organizational Documents of incorporation or by-lawsSelene, or (B) any resolution resolution, formal policy or other undertaking adopted by the boards shareholders of directors or the stockholders of SellersSelene; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, Transactions or to exercise any remedy or obtain any relief in respect of the Contemplated Transactionsunder, under any Legal Requirement or any Order to which Sellers, any Xxxxxx Asset Selene or any Leased Equipment is Seller, or would any of the assets owned or used by Selene, may be boundsubject; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and Selene or that otherwise relates toto the business of, or affectsany of the assets owned or used by, any Xxxxxx Asset or any Leased EquipmentSelene; (iv) cause any of the assets owned by Selene to be reassessed or revalued by any taxing authority or other Governmental Body; (v) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the Knowledge of Sellers, cause either Buyer right to become subject todeclare a default or exercise any remedy under, or to become liable for accelerate the payment maturity or performance of, or to cancel. terminate, or modify, any tax (including, but not limited to, transfer, sales, income, gross receipts, license, payroll, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated TransactionsApplicable Contract; or (vvi) result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset of the assets owned or used by Selene. (c) Except for a Notice to the FTC, neither Boynton nor Selene is or will be required to give any Leased Equipment, which will not be removed prior notice to Closing, except for Sellers' rights under or obtain any Consent from any Person in connection with the execution and delivery of this AgreementAgreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersXxxx, enforceable against each Seller Xxxx in accordance with its termsterms subject to the effect of bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting the rights and remedies of creditors generally. Upon the execution and delivery by Sellers of the documents described in Section 2.6(a) (collectively, the "Seller Closing Documents"), the Seller Closing Documents will constitute the legal, valid, and binding obligations of Sellers enforceable against Sellers in accordance with their respective terms. Sellers have Xxxx has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller Xxxx'x Closing Documents Documents, and to perform their respective its obligations under this Agreement and the applicable Seller Closing DocumentsAgreement. (b) Except as set forth on Disclosure Schedule 3.2(b), neither Neither the execution and delivery of this Agreement by Xxxx nor the consummation or performance of any of the Contemplated Transactions will will, directly or indirectly (with or without notice or lapse of time): (i1) contravene, conflict with, or result in a violation of (Ai) any provision of the Sellers' articles Organizational Documents of incorporation or by-laws, the Acquired Companies or (Bii) any resolution adopted by the boards board of directors directors, stockholders or the stockholders partners of Sellersany Acquired Company; (ii2) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to successfully challenge any of the Contemplated Transactions, Transactions or to exercise any remedy or obtain any relief in respect of the Contemplated Transactionsunder, under any Legal Requirement or any Order order to which Sellersany Acquired Company or Xxxx, any Xxxxxx Asset or any Leased Equipment is of the Property and Assets owned or would used by any Acquired Company may be boundsubject; (iii3) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and any Acquired Company or that otherwise relates toto the business of, or affectsany of the property and assets owned or used by, any Xxxxxx Asset or any Leased EquipmentAcquired Company; (iv4) to the Knowledge of Sellers, cause either Buyer any Acquired Company to become subject to, or to become liable for the payment of, any tax (including, but not limited to, transfer, sales, income, gross receipts, license, payroll, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including Tax pursuant to any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated Transactions; orcontract rights; (v5) cause any of the property and assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body; (6) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract, provided however, Xxxx must obtain the prior consent of its lenders and payments and performance bond insurers for the sale of the Acquired Companies. (7) result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset of the Property and Assets owned or used by any Acquired Company. (c) The consent of Xxxx'x lenders is required in connection with the consummation and performance of the Transactions and Xxxx shall provide such consents at the Closing as a part of Xxxx'x Closing Documents. Except as provided in the preceding sentence of this Section 3.3(c), none of Xxxx or any Leased Equipment, which Acquired Company is or will not be removed prior required to Closing, except for Sellers' rights under obtain any consent from any Person in connection with the execution and delivery of this AgreementAgreement or the consummation or performance of any of the Transactions. Xxxx shall provide timely notice to any Person that Xxxx or any Acquired Company is required to notify in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersSeller, enforceable against each Seller in accordance with its terms, except as enforceability may be limited by bankruptcy or other laws affecting the enforcement of creditors' rights. Upon the execution and delivery by Sellers Seller of the documents described in Section 2.6(a) Seller Releases and the Noncompetition Agreements (collectively, the "Seller Seller's Closing Documents"), the Seller Seller's Closing Documents will constitute the legal, valid, and binding obligations of Sellers Seller, enforceable against Sellers Seller in accordance with their respective terms, except as enforceability may be limited by bankruptcy or other laws affecting the enforcement of creditors' rights. Sellers have Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller Seller's Closing Documents and to perform their respective its obligations under this Agreement and the applicable Seller Seller's Closing Documents. (b) Except as set forth on in Part 3.2 of the Disclosure Schedule 3.2(b)Letter, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will will, directly or indirectly (with or without notice or lapse of time): ) (i) contravene, conflict with, or result in a violation of (A) any provision of the Sellers' articles Organizational Documents of incorporation or by-lawsthe Company, or (B) any resolution adopted by the boards board of directors or the stockholders stockholder of Sellers; the Company, (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the reasonable right to challenge any of the Contemplated Transactions, Transactions or to reasonably exercise any remedy or obtain any relief in respect of the Contemplated Transactionsunder, under any Legal Requirement or any Order to which Sellersthe Company or Seller, any Xxxxxx Asset or any Leased Equipment is of the assets owned or would used by the Company, may be bound; subject, (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the reasonable right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and the Company or that otherwise relates toto the Business of, or affectsany of the assets owned or used by, any Xxxxxx Asset or any Leased Equipment; the Company, (iv) to cause Buyer or the Knowledge of Sellers, cause either Buyer Company to become subject to, or to become liable for the payment of any Tax, (v) contravene, conflict with, or result in a violation or breach of any provision of, or give any tax Person the reasonable right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract, or (including, but not limited to, transfer, sales, income, gross receipts, license, payroll, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated Transactions; or (vvi) result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset of the assets owned or used by the Company. (c) Except as set forth in Part 3.2 of the Disclosure Letter, neither Seller nor the Company is or will be required to give any Leased Equipment, which will not be removed prior notice to Closing, except for Sellers' rights under or obtain any Consent from any Person in connection with the execution and delivery of this AgreementAgreement or the consummation or performance of any of the Contemplated Transactions (insofar as the Contemplated Transactions relate to the Seller or the Company).

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellersthe Shareholders, enforceable against each Seller the Shareholders in accordance with its terms, subject to bankruptcy laws and laws affecting the rights of creditors generally. Upon the execution and delivery by Sellers the Shareholders of the documents described in Section 2.6(a) Escrow Agreement, the Employment Agreements, the Shareholders' Releases, and the Noncompetition Agreements (collectively, the "Seller Shareholders' Closing Documents"), the Seller Shareholders' Closing Documents will constitute the legal, valid, and binding obligations of Sellers the Shareholders, enforceable against Sellers the Shareholders in accordance with their respective terms, subject to bankruptcy laws and laws affecting the rights of creditors generally. Sellers have Each of the Shareholders has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller Shareholders' Closing Documents and to perform their respective obligations under this Agreement and the applicable Seller Shareholders' Closing Documents. (b) Except as set forth on in Part 3.2 of the Disclosure Schedule 3.2(b)Letter, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Sellers' articles Organizational Documents of incorporation or by-lawsthe Company, or (B) any resolution adopted by the boards board of directors or the stockholders Shareholders of Sellers; the Company; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, Transactions or to exercise any remedy or obtain any relief in respect of the Contemplated Transactionsunder, under any Legal Requirement or any Order to which Sellers, any Xxxxxx Asset the Company or any Leased Equipment is Shareholder, or would any of the assets owned or used by the Company, may be bound; subject; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and the Company or that otherwise relates toto the business of, or affectsany of the assets owned or used by, any Xxxxxx Asset or any Leased Equipment; the Company; (iv) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to the Knowledge of Sellers, cause either Buyer to become subject todeclare a default or exercise any remedy under, or to become liable for accelerate the payment maturity or per-formance of, or to cancel, terminate, or modify, any tax Applicable Contract; or (including, but not limited to, transfer, sales, income, gross receipts, license, payroll, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated Transactions; or (vvii) result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset of the assets owned or used by the Company. Except as set forth in Part 3.2 of the Disclosure Letter, no Shareholder or the Company is or will be required to give any Leased Equipment, which will not be removed prior notice to Closing, except for Sellers' rights under or obtain any Consent from any Person in connection with the execution and delivery of this AgreementAgreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against each Seller in accordance with its terms. Upon the execution and delivery by Sellers of the documents described in Section 2.6(a) (collectivelyClosing Documents, the "Seller Closing Documents"), the Seller Closing Documents will constitute the legal, valid, and binding obligations of Sellers Seller, enforceable against Sellers Seller in accordance with their respective terms. Sellers have 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 Closing Documents and to perform their respective the obligations under this Agreement and the applicable Seller Closing Documents. (b) Except as set forth on Disclosure Schedule 3.2(b), neither Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will (with will, directly or without notice or lapse of time):indirectly: (i) contravene, conflict with, or result in a violation of (A) any provision of the Sellers' articles Organizational Documents of incorporation or by-lawsthe Company, or (B) any resolution adopted by the boards board of directors or the stockholders of SellersSeller; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body Government Entity or other Person the right to challenge any of the Contemplated Transactions, Transactions or to exercise any remedy or obtain any relief in respect of the Contemplated Transactionsunder, under any Legal Requirement or any Order to which Sellersthe Company or Seller, any Xxxxxx Asset or any Leased Equipment is of the assets owned or would used by the Company, may be boundsubject; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body Government Entity the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and the Company or that otherwise relates toto the business of, or affectsany of the assets owned or used by, any Xxxxxx Asset or any Leased Equipmentthe Company; (iv) to cause Buyer or the Knowledge of Sellers, cause either Buyer Company to become subject to, or to become liable for the payment of, any tax Tax, except as otherwise set forth in this Agreement; (includingv) cause any of the assets owned by the Company to be reassessed or revalued by any taxing authority or other Government Entity; (vi) contravene, but not limited toconflict with, transferor result in a violation or Breach of any provision of, salesor give any Person the right to declare a default or exercise any remedy under, incomeor to accelerate the maturity or performance of, gross receiptsor to cancel, licenseterminate, payrollor modify, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated TransactionsApplicable Contract; or (vvii) result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset of the assets owned or used by the Company. (c) The execution and performance by Seller of this Agreement and the consummation of the Contemplated Transactions do not require any Leased Equipmentconsent or waiver by, which or filing with, any Government Entity and do not violate any Legal Requirement or decision of any court, Government Entity or arbitrator binding on Seller or the Company. (d) Neither Seller nor the Company is or will not be removed prior required to Closing, except for Sellers' rights under give any notice to or obtain any Consent from any Person in connection with the execution of this AgreementAgreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersBuyer, enforceable against each Seller Buyer in accordance with its terms. Upon execution, this Agreement, the execution Employment and delivery Noncompetition Agreements and the other documents executed by Sellers of the documents described Buyer in Section 2.6(a) connection herewith (collectively, the "Seller Buyer's Closing Documents"), the Seller Closing Documents ) will constitute the legal, valid, and binding obligations of Sellers Buyer, enforceable against Sellers Buyer in accordance with their respective terms. Sellers have Buyer has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller Buyer's Closing Documents to which it is a party and to perform their respective its obligations under this Agreement and the applicable Seller Buyer's Closing Documents. (b) Except as set forth on Disclosure Schedule 3.2(b), neither Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions will transactions contemplated herein by Buyer will, directly or indirectly (with or without notice or lapse of time): (i1) contravene, conflict with, or result in a violation of (A) any provision of the Sellers' articles organizational documents of incorporation or by-lawsthe Buyer, or (B) any resolution adopted by the boards board of directors or the stockholders of Sellersthe Buyer; (ii2) contravene, conflict with, or result in a violation of, or give any Governmental Body governmental body or other Person the right to challenge any of the Contemplated Transactions, transactions contemplated herein or to exercise any remedy or obtain any relief in respect of the Contemplated Transactionsunder, under any Legal Requirement or any Order to which SellersBuyer, any Xxxxxx Asset or any Leased Equipment is of the assets owned or would used by the Buyer, may be boundsubject, except as such shall not have a Material Adverse Effect; (iii3) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body governmental body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization governmental authorization that is held by either Seller and the Buyer or TSFG or that otherwise relates toto the business of, or affectsany of the assets owned or used by, any Xxxxxx Asset the Buyer or any Leased Equipment;TSFG, except as such shall not have a Material Adverse Effect. (iv4) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to the Knowledge of Sellers, cause either Buyer to become subject todeclare a default or exercise any remedy under, or to become liable for accelerate the payment maturity or performance of, or to cancel, terminate, or modify, any tax (includingmaterial contract of TSFG or Buyer, but except as such shall not limited to, transfer, sales, income, gross receipts, license, payroll, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including have a Material Adverse Effect. The Buyer is not required to give any interest notice to or penalty interest obtain any Consent from any Person or addition thereto) governmental body in connection with the exception execution and delivery of those incurred in this Agreement or the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated Transactions; or (v) result in the imposition consummation or creation performance of any Encumbrance upon or with respect to any Xxxxxx Asset or any Leased Equipment, which will not be removed prior to Closingof the transactions contemplated herein, except for Sellers' rights under this Agreementsuch as have been obtained. Buyer has made all filings required by Legal Requirements to be made by it in order to consummate the transactions contemplated herein.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Principal Sellers and the Sellers, enforceable against each Seller them in accordance with its terms. Upon the execution and delivery by the Principal Sellers of the documents described in Section 2.6(a) (collectivelyNoncompetition Agreements, the "Seller Closing Documents"), the Seller Closing Documents Noncompetition Agreements will constitute the legal, valid, and binding obligations of Sellers the Principal Sellers, enforceable against Sellers them in accordance with their respective terms. Sellers and the Principal Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller Closing Documents Noncompetition Agreements (as to the Principal Sellers) and to perform their respective obligations under this Agreement and the applicable Seller Closing DocumentsNoncompetition Agreements (as to the Principal Sellers). (b) Except as set forth on Disclosure Schedule 3.2(b), neither Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Sellers' articles Articles of incorporation Incorporation or by-laws, Bylaws of the Company; or (B) any resolution adopted by the boards board of directors or the stockholders of Sellers; the Company; or (iiC) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, or to exercise any remedy or obtain any relief in respect of the Contemplated Transactions, under any Legal Requirement or any Order to which Sellers, any Xxxxxx Asset or any Leased Equipment is or would be bound; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements ofof any permit, or give any Governmental Body governmental body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization permit or authorization that is held by either Seller and the Company or that otherwise relates toto the business of, or affectsany of the assets owned or used by, the Company; or (D) any Xxxxxx Asset provision of, or give any Leased Equipment; (iv) person the right to the Knowledge of Sellers, cause either Buyer to become subject todeclare a default or exercise any remedy under, or to become liable for accelerate the payment maturity or performance of, or to cancel, terminate, or modify, any tax (including, but not limited to, transfer, sales, income, gross receipts, license, payroll, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with contract to which the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated TransactionsCompany is bound; or (vii) result in the imposition or creation of any Encumbrance lien, claim or encumbrance upon or with respect to any Xxxxxx Asset of the assets owned or used by the Company. (c) Except as set forth in Part 3.2 of the Disclosure Letter, neither Sellers, the Principal Sellers nor the Company is or will be required to give any Leased Equipment, which will not be removed prior notice to Closing, except for Sellers' rights under or obtain any consent from any person in connection with the execution and delivery of this AgreementAgreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellersthe Company and the Company Shareholder, enforceable against each Seller the Company and the Company Shareholder in accordance with its terms. Upon the execution and delivery by Sellers Company and the Company Shareholder of the documents described in Section 2.6(a) Escrow Agreement and the Employment Agreement (collectively, the "Seller “Company’s and the Company Shareholder’s Closing Documents"”), the Seller Company’s and the Company Shareholder’s Closing Documents will constitute the legal, valid, and binding obligations of Sellers the Company and the Company Shareholder’s, enforceable against Sellers the Company and the Company Shareholder in accordance with their respective terms. Sellers have The Company and the Company Shareholder has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller Company’s and the Company Shareholder’s Closing Documents and to perform their respective obligations under this Agreement and the applicable Seller Company’s and the Company Shareholder’s Closing Documents. (b) Except as set forth on Disclosure Schedule 3.2(b)otherwise noted herein, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Sellers' articles Organizational Documents of incorporation or by-lawsthe Company, or (B) any resolution adopted by the boards board of directors or the stockholders Shareholders of Sellersthe Company; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, Transactions or to exercise any remedy or obtain any relief in respect of the Contemplated Transactionsunder, under any Legal Requirement or any Order to which Sellers, any Xxxxxx Asset the Company or any Leased Equipment is of the assets owned or would used by the Company, may be boundsubject; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and the Company or that otherwise relates toto the business of, or affectsany of the assets owned or used by, any Xxxxxx Asset or any Leased Equipmentthe Company; (iv) to cause Xxxxxxxx or the Knowledge of Sellers, cause either Buyer Company to become subject to, or to become liable for the payment of, any tax Tax; (includingv) cause any of the assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental Body; (vi) contravene, but not limited toconflict with, transferor result in a violation or breach of any provision of, salesor give any Person the right to declare a default or exercise any remedy under, incomeor to accelerate the maturity or performance of, gross receiptsor to cancel, licenseterminate, payrollor modify, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated TransactionsApplicable Contract; or (vvii) result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset of the assets owned or used by the Company. Neither the Company Shareholder nor the Company is or will be required to give any Leased Equipment, which notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions. Failure to obtain will not be removed prior to Closing, except for Sellers' rights under this Agreementcause a material adverse effect.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersBuyer, enforceable against each Seller Buyer in accordance with its terms. Upon the execution and delivery by Sellers Buyer of the documents described in Section 2.6(a) Consulting Agreement, the Leases, and the Registration Rights Agreement (collectively, the "Seller Buyer's Closing Documents"), the Seller Buyer's Closing Documents will constitute the legal, valid, and binding obligations of Sellers Buyer, enforceable against Sellers Buyer in accordance with their respective terms. Sellers have Buyer has the absolute and unrestricted right, power, authority, and capacity authority to execute and deliver this Agreement and the Seller Buyer's Closing Documents and to perform their respective its obligations under this Agreement and the applicable Seller Buyer's Closing Documents. The execution and delivery of this Agreement and Buyer's Closing Agreements and the consummation and performance of the contemplated Transactions have been duly authorized by all necessary corporate action on the part of the Buyer. (b) Except as set forth on Disclosure Schedule 3.2(b), neither Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Sellers' articles Organizational Documents of incorporation or by-lawsthe Buyer, or (B) any resolution adopted by the boards board of directors or the stockholders of Sellersthe Buyer; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, Transactions or to exercise any remedy or obtain any relief in respect of the Contemplated Transactionsunder, under any Legal Requirement or any Order to which Sellersthe Buyer, any Xxxxxx Asset or any Leased Equipment is of the assets owned or would used by the Buyer, may be boundsubject; (iii) to Seller's Knowledge, after giving of appropriate notices and making of appropriate filings, contravene, conflict with, or result in a violation of any of the terms or requirements of, or give cause any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and the Company or that otherwise relates toto the business of, or affectsany of the assets owned or used by, any Xxxxxx Asset or any Leased Equipmentthe Buyer; (iv) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to the Knowledge of Sellers, cause either Buyer to become subject todeclare a default or exercise any remedy under, or to become liable for accelerate the payment maturity or performance of, or to cancel, terminate, or modify any tax (including, but not limited to, transfer, sales, income, gross receipts, license, payroll, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such material agreement required to be filed as an exhibit to Buyer's business after the Closing Date and unrelated SEC Reports pursuant to the Contemplated TransactionsItem 601(b)(10) of Regulation S-K (17 C.F.R. ss. 229.601(b)(1)); or (v) result in any material respect in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset of the assets owned or any Leased Equipment, which will not be removed prior to Closing, except for Sellers' rights under this Agreementused by the Buyer.

Authority; No Conflict. (a) This Agreement, the Escrow Agreement constitutes and the Noncompetition Agreements constitute the legal, valid, and binding obligation of Sellersthe Company and the Shareholder to which each is a party, enforceable against each Seller in accordance with its terms. Upon the execution and delivery by Sellers of the documents described in Section 2.6(a) (collectively, the "Seller Closing Documents"), the Seller Closing Documents will constitute the legal, valid, and binding obligations of Sellers enforceable against Sellers them in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, moratorium, reorganization, or similar laws affecting creditor's rights generally and by general equitable principles (whether considered in a proceeding at equity or at law) and implied covenants of good faith and fair dealing. Sellers The Company and the Shareholder have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller Company's Closing Documents and to perform their respective obligations under this Agreement and the applicable Seller Company's Closing Documents. (b) Except as set forth on in Part 3.2 of the Disclosure Schedule 3.2(b)Letter, neither the execution and delivery of this Agreement or any other documents executed by either of the Company or the Shareholder in connection herewith, nor the consummation or performance of any of the Contemplated Transactions will (with will, directly or without notice or lapse of time):indirectly: (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the Sellers' articles Organizational Documents of incorporation or by-lawsthe Company, or (B) any resolution adopted by the boards board of directors or the stockholders Shareholder of Sellers; the Company, (iiC) contraveneany Legal Requirement or any Order to which the Company, conflict withthe Shareholder, or result in a violation ofany of the assets owned or used by them, may be subject, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions, Transactions or to exercise any remedy or obtain any relief in respect of the Contemplated Transactions, under any such Legal Requirement or any Order to which Sellers, any Xxxxxx Asset or any Leased Equipment is or would be bound; Order; (iiiD) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and the Company or that otherwise relates toto the business of, or affectsany of the assets owned or used by the Company, or (E) any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Xxxxxx Asset or any Leased EquipmentApplicable Contract; (ivii) cause any of the assets owned by the Company to the Knowledge of Sellers, cause either Buyer to become subject to, be reassessed or to become liable for the payment of, revalued by any tax (including, but not limited to, transfer, sales, income, gross receipts, license, payroll, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest taxing authority or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated Transactionsother Governmental Body; or (viii) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset of the assets owned or any Leased Equipmentused by the Company. Except as set forth in Part 3.2 of the Disclosure Letter and subject to the terms of Section 1.9 hereof, which the Company will not be removed prior required to Closinggive any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions including, except for Sellers' rights under this Agreementwithout limitation, assigning the Assigned Contracts to Buyer.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellerseach Shareholder and the Company, enforceable against each Seller Shareholder and the Company in accordance with its terms. Upon the execution and delivery (i) by Sellers the Shareholders that are Executives of the documents described in Section 2.6(aEmployment Agreements, (ii) by the Shareholders named as parties to the NexGen Company Agreement, (iii) by the Shareholders of the Non-competition Agreements and (ii) by the Shareholders Representative of the Escrow Agreement, (collectively, the "Seller “Shareholder Closing Documents"”), the Seller Shareholder Closing Documents will constitute the legal, valid, and binding obligations of Sellers Shareholders named as parties thereto or the Shareholders Representative, as the case may be, enforceable against Sellers such parties thereto in accordance with their respective terms. Sellers have Each Shareholder and the Shareholders Representative, as the case may be, has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller Shareholder Closing Documents to which they are named as parties and to perform their respective its obligations under this Agreement and the applicable Seller Shareholder Closing Documents. (b) Except as set forth on in Part 4.2 of the Disclosure Schedule 3.2(b)Letter, neither the execution and delivery of this Agreement nor by the Company, each Shareholder and the Shareholders Representative, as applicable, and the consummation of the transactions contemplated hereby does not and will not (i) violate any provision of, or performance result in the breach of the Organizational Documents of the Company, By-laws of the Company, or any resolution of the shareholders or directors or the Company in effect at the Closing; (ii) conflict with, result in a breach of or constitute a default under, terminate or result in the termination of, result in the acceleration of, create in any Party the right to accelerate, terminate, modify or cancel, or require any notice under any Applicable Contract, (iii) violate or breach any applicable law, rule, regulation, injunction, order, judgment, ruling, charge, decree or other restriction of any Governmental Body, (iv) result in the creation of any Encumbrance upon any of the Contemplated Transactions will (with properties or without assets of the Company, or constitute an event which, after notice or lapse of time): (i) contravenetime or both, conflict withwould result in any such violation, breach, termination or creation of an Encumbrance or result in a violation or revocation of (A) any provision of the Sellers' articles of incorporation required license, permit or by-laws, or (B) any resolution adopted by the boards of directors or the stockholders of Sellers; (ii) contravene, conflict with, or result in a violation of, or give approval from any Governmental Body or other Person third Party, (v) cause Buyer or the right to challenge any of the Contemplated Transactions, or to exercise any remedy or obtain any relief in respect of the Contemplated Transactions, under any Legal Requirement or any Order to which Sellers, any Xxxxxx Asset or any Leased Equipment is or would be bound; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and that otherwise relates to, or affects, any Xxxxxx Asset or any Leased Equipment; (iv) to the Knowledge of Sellers, cause either Buyer Company to become subject to, or to become liable for the payment of, any tax Tax; (includingvi) cause any of the assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental Body, but not limited toor (vii) give any Person the right to declare a default or exercise any remedy under, transferor to accelerate the maturity or performance of, salesor to cancel, incometerminate, gross receipts, license, payroll, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including or modify any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated Transactions; or (v) result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset or any Leased Equipment, which will not be removed prior to Closing, except for Sellers' rights under this Business Agreement.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersSeller, enforceable against each Seller in accordance with its terms. Upon the execution and delivery by Sellers Seller of the documents described in Section 2.6(a) Seller’s Releases and this Agreement (collectively, the "Seller “Seller’s Closing Documents"”), the Seller Seller’s Closing Documents will constitute the legal, valid, and binding obligations of Sellers Seller, enforceable against Sellers Seller in accordance with their respective terms. Sellers have Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller Seller’s Closing Documents and to perform their respective its obligations under this Agreement and the applicable Seller Seller’s Closing Documents. (b) Except as set forth on in Part 3.2 of the Disclosure Schedule 3.2(b)Letter, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Sellers' articles Organizational Documents of incorporation or by-lawsthe Company, or (B) any resolution adopted by the boards board of directors or the stockholders of Sellersthe Company; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, Transactions or to exercise any remedy or obtain any relief in respect of the Contemplated Transactionsunder, under any Legal Requirement or any Order to which Sellersthe Company or either Seller, any Xxxxxx Asset or any Leased Equipment is of the assets owned or would used by the Company, may be boundsubject; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and the Company or that otherwise relates toto the business of, or affectsany of the assets owned or used by, any Xxxxxx Asset or any Leased Equipmentthe Company; (iv) to cause Buyer or the Knowledge of Sellers, cause either Buyer Company to become subject to, or to become liable for the payment of, any tax (includingTax, but not limited to, transfer, other than any sales, incomeuse, gross receiptsor transfer tax resulting from any 338(h)(10) election made pursuant to Section 5.10 hereinbelow; (v) cause any of the assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental Body; (vi) contravene, licenseconflict with, payrollor result in a violation or breach of any provision of, employmentor give any Person the right to declare a default or exercise any remedy under, exciseor to accelerate the maturity or performance of, severanceor to cancel, stamp occupationterminate, premiumor modify, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated TransactionsApplicable Contract; or (vvii) result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset of the assets owned or used by the Company. Except as set forth in Part 3.2 of the Disclosure Letter, neither Seller nor the Company is or will be required to give any Leased Equipment, which will notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions. (c) Seller is acquiring the Promissory Note for its own account and not be removed prior with a view to Closing, except for Sellers' rights its distribution within the meaning of Section 2(11) of the Securities Act. Seller is an “accredited investor” as such term is defined in Rule 501(a) under this Agreementthe Securities Act.

Authority; No Conflict. (a) This Agreement, assuming this Agreement constitutes a valid and binding obligation of UNIT and UDC, constitutes the legal, valid, and binding obligation of Sellersthe Company, enforceable against each Seller the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy or principles applicable to creditors' rights generally or governing the availability of equitable relief. Upon the execution and delivery by Sellers the Shareholders of the documents described in Section 2.6(a) Shareholders' Releases and the execution and delivery by the required Shareholders of the Noncompetition Agreements (collectively, the "Seller Shareholders' Closing Documents"), the Seller Shareholders' Closing Documents will constitute the legal, valid, and binding obligations of Sellers the signatory Shareholders, enforceable against Sellers the signatory Shareholders in accordance with their respective terms. Sellers have The Company has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller Closing Documents and to perform their respective its obligations under this Agreement and the applicable Seller Closing DocumentsAgreement. (b) Except as set forth on Disclosure Schedule 3.2(b), neither Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Sellers' articles Organizational Documents of incorporation or by-lawsthe Company, or (B) any resolution adopted by the boards board of directors or the stockholders of Sellersany Company, or (C) any trust instrument or agreement of or relating to any Shareholder; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, Transactions or to exercise any remedy or obtain any relief in respect of the Contemplated Transactionsunder, under any Legal Requirement or any Order to which Sellersthe Company or the Shareholders, any Xxxxxx Asset or any Leased Equipment is of the assets owned or would used by the Company, may be boundsubject; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and the Company or that otherwise relates toto the business of, or affectsany of the assets owned or used by, any Xxxxxx Asset or any Leased Equipmentthe Company; (iv) to cause UNIT, or UDC or the Knowledge of Sellers, cause either Buyer Company to become subject to, or to become liable for the payment of, any tax (including, but not limited to, transfer, sales, income, gross receipts, license, payroll, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including Taxes other than any interest Taxes that may become payable as a result of actions taken by UNIT or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business UDC after the Closing Date and unrelated Closing; (v) cause any of the assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental Body; (vi) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the Contemplated Transactionsright to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or (vvii) result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset of the assets owned or used by the Company. (c) Neither the Company nor any Leased Equipmentof the Shareholders are or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions other than (i) in connection or compliance with any applicable provisions of Oklahoma Law, which will the HSR Act, the Securities Act and the Exchange Act and any applicable state securities laws or regulations, and (ii) such filings or registrations which, if not be removed prior made, and such authorizations, consents or approvals which, if not received, would not have any material adverse effect on the business, financial condition, equipment or properties of the Company or on the ability of the Company and the Shareholders to Closing, except for Sellers' rights under this Agreementconsummate the transactions contemplated hereby.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Company and the Sellers, enforceable against each Seller the Company and the Sellers in accordance with its termsterms except as may be limited by (i) bankruptcy, insolvency, or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (whether enforcement is sought at law or in equity). Upon the execution and delivery by Sellers of the The documents described set forth in Section 2.6(a) 6.3 (collectively, the "Seller “Sellers’ Closing Documents"”), the Seller Closing Documents will constitute the legal, valid, and binding obligations of Sellers the Sellers, enforceable against Sellers each Seller a party thereto in accordance with their respective termsterms except as may be limited by (i) bankruptcy, insolvency, or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (whether enforcement is sought at law or in equity). Sellers have Each of the Company and each Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller Sellers’ Closing Documents to which it is a party and to perform their respective its obligations under this Agreement and the applicable Seller such Sellers’ Closing Documents. (b) Except as set forth on in Part 3.3 of the Disclosure Schedule 3.2(b)Schedule, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will transactions contemplated herein will, directly or indirectly (with or without notice or lapse of time): (i) contraveneContravene, conflict with, or result in a violation of (A) any provision of the Sellers' articles Organizational Documents of incorporation or by-lawsthe Company, or (B) any resolution adopted by the boards board of directors or the stockholders shareholders of Sellersthe Company; (ii) contraveneContravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, transactions contemplated herein or to exercise any remedy or obtain any relief in respect of the Contemplated Transactionsunder, under any Legal Requirement or any Order to which Sellers, any Xxxxxx Asset the Company or any Leased Equipment is Seller, or would any of the assets owned or used by the Company, may be boundsubject; (iii) contraveneContravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and the Company or that otherwise relates toto the business of, or affectsany of the assets owned or used by, any Xxxxxx Asset or any Leased Equipmentthe Company; (iv) to Cause the Knowledge of Sellers, cause either Buyer or the Company to become subject to, or to become liable for the payment of, any tax Tax; (includingv) Materially contravene, but not limited toconflict with, transferor result in a material violation or breach of any provision of, salesor give any Person the right to declare a material default or exercise any remedy under, incomeor to accelerate the maturity or performance of, gross receiptsor to cancel, licenseterminate, payrollor adversely modify, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated TransactionsApplicable Contract; or (vvi) result Result in the imposition or creation of any Encumbrance Lien upon or with respect to any Xxxxxx Asset of the assets owned or used by the Company. (c) Except as set forth in Part 3.3 of the Disclosure Schedule, neither the Company nor any Leased Equipment, which Seller is or will not be removed prior required to Closing, except for Sellers' rights under give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this AgreementAgreement or the consummation or performance of any of the transactions contemplated herein.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, A. The Company has all necessary corporate power and binding obligation of Sellers, enforceable against each Seller in accordance with its terms. Upon the execution and delivery by Sellers of the documents described in Section 2.6(a) (collectively, the "Seller Closing Documents"), the Seller Closing Documents will constitute the legal, valid, and binding obligations of Sellers enforceable against Sellers in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity authority to execute and deliver this Agreement and the Seller Closing Documents and to perform their respective its obligations under hereunder and, subject only to obtaining the approval of the shareholders of the Company of the Merger (the "Shareholder Approval"), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Company and the consummation by Company of the transactions contemplated hereby have been duly and validly approved by the Company Board of Directors, as required by applicable law and the Company Board of Directors has, as of the date of this Agreement, determined (i) that the Merger is advisable and fair to, and in the best interests of Company and its shareholders and (ii) to recommend that the shareholders of Company approve and adopt this Agreement and approve the Merger. This Agreement is, or when executed and delivered by the Company will be, a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as to the effect, if any, of (i) applicable Seller Closing Documentsbankruptcy and other similar laws affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. (b) B. Except as set forth on in Schedule 3.2 of the Company Disclosure Schedule 3.2(b)Schedule, neither the execution and delivery of this Agreement nor by the Company nor, after obtaining the Shareholder Approval, the consummation or performance of any of the Contemplated Transactions will will, directly or indirectly (with or without notice or lapse of time): (i) contraveneContravene, conflict with, or result in a violation of (A) any provision of the Sellers' articles Organizational Documents of incorporation or by-laws, or (B) any resolution adopted by the boards of directors Company or the stockholders of SellersSubsidiary; (ii) contraveneContravene, conflict with, or result in a violation of, or give any Governmental Body or or, to the Knowledge of the Company, other Person the right to challenge any of the Contemplated Transactions, Transactions or to exercise any remedy or obtain any relief in respect of the Contemplated Transactionsunder, under any Legal Requirement or any Order to which Sellersthe Company or the Subsidiary, any Xxxxxx Asset or any Leased Equipment is of the assets owned or would used by the Company or the Subsidiary, may be boundsubject; (iii) Subject to the filing of the Articles of Merger with the Colorado Secretary of State, contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and the Company or the Subsidiary or that otherwise relates toto the business of, or affects, any Xxxxxx Asset of the assets owned or any Leased Equipmentused by the Company or the Subsidiary; (iv) to Cause the Knowledge of Sellers, cause either Buyer Company or the Subsidiary to become subject to, or to become liable for the payment of, any tax Tax; (includingv) Cause any of the assets owned by the Company or the Subsidiary to be reassessed or revalued by any taxing authority or other Governmental Body; (vi) Contravene, but not limited toconflict with, transferor result in a violation or breach of any provision of, salesor give any Person the right to declare a default or exercise any remedy under, incomeor to accelerate the maturity or performance of, gross receiptsor to cancel, licenseterminate, payrollor modify, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest material Contract to which Company or penalty interest the Subsidiary is a party or addition thereto) with by which Company or the exception Subsidiary or its or any of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated Transactionstheir respective properties are bound or affected; or (vvii) result Result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset of the assets owned or any Leased Equipmentused by the Company or the Subsidiary. C. Except as set forth in Schedule 3.2 of the Company Disclosure Schedule and such other consents, which authorizations, filings, approvals and registrations which, if not obtained or made, would not have a Company Material Adverse Effect or have a material adverse effect on the ability of the parties to consummate the Merger, the Company and the Subsidiary are not or will not be removed prior required to Closing, except for Sellers' rights under give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this AgreementAgreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellersthe Company, enforceable against each Seller the Company in accordance with its terms. Upon Seller and the execution and delivery by Sellers of the documents described in Section 2.6(a) (collectively, the "Seller Closing Documents"), the Seller Closing Documents will constitute the legal, valid, and binding obligations of Sellers enforceable against Sellers in accordance with their respective terms. Sellers Company have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller Closing Documents other documents required to be delivered hereunder and to perform their respective obligations under this Agreement and the applicable Seller Closing DocumentsAgreement. (b) Except as set forth on Disclosure Schedule 3.2(b), neither Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Sellers' articles Organizational Documents of incorporation or by-lawsthe Company, or (B) any resolution adopted by the boards board of directors or the stockholders of Sellersthe Company; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, Transactions or to exercise any remedy or obtain any relief in respect of the Contemplated Transactionsunder, under any Legal Requirement or any Order to which Sellersthe Company or Seller, any Xxxxxx Asset or any Leased Equipment is of the assets owned or would used by the Company, may be boundsubject; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and the Company or that otherwise relates toto the business of, or affectsany of the assets owned or used by, any Xxxxxx Asset or any Leased Equipmentthe Company; (iv) to cause Buyer or the Knowledge of Sellers, cause either Buyer Company to become subject to, or to become liable for the payment of, any tax Tax; (includingv) cause any of the assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental Body; (vi) contravene, but not limited toconflict with, transferor result in a violation or breach of any provision of, salesor give any Person the right to declare a default or exercise any remedy under, incomeor to accelerate the maturity or performance of, gross receiptsor to cancel, licenseterminate, payrollor modify, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated TransactionsApplicable Contract; or (vvii) result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset of the assets owned or used by the Company. Neither Seller nor the Company is or will be required to give any Leased Equipment, which will not be removed prior notice to Closing, except for Sellers' rights under or obtain any consent from any Person in connection with the execution and delivery of this AgreementAgreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) A. This Agreement constitutes the legal, valid, and binding obligation of SellersSeller, enforceable against each Seller in accordance with its terms. Upon the execution and delivery by Sellers Seller of the closing documents described set forth in Section 2.6(a) 2.4A (collectively, the "Seller Seller's Closing Documents"), the Seller Seller's Closing Documents will constitute the legal, valid, and binding obligations of Sellers Seller, enforceable against Sellers Seller in accordance with their respective terms. Sellers have Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller Seller's Closing Documents and to perform their respective his obligations under this Agreement and the applicable Seller Seller's Closing Documents. (b) B. Except as set forth on in Schedule 3.2 of the Disclosure Schedule 3.2(b)Schedule, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will will, directly or indirectly (with or without notice or lapse of time): (i) contraveneContravene, conflict with, or result in a violation of (A1) any provision of the Sellers' articles Organizational Documents of incorporation or by-laws, the Company or (B2) any resolution adopted by the boards board of directors or the stockholders of Sellersthe Company; (ii) contraveneContravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, Transactions or to exercise any remedy or obtain any relief in respect of the Contemplated Transactionsunder, under any Legal Requirement or any Order to which SellersSeller or the Company, any Xxxxxx Asset or any Leased Equipment is of the assets owned or would used by Seller, may be boundsubject; (iii) contraveneContravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and or that otherwise relates toto the business of, or affectsany of the assets owned or used by, any Xxxxxx Asset or any Leased Equipmentthe Company; (iv) to the Knowledge of Sellers, cause either Cause Buyer or Seller to become subject to, or to become liable for the payment of, any tax Tax; (includingv) Contravene, but not limited toconflict with, transferor result in a violation or breach of any provision of, salesor give any Person the right to declare a default or exercise any remedy under, incomeor to accelerate the maturity or performance of, gross receiptsor to cancel, licenseterminate, payrollor modify, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated TransactionsApplicable Contract; or (vvi) result Result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset of the assets owned or used by Seller. Except as set forth in Schedule 3.2 of the Disclosure Schedule, Seller nor the Company is or will be required to give any Leased Equipment, which will not be removed prior notice to Closing, except for Sellers' rights under or obtain any Consent from any Person in connection with the execution and delivery of this AgreementAgreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against each Seller Sellers in accordance with its terms. Upon the execution and delivery by Sellers of the documents described in Section 2.6(a) Sellers' Releases, and the Noncompetition Agreements (collectively, the "Seller Sellers' Closing Documents"), the Seller Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers Sellers, enforceable against Sellers in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller Sellers' Closing Documents and to perform their respective obligations under this Agreement and the applicable Seller Sellers' Closing Documents. (b) . Except as set forth on in Part 3.2 of the Disclosure Schedule 3.2(b)Letter, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will will, directly or indirectly (with or without notice or lapse of time): (i) ): contravene, conflict with, or result in a violation of (A) any provision of the Sellers' articles Organizational Documents of incorporation or by-lawsthe Acquired Company, or (B) any resolution adopted by the boards of directors board or the stockholders participants of Sellers; (ii) the Acquired Company; contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, Transactions or to exercise any remedy or obtain any relief in respect of the Contemplated Transactionsunder, under any Legal Requirement or any Order to which Sellersthe Acquired Company or either Seller, any Xxxxxx Asset or any Leased Equipment is of the assets owned or would used by the Acquired Company, may be bound; (iii) subject; contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and the Acquired Company or that otherwise relates toto the business of, or affectsany of the assets owned or used by, any Xxxxxx Asset the Acquired Company; cause Buyer or any Leased Equipment; (iv) to the Knowledge of Sellers, cause either Buyer Acquired Company to become subject to, or to become liable for the payment of, any tax (includingTax; cause any of the assets owned by the Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body; contravene, but not limited toconflict with, transferor result in a violation or breach of any provision of, salesor give any Person the right to declare a default or exercise any remedy under, incomeor to accelerate the maturity or performance of, gross receiptsor to cancel, licenseterminate, payrollor modify, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest Applicable Contract; or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated Transactions; or (v) result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset of the assets owned or used by the Acquired Company. Except as set forth in Part 3.2 of the Disclosure Letter, no Seller or the Acquired Company is or will be required to give any Leased Equipmentnotice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions, which will including specifically but not be removed prior limited to Closingthe Company's rights to engage in commercial mining at Toukhmanouk and the surrounding license areas well as to operate an associated pilot plant there, except including the sale of their products domestically and for Sellers' rights under this Agreementexport.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against each Seller Sellers in accordance with its terms. Upon the execution and delivery by Sellers of the documents described in Section 2.6(a) Escrow Agreement, the Employment Agreements, the Sellers' Release, the Noncompetition Agreement and the Guaranty (collectively, the "Seller Sellers' Closing Documents"), the Seller Sellers' Closing Documents and the Bridge Loan Agreement will constitute the legal, valid, and binding obligations of Sellers Sellers, enforceable against Sellers in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller Sellers' Closing Documents and to perform their respective obligations under this Agreement and the applicable Seller Sellers' Closing Documents. (b) Except as set forth on in Part 3.2 of the Disclosure Schedule 3.2(b)Letter, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Sellers' articles Organizational Documents of incorporation or by-lawsthe Company, or (B) any resolution adopted by the boards board of directors or the stockholders members of Sellersthe Company; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, Transactions or to exercise any remedy or obtain any relief in respect of the Contemplated Transactionsunder, under any Legal Requirement or any Order to which Sellers, any Xxxxxx Asset the Company or any Leased Equipment is Seller, or would any of the assets owned or used by the Company, may be boundsubject; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and the Company or that otherwise relates toto the business of, or affectsany of the assets owned or used by, any Xxxxxx Asset or any Leased Equipmentthe Company; (iv) to cause Buyer or the Knowledge of Sellers, cause either Buyer Company to become subject to, or to become liable for the payment of, any tax Tax; (includingv) cause any of the assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental Body; (vi) contravene, but not limited toconflict with, transferor result in a violation or breach of any provision of, salesor give any Person the right to declare a default or exercise any remedy under, incomeor to accelerate the maturity or performance of, gross receiptsor to cancel, licenseterminate, payrollor modify, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated TransactionsApplicable Contract; or (vvii) result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset of the assets owned or used by the Company. Except as set forth in Part 3.2 of the Disclosure Letter, neither the Company nor any Leased Equipment, which Seller is or will not be removed prior required to Closing, except for Sellers' rights under give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this AgreementAgreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against each Seller Sellers in accordance with its terms. Upon execution, this Agreement, the execution Employment and delivery by Sellers of Noncompetition Agreements, the documents described in Section 2.6(a) Sellers' Releases, and the Lease (collectively, the "Seller Sellers' Closing Documents"), the Seller Closing Documents ) will constitute the legal, valid, and binding obligations of Sellers (or the other parties to such documents), enforceable against Sellers (or the other appropriate parties to such documents) in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller Sellers' Closing Documents to which they are a party and to perform their respective obligations under this Agreement and the applicable Seller Sellers' Closing DocumentsDocuments (to which they are a party). (b) Except as set forth on Disclosure Schedule 3.2(b), neither Neither the execution and delivery of this Agreement by Sellers nor the consummation or performance of any of the Contemplated Transactions will transactions contemplated herein by Sellers will, directly or indirectly (with or without notice or lapse of time): (i1) contravene, conflict with, or result in a violation of (A) any provision of the Sellers' articles organizational documents of incorporation or by-lawsthe Company, or (B) any resolution adopted by the boards board of directors or the stockholders of Sellersthe Company; (ii2) contravene, conflict with, or result in a violation of, or give any Governmental Body governmental body or other Person the right to challenge any of the Contemplated Transactions, transactions contemplated herein or to exercise any remedy or obtain any relief in respect of the Contemplated Transactionsunder, under any Legal Requirement or any Order to which Sellersthe Company or either Seller, any Xxxxxx Asset or any Leased Equipment is of the assets owned or would used by the Company, may be boundsubject, except as such shall not have a Material Adverse Effect; (iii3) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body governmental body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and the Company or that otherwise relates toto the business of, or affectsany of the assets owned or used by, any Xxxxxx Asset or any Leased Equipmentthe Company, except as such shall not have a Material Adverse Effect; (iv4) to cause the Knowledge of Sellers, cause either Buyer Company to become subject to, or to become liable for the payment of, any Tax for State or local tax purposes; (including5) [reserved]; (6) contravene, but conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract, except as such shall not limited to, transfer, sales, income, gross receipts, license, payroll, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated Transactionshave a Material Adverse Effect; or (v7) result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset of the assets owned or used by the Company. Neither the Sellers nor the Company is or will be required to give any Leased Equipment, which will not notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated herein. Sellers have caused the Company to make all filings required by Legal Requirements to be removed prior made by them in order to Closing, except for Sellers' rights under this Agreementconsummate the transactions contemplated herein and to obtain all Consents identified in Part 3.2 of the Disclosure Letter.

Authority; No Conflict. (a) i. This Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against each Seller any agreement executed in accordance with its terms. Upon the execution and delivery by Sellers of the documents described in Section 2.6(a) (collectively, the "Seller Closing Documents"), the Seller Closing Documents will connection herewith constitute the legal, valid, valid and binding obligations of Sellers the Company, enforceable against Sellers the Company in accordance with their respective terms. Sellers have The Company has the absolute and unrestricted right, power, authority, authority and capacity to execute and deliver this Agreement and the Seller Closing Documents any agreement executed in connection herewith and to perform their respective its obligations under this Agreement hereunder and the applicable Seller Closing Documentsthereunder. (b) ii. Except as set forth on Disclosure in Schedule 3.2(b4.1(b), neither the execution and delivery of this Agreement by the Company, nor the consummation or performance of any of the obligations contained in this Agreement or Contemplated Transactions will by the Company will, directly or indirectly (with or without notice or lapse of time): (i) a. contravene, conflict with, with or result in a violation of (Ax) any provision of the Sellers' articles Organizational Documents of incorporation or by-laws, the Company or (By) any resolution adopted by the boards board of directors or the stockholders shareholders of Sellersthe Company; (ii) b. contravene, conflict with, with or result in a violation of, or give any Governmental Body governmental body or other Person the right to challenge any of the Contemplated Transactions, Transactions or to exercise any remedy or obtain any relief in respect of the Contemplated Transactionsunder, under any Legal Requirement or any Order to which Sellers, any Xxxxxx Asset the Company or any Leased Equipment is of the assets owned or would used by the Company may be boundsubject; (iii) c. contravene, conflict with, with or result in a violation or breach of any of the terms or requirements provision of, or give any Governmental Body Person the right to revokedeclare a default or exercise any remedy under, withdrawor to accelerate the maturity or performance of, suspend, or to cancel, terminate, terminate or modify, any Governmental Authorization that is held by either Seller and that otherwise relates to, or affects, any Xxxxxx Asset this Agreement or any Leased EquipmentApplicable Contract; (iv) d. result in the imposition or creation of any material encumbrance upon or with respect to any of the Knowledge of Sellers, assets owned or used by the Company; e. cause either Buyer the Company to become subject to, or to become liable for the payment of, any tax (includingtax; or f. cause any of the assets owned by the Company to be reassessed or revalued by any taxing authority or other governmental body, but not limited to, transfer, sales, income, gross receipts, license, payroll, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) except in connection with the exception transfer of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated real estate pursuant to this Agreement or the Contemplated Transactions; or (v) result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset or any Leased Equipment, which will not be removed prior to Closing, except for Sellers' rights under this Agreement.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, valid and binding obligation of Sellersthe Company, enforceable against each Seller the Company in accordance with its terms. Upon The Company has the execution and delivery by Sellers of the documents described in Section 2.6(a) (collectively, the "Seller Closing Documents"), the Seller Closing Documents will constitute the legal, valid, and binding obligations of Sellers enforceable against Sellers in accordance with their respective terms. Sellers have the absolute and unrestricted full right, power, authority, authority and capacity to execute and deliver this Agreement and Agreement, to issue the Seller Closing Documents Shares to Buyer, and to perform their respective its obligations under this Agreement and the applicable Seller Closing Documents. (b) Except as set forth on Disclosure Schedule 3.2(b), neither hereunder. Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will will, directly or indirectly: (a) contravene, conflict with or result (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of (Ai) any provision of the Sellers' articles provisions of incorporation or by-laws, the Organizational Documents of the Company or (Bii) any resolution adopted by the boards board of directors or the stockholders of Sellersthe Company; (iib) contravene, conflict with, with or result (with or without notice or lapse of time) in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, or to exercise any remedy or obtain any relief in respect of the Contemplated Transactions, under any Legal Requirement or any Order to which Sellers, any Xxxxxx Asset the Company or any Leased Equipment is of the assets owned or would used by the Company, may be boundsubject; (iiic) contravene, conflict with, with or result (with or without notice or lapse of time) in a violation of any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, terminate or modify, any Governmental Authorization that is held by either Seller and the Company or that otherwise relates toto the business of, or affectsany of the assets owned or used by, any Xxxxxx Asset or any Leased Equipmentthe Company; (ivd) contravene, conflict with or result (with or without notice or lapse of time) in a violation or breach of any of the provisions of, or give any Person the right (with or without notice or lapse of time) to the Knowledge of Sellers, cause either Buyer to become subject todeclare a default or exercise any remedy under, or to become liable for accelerate the payment ofmaturity or performance of or cancel, terminate or modify, any tax (includingContract to which the Company or any Subsidiary is a party or under which the Company or any Subsidiary has any rights, but not limited toor by which the Company or any Subsidiary, transferor any of the assets owned or used by the Company or any Subsidiary, sales, income, gross receipts, license, payroll, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated Transactionsmay be bound; or (ve) result (with or without notice or lapse of time) in the imposition or creation of any Encumbrance lien or encumbrance upon or with respect to any Xxxxxx Asset of the assets owned or used by the Company or any Leased Equipment, which Subsidiary. The Company and each Subsidiary is not and will not be removed prior required to Closing, except for Sellers' rights under give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this AgreementAgreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement has been duly authorized and validly executed and delivered by the Company and constitutes the legal, valid, and binding obligation of Sellersthe Company, enforceable against each Seller the Company in accordance with its terms. Upon the execution and delivery , except as may be limited by Sellers of the documents described in Section 2.6(a(i) (collectivelyapplicable bankruptcy, the "Seller Closing Documents")insolvency, the Seller Closing Documents will constitute the legalreorganization, validmoratorium, and binding obligations other laws of Sellers enforceable against Sellers in accordance with their respective termsgeneral application affecting enforcement of creditors' rights generally and (ii) laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Sellers have the absolute The Company has all necessary corporate power and unrestricted right, power, authority, and capacity authority to execute and deliver this Agreement and the Seller Closing Documents and to perform their respective its obligations under this Agreement and the applicable Seller Closing DocumentsAgreement. (b) Except as set forth on in Part 3.2 of the Disclosure Schedule 3.2(b)Letter, neither the execution and delivery of this Agreement nor the consummation or performance of any the obligations of the Contemplated Company, Locus USA and the Company Shareholders in connection with the Transactions will will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Sellers' articles Organizational Documents of incorporation the Company or by-lawsLocus USA, or (B) any resolution adopted by the boards board of directors or the stockholders of Sellersthe Company or Locus USA; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, Transactions or to exercise any remedy or obtain any relief in respect of the Contemplated Transactionsunder, under any Legal Requirement or any Order to which Sellers, any Xxxxxx Asset the Company or Locus USA or any Leased Equipment is of the assets owned or would used by the Company or Locus USA, may be boundsubject; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and the Company or Locus USA or that otherwise relates toto the business of, or affectsany of the assets owned or used by, any Xxxxxx Asset the Company or any Leased EquipmentLocus USA; (iv) to the Knowledge of Sellers, cause either Buyer to become subject to, or to become liable for the payment of, any tax (including, but not limited to, transfer, sales, income, gross receipts, license, payroll, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated Transactions; or (v) result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset or any Leased Equipment, which will not be removed prior to Closing, except for Sellers' rights under this Agreement.

Authority; No Conflict. (a) A. This Agreement constitutes the legal, valid, and binding obligation of SellersSeller, enforceable against each Seller in accordance with its terms. Upon the execution and delivery by Sellers Seller of the closing documents described set forth in Section 2.6(a) 2.4A (collectively, the "Seller Seller's Closing Documents"), the Seller Seller's Closing Documents will constitute the legal, valid, and binding obligations of Sellers Seller, enforceable against Sellers Seller in accordance with their respective terms. Sellers have Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller Seller's Closing Documents and to perform their respective his obligations under this Agreement and the applicable Seller Seller's Closing Documents. (b) B. Except as set forth on in SCHEDULE 3.2 of the Disclosure Schedule 3.2(b)Schedule, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will will, directly or indirectly (with or without notice or lapse of time): (i) contraveneContravene, conflict with, or result in a violation of (A1) any provision of the Sellers' articles Organizational Documents of incorporation or by-laws, the Company or (B2) any resolution adopted by the boards board of directors or the stockholders of Sellersthe Company; (ii) contraveneContravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, Transactions or to exercise any remedy or obtain any relief in respect of the Contemplated Transactionsunder, under any Legal Requirement or any Order to which SellersSeller or the Company, any Xxxxxx Asset or any Leased Equipment is of the assets owned or would used by Seller, may be boundsubject; (iii) contraveneContravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and or that otherwise relates toto the business of, or affectsany of the assets owned or used by, any Xxxxxx Asset or any Leased Equipmentthe Company; (iv) to the Knowledge of Sellers, cause either Buyer to become subject to, or to become liable for the payment of, any tax (including, but not limited to, transfer, sales, income, gross receipts, license, payroll, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated Transactions; or (v) result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset or any Leased Equipment, which will not be removed prior to Closing, except for Sellers' rights under this Agreement.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersSeller, enforceable against each Seller him in accordance with its terms. Upon the execution and delivery by Sellers Seller of the documents described in Section 2.6(a) Escrow Agreement, the Noncompetition Agreement, the Employment Agreement and the Subscription Agreement (collectively, the "Seller Seller's Closing Documents"), the Seller Seller's Closing Documents will constitute the legal, valid, and binding obligations of Sellers Seller, enforceable against Sellers him in accordance with their respective terms. Sellers have Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller Seller's Closing Documents and to perform their respective his obligations under this Agreement and the applicable Seller Seller's Closing Documents. (b) Except as set forth on Disclosure Schedule 3.2(b), neither Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Sellers' articles Articles of incorporation Incorporation or by-laws, Bylaws of the Company; or (B) any resolution adopted by the boards board of directors or the stockholders of Sellers; the Company; or (iiC) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, or to exercise any remedy or obtain any relief in respect of the Contemplated Transactions, under any Legal Requirement or any Order to which Sellers, any Xxxxxx Asset or any Leased Equipment is or would be bound; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body governmental body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization permit or authorization that is held by either Seller and the Company or that otherwise relates toto the business of, or affectsany of the assets owned or used by, the Company; or (D) any Xxxxxx Asset provision of, or give any Leased Equipment; (iv) person the right to the Knowledge of Sellers, cause either Buyer to become subject todeclare a default or exercise any remedy under, or to become liable for accelerate the payment maturity or performance of, or to cancel, terminate, or modify, any tax (including, but not limited to, transfer, sales, income, gross receipts, license, payroll, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with contract to which the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated TransactionsCompany is bound; or (vii) result in the imposition or creation of any Encumbrance lien, claim or encumbrance upon or with respect to any Xxxxxx Asset of the assets owned or used by the Company. (c) Except as set forth in Part 3.2 of the Company Disclosure Letter, neither Seller nor the Company is or will be required to give any Leased Equipment, which will not be removed prior notice to Closing, except for Sellers' rights under or obtain any consent from any person in connection with the execution and delivery of this AgreementAgreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against each Seller Sellers in accordance with its terms. Upon the execution and delivery by Sellers of the documents described in Section 2.6(a) Sellers' Release and MIS Contract (collectively, the "Seller Sellers' Closing Documents"), the Seller Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers Sellers, enforceable against Sellers in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller Sellers' Closing Documents and to perform their respective its obligations under this Agreement and the applicable Seller Sellers' Closing Documents. (b) Except as set forth on in part 3.2 of the Disclosure Schedule 3.2(b)Letter, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Sellers' articles Organizational Documents of incorporation or by-lawsthe Company, or (B) any resolution adopted by the boards board of directors or the stockholders of Sellersthe Company; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, Transactions or to exercise any remedy or obtain any relief in respect of the Contemplated Transactionsunder, under any Legal Requirement or any Order to which the Company or Sellers, any Xxxxxx Asset or any Leased Equipment is of the assets owned or would used by the Company, may be boundsubject; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and the Company or that otherwise relates toto the business of, or affects, any Xxxxxx Asset of the assets owned or any Leased Equipmentused by the Company; (iv) to cause Buyer or the Knowledge of Sellers, cause either Buyer Company to become subject to, or to become liable for the payment of, any tax (including, but not limited to, transfer, sales, income, gross receipts, license, payroll, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated Transactions; orTax; (v) cause any of the assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental Body; (vi) contravene, conflict with, or result in the imposition a violation or creation breach of any Encumbrance upon provision of, or with respect give any Person the right to declare a default or exercise any Xxxxxx Asset remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Leased Equipment, which will not be removed prior to Closing, except for Sellers' rights under this Agreement.Applicable Contract; or

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersBuyer, enforceable against each Seller Buyer in accordance with its terms. Upon the execution and delivery by Sellers Buyer of the Buyer's Closing Certificate and any other documents described in Section 2.6(a) required to be delivered by Buyer at Closing (collectively, the "Seller Buyer's Closing DocumentsDocument"), the Seller Buyer's Closing Documents will constitute the legal, valid, and binding obligations of Sellers Buyer, enforceable against Sellers Buyer in accordance with their respective terms. Sellers have Buyer has the absolute and unrestricted right, power, authority, and capacity authority to execute and deliver this Agreement and the Seller Buyer's Closing Documents and to perform their respective its obligations under this Agreement and the applicable Seller Buyer's Closing Documents. (b) Except as set forth on Disclosure Schedule 3.2(b), neither Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Sellers' articles Organizational Documents of incorporation or by-laws, or (B) any resolution adopted by the boards of directors or the stockholders of SellersBuyer; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, or to exercise any remedy or obtain any relief in respect of the Contemplated Transactions, under any Legal Requirement or any Order to which SellersBuyer, any Xxxxxx Asset or any Leased Equipment is of the assets owned or would used by either Buyer, may be boundsubject; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, any Governmental Authorization that is held by Buyer or that otherwise relates to the business of, or any of the assets owned or used by, Buyer; (iv) contravene, conflict with, or result in a violation or breach of any provision of, or give any Governmental Body Person the right to revokedeclare a default or exercise any remedy under, withdrawor to accelerate the maturity or performance of, suspend, or to cancel, terminate, or modify, any Governmental Authorization that Contract (including without limitation any loan documents) to which Buyer is held by either Seller and that otherwise relates toa party or, or affects, any Xxxxxx Asset or any Leased Equipment; (iv) to the Knowledge of SellersBuyer, cause either Buyer to become subject to, or to become liable for the payment of, which any tax (including, but not limited to, transfer, sales, income, gross receipts, license, payroll, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated Transactionsits property is subject; or (v) result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset of the assets owned or used by either Buyer. Except as set forth Schedule 5.2(b), none of the Sellers nor the Company is or will be required to give any Leased Equipmentnotice to or obtain any Consent from any Person, which will not be removed prior to Closingincluding without limitation, except for Sellers' rights under any owner or mortgage/lien holder in connection with the execution, delivery or performance of this AgreementAgreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersTransferor, enforceable against each Seller Transferor in accordance with its terms. Upon the its execution and delivery by Sellers of Transferor at the documents described in Section 2.6(a) (collectivelyClosing, the "Seller Closing Documents"), the Seller Closing Documents Transferor's closing documents will constitute the legal, valid, and binding obligations of Sellers Transferor, enforceable against Sellers Transferor in accordance with their its respective terms. Sellers have the absolute and unrestricted right, Transferor has full corporate power, authority, and capacity to execute and deliver this Agreement and the Seller Closing Documents Transferor's closing documents and to perform their respective its obligations under hereunder and thereunder. Without limiting the generality of the foregoing, the Boards of Directors, and shareholders, if the Boards of Directors deems it necessary, of Transferor has approved this Agreement and the applicable Seller Closing Documentstransactions contemplated hereby. (b) Except as set forth on Disclosure Schedule 3.2(b), neither Neither the execution and delivery of this Agreement Agreement, nor the consummation or performance of any of Transferor's obligations hereunder, nor the Contemplated Transactions will consummation of the transactions contemplated by this Agreement will, directly or indirectly (with or without notice or notice, lapse of time): , or both), (i) contravene, conflict with, with or result in a violation of (A) any provision of the Sellers' articles of incorporation Transferor's Organizational Documents or by-laws, or (B) any resolution adopted by the boards Boards of directors Directors or the stockholders shareholders of Sellers; Transferor; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body Authority or other Person person the right to challenge any of the Contemplated Transactions, this transaction or to exercise any remedy or obtain any relief in respect under, any legal requirement or any order to which Transferor or any of the Contemplated Transactions, under any Legal Requirement or any Order to which Sellers, any Xxxxxx Asset or any Leased Equipment assets used in the Business is or would be bound; subject; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of any governmental authorization; (iv) contravene, conflict with, or result in a violation or breach of any provision of, or give any Governmental Body person the right to revokedeclare a default or exercise any remedy under, withdrawor to accelerate the maturity or performance of, suspend, or to cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and that otherwise relates to, Contract; or affects, any Xxxxxx Asset or any Leased Equipment; (iv) to the Knowledge of Sellers, cause either Buyer to become subject to, or to become liable for the payment of, any tax (including, but not limited to, transfer, sales, income, gross receipts, license, payroll, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated Transactions; or (v) result in the imposition or creation of any Encumbrance lien upon or with respect to any Xxxxxx Asset of the assets used in the Business; except, in the case of clauses (i), (ii) and (iii) above, for contraventions, conflicts or any Leased Equipment, violations which do not have a material adverse effect on the ability of Transferor (c) to consummate the transactions contemplated hereby. (d) Transferor represents and warrants that it is not and will not be removed prior required to Closinggive any notice to, except for Sellers' rights under make any filing with, or obtain any material Consent from any person in connection with the execution and delivery of this Agreement, the performance of its obligations hereunder, or the consummation of this transaction, other than the Consents described on Schedule 4. 2.1. except, for Consents, the failure of which to obtain would not have a material adverse effect on the ability of the Transferor to consummate the transactions contemplated hereby.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, valid and binding obligation of SellersBuyer, enforceable against each Seller it in accordance with its terms, except as may be limited by bankruptcy, moratorium and insolvency laws and other laws affecting the rights of creditors generally and except as may be limited by general principles of equity. Upon the execution and delivery by Sellers it of the documents described in Section 2.6(a) (collectivelyDocuments to which Buyer is a party and the execution and delivery thereof by each other party thereto, the "Seller Closing Documents"), the Seller Closing such Documents will constitute the legal, valid, valid and binding obligations of Sellers Buyer, enforceable against Sellers in accordance with their respective terms, except as may be limited by bankruptcy, moratorium and insolvency laws and other laws affecting the rights of creditors generally and except as may be limited by general principles of equity. Sellers have Buyer has the absolute and unrestricted right, power, authority, authority and capacity to execute and deliver this Agreement and the Seller Closing Documents to which it is a party and to perform their its respective obligations under this Agreement and the applicable Seller Closing such Documents. (b) Except as set forth on Disclosure Schedule 3.2(b), neither Neither the execution and delivery of this Agreement or any of the Documents, nor the consummation or performance of any of the Contemplated Transactions will will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, with or result in a violation of (A) any provision of the Sellers' articles of incorporation or by-laws, or (B) any resolution adopted by the boards of directors or the stockholders of Sellers; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, or to exercise any remedy or obtain any relief in respect of the Contemplated Transactions, under any Legal Requirement or any Order to which Sellers, any Xxxxxx Asset or any Leased Equipment Buyer is or would be bound;subject; or (iiiii) contravene, conflict with, with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, terminate or modify, any Governmental Authorization that is held by either Seller Buyer. (c) Except for filing under the HSR Act and that otherwise relates except consents required from Buyer's existing lenders in order to consummate the financings referred to Section 8.13, Buyer is not and will not be required to give any notice to, or affectsobtain any Consent from, any Xxxxxx Asset Person in connection with the execution and delivery of this Agreement or any Leased Equipment; (iv) to of the Knowledge Documents or the consummation or performance of Sellers, cause either Buyer to become subject to, or to become liable for the payment of, any tax (including, but not limited to, transfer, sales, income, gross receipts, license, payroll, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated Transactions; or (v) result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset or any Leased Equipment, which will not be removed prior to Closing, except for Sellers' rights under this Agreement.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, valid and binding obligation of the Sellers, enforceable against each Seller in accordance with its terms. Upon the execution and delivery by Sellers of the documents described to be delivered by the Sellers in Section 2.6(a) connection herewith (collectively, the "Seller “Sellers’ Closing Documents"”), the Seller Sellers’ Closing Documents will constitute the legal, valid, valid and binding obligations of Sellers Sellers, enforceable against Sellers in accordance with their respective terms. Sellers have Each Seller has the absolute and unrestricted right, power, authority, authority and capacity to execute and deliver this Agreement and the Seller Sellers’ Closing Documents to which it is a party and to perform their respective its obligations under this Agreement and the applicable Seller Sellers’ Closing DocumentsDocuments to which it is a party. (b) Except as set forth on Disclosure in Schedule 3.2(b)3.2, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Proposed Transactions will will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, with or result in a violation of (A) any provision of the Sellers' articles Organizational Documents of incorporation or by-lawsAcquired Companies, or (B) any resolution adopted by the boards board of directors managers or the stockholders members of Sellersany Acquired Company; (ii) contravene, conflict with, with or result in a violation of, or give trigger any requirement to obtain the approval of any Governmental Body or other Person the right to challenge any of the Contemplated Transactionsunder, or to exercise any remedy or obtain any relief in respect of the Contemplated Transactions, under any Legal Requirement or any Order to which Sellers, any Xxxxxx Asset Seller or any Leased Equipment is Acquired Company, or would any of the Acquired Company’s assets, may be boundsubject; (iii) contravene, conflict with, with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, terminate or modify, any Governmental Authorization that is held by either Seller and any Acquired Company or that otherwise relates toto the business of, or affectsany of the assets of, any Xxxxxx Asset or any Leased EquipmentAcquired Company; (iv) to the Knowledge of Sellers, cause either Buyer any Acquired Company to become subject to, or to become liable for the payment of, any tax (including, but not limited to, transfer, sales, income, gross receipts, license, payroll, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated Transactions; orTax; (v) contravene, conflict with or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Applicable Contract; (vi) result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset assets of an Acquired Company; or (vii) require the Sellers or an Acquired Company to give any Leased Equipment, which will not be removed prior notice to Closing, except for Sellers' rights under this Agreementor obtain any Consent from any Person.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, valid and binding obligation of SellersBuyer, enforceable against each Seller Buyer in accordance with its terms. Upon , and upon the execution and delivery by Sellers Buyer of the closing documents described in Section 2.6(a) contemplated hereunder to which Buyer is a party (collectively, the "Seller “Buyer Closing Documents"”), the Seller Buyer Closing Documents will constitute the legal, valid, and binding obligations of Sellers Buyer, enforceable against Sellers Buyer in accordance with their respective terms, subject, in each case, to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights and to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing. Sellers have Buyer has the absolute and unrestricted right, power, authority, power and capacity authority to execute and deliver this Agreement and the Seller Buyer Closing Documents and to perform their respective its obligations under this Agreement and the applicable Seller Buyer Closing Documents. (b) Except as set forth on Disclosure in Schedule 3.2(b)4.2, neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions will by Buyer directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, with or result in a violation of (A) any provision of the Sellers' articles of incorporation or by-laws, or (B) any resolution adopted by the boards of directors or the stockholders of SellersBuyer’s Organizational Documents; (ii) contravene, conflict with, with or result in a violation of, or give any Governmental Body Authority or other Person the right to challenge challenge, prevent, delay or otherwise interfere with any of the Contemplated TransactionsTransactions pursuant to, or to exercise any remedy or obtain any relief in respect of the Contemplated Transactions, under any Legal Requirement or any Order to which Sellers, any Xxxxxx Asset or any Leased Equipment is or would Buyer may be bound;subject; or (iii) contravenegive any Person the right to challenge, conflict withprevent, delay or result otherwise interfere with any of the Contemplated Transactions pursuant to any Contract to which Buyer is a party or by which Buyer may be bound. Except as set forth in a violation Schedule 4.2, Buyer is not and will not be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and that otherwise relates to, or affects, any Xxxxxx Asset or any Leased Equipment; (iv) to the Knowledge of Sellers, cause either Buyer to become subject to, or to become liable for the payment of, any tax (including, but not limited to, transfer, sales, income, gross receipts, license, payroll, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated Transactions; or (v) result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset or any Leased Equipment, which will not be removed prior to Closing, except for Sellers' rights under this Agreement.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersSeller, enforceable against each Seller in accordance with its terms. Upon the execution and delivery by Sellers Seller of the documents described in Section 2.6(a) (collectively, the "Seller Closing Documents"), the Seller Closing Documents will constitute the legal, valid, and binding obligations of Sellers Seller enforceable against Sellers Seller in accordance with their respective terms. Sellers have Seller has the absolute and unrestricted corporate right, power, authority, and capacity to execute and deliver this Agreement and the Seller Closing Documents and to perform their respective its obligations under this Agreement and the applicable Seller Closing Documents. (b) Except as set forth on Disclosure Schedule 3.2(bDISCLOSURE SCHEDULE 3.2(B), neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Sellers' Seller's articles of incorporation or by-by- laws, or (B) any resolution adopted by the boards board of directors or the stockholders of SellersSeller; (ii) contravene, conflict with, or result in a violation ofof any of the terms or requirements, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, or to exercise any remedy or obtain any relief in respect of the Contemplated Transactionsunder, under any Legal Requirement or any Order to which Sellers, any Xxxxxx Asset Seller or any Leased Equipment EX-L Asset is or would be bound; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and that otherwise relates to, or affects, any Xxxxxx Asset or any Leased EquipmentEX-L Asset; (iv) to the Knowledge of Sellers, cause either Buyer to become subject to, or to become liable for the payment of, any tax (including, but not limited to, transfer, sales, income, gross receipts, license, payroll, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated Transactions; (v) to Seller's Knowledge, cause any EX-L Asset to be reassessed or revalued by any taxing authority or other Governmental Body; or (vvi) result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset or any Leased Equipment, which will not be removed prior to Closing, except for Sellers' rights under this AgreementEX-L Asset.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersSellers and Company, enforceable against each Seller Sellers and Company in accordance with its terms. Upon the execution and delivery by Sellers of the documents described in Section 2.6(a) Escrow Agreement, the Employment Agreement, the Sellers' Releases, (collectively, the "Seller Sellers' Closing Documents") and Company of the Escrow Agreement (the "Company Closing Document"), the Seller Sellers' Closing Documents and Company Closing Document will constitute the legal, valid, and binding obligations of Sellers and Company as the case may be, enforceable against Sellers and Company in accordance with their respective terms. Sellers and Company have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller Sellers' Closing Documents and Company Closing Document and to perform their respective obligations under this Agreement and the applicable Seller Sellers' Closing DocumentsDocuments and Company Closing Document. (b) Except as set forth on in Part 3.2 of the Disclosure Schedule 3.2(b)Letter, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Sellers' articles Organizational Documents of incorporation or by-lawsthe Company, or (B) any resolution adopted by the boards board of directors or the stockholders of Sellersthe Company; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, Transactions or to exercise any remedy or obtain any relief in respect of the Contemplated Transactionsunder, under any Legal Requirement or any Order to which Sellers, any Xxxxxx Asset the Company or any Leased Equipment is Seller, or would any of the assets owned or used by the Company, may be boundsubject; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and the Company or that otherwise relates toto the business of, or affectsany of the assets owned or used by, any Xxxxxx Asset or any Leased Equipmentthe Company; (iv) to cause Buyer or the Knowledge of Sellers, cause either Buyer Company to become subject to, or to become liable for the payment of, any tax Tax; (includingv) cause any of the assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental Body; (vi) contravene, but not limited toconflict with, transferor result in a violation or breach of any provision of, salesor give any Person the right to declare a default or exercise any remedy under, incomeor to accelerate the maturity or performance of, gross receiptsor to cancel, licenseterminate, payrollor modify, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated TransactionsApplicable Contract; or (vvii) result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset of the assets owned or used by the Company. Except as set forth in Part 3.2 of the Disclosure Letter, no Seller or the Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions. (c) Sellers are acquiring the Buyer's Common Stock for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act. Each Seller acknowledges that each certificate representing Buyer's Common Stock acquired pursuant to the transactions contemplated hereby shall bear restrictive legend, set forth below, and each Seller further acknowledges that each Seller shall be subject to such "lock-up" restriction as imposed by the Buyer's underwriter or any Leased Equipmententity regulating the issuance of the Buyer's Common Stock in its initial public offering. THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SHARES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, which will not be removed prior to Closing, except for Sellers' rights under this Agreement.AS AMENDED (THE "SECURITIES ACT"). THE SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE OR

Authority; No Conflict. No Consents (a) This Seller has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated herein. The execution, delivery and performance of this Agreement have been duly authorized by the Board of Directors of Seller, and this Agreement constitutes the legal, valid, valid and binding obligation of SellersSeller, enforceable against each Seller in accordance with its terms. Upon the execution and delivery by Sellers of the documents described in Section 2.6(a) (collectively, the "Seller Closing Documents")subject to applicable laws relating to bankruptcy, the Seller Closing Documents will constitute the legalinsolvency, validfraudulent transfer, and binding obligations of Sellers enforceable against Sellers in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller Closing Documents moratorium or other similar laws affecting creditors' rights generally and to perform their respective obligations under this Agreement and the applicable Seller Closing Documentsgeneral principles of equity. (b) Except as set forth on in Disclosure Schedule 3.2(b)2.2(b) and except for conflicts or violations which would not have a Material Adverse Effect, neither the execution and delivery of this Agreement by Seller nor the consummation or performance of any of the Contemplated Transactions will transactions contemplated herein by Seller will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Sellers' articles of incorporation charter or by-lawslaws of the Company, any Subsidiary or (B) any resolution adopted by the boards of directors or the stockholders of SellersSeller; (ii) contraveneexcept as set forth in Section 2.2(c), conflict with, or result in a violation of, any law, order, decision, judgment, ruling or give verdict entered or issued by any Governmental Body court, administrative agency or other Person governmental body to which the right to challenge Company or any Subsidiary, or any of the Contemplated Transactions, assets owned or to exercise any remedy or obtain any relief in respect of used by the Contemplated Transactions, under any Legal Requirement Company or any Order to which SellersSubsidiary, any Xxxxxx Asset or any Leased Equipment is or would may be bound; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and that otherwise relates to, or affects, any Xxxxxx Asset or any Leased Equipment; (iv) to the Knowledge of Sellers, cause either Buyer to become subject to, or to become liable for the payment of, any tax (including, but not limited to, transfer, sales, income, gross receipts, license, payroll, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated Transactionssubject; or (viii) result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset of the assets owned or used by the Company or any Leased EquipmentSubsidiary; or (iv) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to the Company or any Subsidiary under, any of the terms, conditions or provisions of, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement, joint venture or other instrument or obligation to which the Company or any Subsidiary is a party, or by which the Company or any Subsidiary or any of its respective properties is bound or affected. (c) Except as required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") or as set forth in Disclosure Schedule 2.2(c), neither Seller nor the Company nor any Subsidiary is or will not be removed prior required to Closinggive any notice to, except for Sellers' rights under or obtain any approval, consent or authorization from, any person or governmental body ("Governmental Authorization") in connection with the execution and delivery of this AgreementAgreement or the consummation of the transactions contemplated herein.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersSellers and N21, enforceable against each Seller Sellers and N21 in accordance with its terms. Upon the execution and delivery by Sellers of the documents described in required of them under Section 2.6(a) 2.4 (collectively, the "Seller Sellers' Closing Documents"), the Seller Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers Sellers, enforceable against Sellers in accordance with their respective terms. , Sellers and N21 have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller Sellers' Closing Documents and to perform their respective obligations under this Agreement and the applicable Seller Sellers' Closing Documents. (b) Except as set forth on Disclosure Schedule 3.2(b), neither Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will (will, directly or indirectly, with or without notice or lapse of time):. (i) contravene, conflict with, . or result in a violation of (A) any provision of the Sellers' articles Organizational Documents of incorporation or by-lawsN21, or (B) any resolution resolution, formal policy or other undertaking adopted by the boards partners or general partners of directors or the stockholders of SellersN21; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, Transactions or to exercise any remedy or obtain any relief in respect of the Contemplated Transactionsunder, under any Legal Requirement or any Order to which Sellers, any Xxxxxx Asset N21 or any Leased Equipment is Seller, or would any of the assets owned or used by N21, may be boundsubject; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and N21 or that otherwise relates toto the business of, or affectsany of the assets owned or used by, any Xxxxxx Asset or any Leased EquipmentN21; (iv) cause any of the assets owned by N21 to be reassessed or revalued by any taxing authority or other Governmental Body; (v) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the Knowledge of Sellers, cause either Buyer right to become subject todeclare a default or exercise any remedy under, or to become liable for accelerate the payment maturity or performance of, or to cancel. terminate, or modify, any tax (including, but not limited to, transfer, sales, income, gross receipts, license, payroll, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated TransactionsApplicable Contract; or (vvi) result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset of the assets owned or used by N21. (c) Except for a Notice to the FTC, neither any Leased Equipment, which Seller nor N21 is or will not be removed prior required to Closing, except for Sellers' rights under give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this AgreementAgreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersSeller, enforceable against each Seller in accordance with its terms. Upon the execution and delivery by Sellers Seller of the documents described in Section 2.6(a) Employment Agreement and Seller's Release (collectively, the "Seller Seller's Closing Documents"), the Seller Seller's Closing Documents will constitute the legal, valid, and binding obligations of Sellers Seller, enforceable against Sellers Seller in accordance with their respective terms. Sellers have Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller Seller's Closing Documents and to perform their respective his obligations under this Agreement and the applicable Seller such Seller's Closing Documents. (b) Except as set forth on Disclosure in Schedule 3.2(b)3.2, neither the execution and delivery of this Agreement by Seller nor the consummation or performance of any of the Contemplated Transactions will by Seller will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Sellers' articles Organizational Documents of incorporation or by-lawsthe Company, or (B) any resolution adopted by the boards board of directors or the stockholders of Sellersthe Company; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, Transactions or to exercise any remedy or obtain any relief in respect of the Contemplated Transactionsunder, under any Legal Requirement or any Order to which Sellersthe Company or Seller, any Xxxxxx Asset or any Leased Equipment is of the assets owned or would used by the Company, may be boundsubject; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and the Company or that otherwise relates toto the business of, or affectsany of the assets owned or used by, any Xxxxxx Asset or any Leased Equipmentthe Company; (iv) to the Knowledge of SellersSeller's Knowledge, cause either Buyer or the Company to become subject to, or to become liable for the payment of, any tax Tax except Tax resulting from the transactions contemplated hereby; (includingv) to Seller's Knowledge, but not limited tocause any of the assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental Body; (vi) contravene, transferconflict with, salesor result in a violation or breach of any provision of, incomeor give any Person the right to declare a default or exercise any remedy under, gross receiptsor to accelerate the maturity or performance of, licenseor to cancel, payrollterminate, employmentor modify, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated TransactionsApplicable Contract; or (vvii) result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset of the assets owned or used by the Company. Except as set forth in Schedule 3.2, neither Seller nor the Company will be required to give any Leased Equipmentnotice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions by such Seller. (c) Seller is acquiring the Maxus Shares for investment solely for his own account and not with a present view due to any distribution, which transfer or resale to others, including any "distribution" within the meaning of the Securities Act. Seller understands that the Maxus Shares to be transferred to him have not and will not be removed prior registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends on, among other things, the bona fide nature of the investment intent and accuracy of the representations set forth herein. (d) Seller is financially able to Closingbear the economic risks of an investment in Buyer and has no need for liquidity in the investment. The financial capacity of Seller is of such a proportion that the total cost of Seller's investment is not material when compared to his net worth. Seller is financially able to suffer a complete loss of an investment in the Maxus Shares. (e) Seller has such knowledge and experience in financial and business matters in general and with respect to investments of a nature similar to that evidenced by the Maxus Shares so as to be capable, by reason of such knowledge and experience, of evaluating the merits and risks of, and making an informed business decision with regard to, and protecting his own interests in connection with, the acquisition of such shares. (f) Seller has been provided with and had the opportunity to (i) review the financial and other information regarding Buyer and its operations, (ii) conduct his own due diligence regarding Buyer, and (iii) discuss the same with his attorneys, accountants and advisors. (g) Seller understands that no market now exists for the Maxus Shares because of the restrictions thereon. (h) Seller understands that the investment in the Maxus Shares is particularly risky and that he is not assured of any return on this investment. (i) Seller owns the UDT Shares held by him free and clear of all Encumbrances, and no legend or other reference to any purported Encumbrance appears upon any certificate representing any such UDT Shares. Seller has not granted any options, warrants, convertible instruments, rights of first refusal or similar or other rights with regard to the UDT Shares owned by him, and he has not sold, transferred, disposed of or agreed to sell, transfer or otherwise dispose of any of such shares except to the Buyer as set forth herein. (j) Neither Seller nor any of his assets are the subject of any Order that might prevent, delay, make illegal or otherwise interfere with the consummation of the Contemplated Transactions. (k) Seller and his agents have incurred no obligation or liability, contingent or otherwise, for Sellersbrokerage or finders' rights under fees or agents' commissions or other similar payment in connection with this Agreement.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellersthe Company, the Shareholder, and the Parent Shareholders, enforceable against each Seller the Shareholder and the Parent Shareholders in accordance with its terms. Upon the execution and delivery by Sellers of the documents described in Section 2.6(a) Shareholder and the Parent Shareholders, the Company's and Shareholders' Releases, and the Noncompetition Agreements (collectively, the "Seller Company's Closing Documents"), the Seller Company's Closing Documents will constitute the legal, valid, and binding obligations of Sellers the Shareholder and the Parent Shareholders, enforceable against Sellers the Shareholder and the Parent Shareholders in accordance with their respective terms. Sellers The Company, the Shareholder and the Parent Shareholders have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller Company's Closing Documents and to perform their respective obligations under this Agreement and the applicable Seller Company's Closing Documents. (b) Except as set forth on in Part 3.2 of the Disclosure Schedule 3.2(b)Letter, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Sellers' articles Organizational Documents of incorporation or by-lawsthe Acquired Companies, or (B) any resolution adopted by the boards board of directors or the stockholders of Sellersany Acquired Company; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, Transactions or to exercise any remedy or obtain any relief in respect of the Contemplated Transactionsunder, under any Legal Requirement or any Order to which Sellersany Acquired Company or the Shareholder, any Xxxxxx Asset or any Leased Equipment is of the assets owned or would used by any Acquired Company, may be boundsubject; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and any Acquired Company or that otherwise relates toto the business of, or affectsany of the assets owned or used by, any Xxxxxx Asset or any Leased EquipmentAcquired Company; (iv) to the Knowledge of Sellers, cause either Buyer Nu-Wave Sub or any Acquired Company to become subject to, or to become liable for the payment of, any tax Tax; (includingv) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body; (vi) contravene, but not limited toconflict with, transferor result in a violation or breach of any provision of, salesor give any Person the right to declare a default or exercise any remedy under, incomeor to accelerate the maturity or performance of, gross receiptsor to cancel, licenseterminate, payrollor modify, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated TransactionsApplicable Contract; or (vvii) result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset of the assets owned or used by any Leased EquipmentAcquired Company. Except as set forth in Part 3.2 of the Disclosure Letter, which the Company is not or will not be removed prior required to Closing, except give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions. (c) The Shareholder is acquiring the Preferred Stock for Sellers' rights under this Agreementits own account and not with a view to its distribution within the meaning of Section 2(11) of the Securities Act.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersBuyer, enforceable against each Seller Buyer in accordance with its terms. Upon the execution and delivery by Sellers of the documents described in Section 2.6(a) (collectively, the "Seller Closing Documents"), the Seller Closing Documents will constitute the legal, valid, and binding obligations of Sellers enforceable against Sellers in accordance with their respective terms. Sellers have Buyer has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller Closing Documents and to perform their respective its obligations under pursuant to this Agreement and the applicable Seller Closing DocumentsAgreement. (b) Except as set forth on Disclosure Schedule 3.2(b), neither Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Sellers' articles Organizational Documents of incorporation or by-lawsBuyer, or (B) any resolution adopted by the boards Board of directors Directors or the stockholders of SellersBuyer; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, Transactions or to exercise any remedy or obtain any relief in respect of the Contemplated Transactionspursuant to, under any Legal Requirement or any Order to which SellersBuyer, any Xxxxxx Asset or any Leased Equipment is of the assets owned or would used by Buyer, may be boundsubject; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and Buyer or that otherwise relates toto the business of, or affectsany of the assets owned or used by, any Xxxxxx Asset or any Leased EquipmentBuyer; (iv) to cause Buyer or the Knowledge of Sellers, cause either Buyer LLC to become subject to, or to become liable for the payment of, any tax Tax; (includingv) cause any of the assets owned by Buyer to be reassessed or revalued by any taxing authority or other Governmental Body; (vi) contravene, but not limited conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy pursuant to, transferor to accelerate the maturity or performance of, salesor to cancel, incometerminate, gross receiptsor modify, license, payroll, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated TransactionsApplicable Contract; or (vvii) result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset of the assets owned or any Leased Equipment, which used by Buyer. Buyer is not or will not be removed prior required to Closing, except give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions. (c) Buyer is acquiring the Units for Sellers' rights under this Agreementits own account and not with an intention of distribution within the meaning of Section 2(11) of the Securities Act. Buyer is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated pursuant to the Securities Act.

Authority; No Conflict. (a) This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid, and binding obligation of Sellersthe Company, enforceable against each Seller the Company in accordance with its terms. Upon the execution and delivery by Sellers the Company of the documents described in Section 2.6(a) (collectively, the "Seller Closing Documents"), the Seller any Closing Documents will to be executed at Closing pursuant to this Agreement, such Closing Documents shall constitute the legal, valid, and binding obligations of Sellers the Company, enforceable against Sellers the Company in accordance with their respective terms. Sellers have The Company has the absolute and unrestricted right, power, authority, power and capacity authority to execute and deliver this Agreement and the Seller Closing Documents to which it is a Party and to perform their respective its obligations under thereunder. The execution, delivery and performance of this Agreement has been specifically authorized by the shareholders and directors of the applicable Seller Closing DocumentsCompany. (b) Except as set forth on in Part 3.2(b) of the Disclosure Schedule 3.2(b)Schedule, neither the execution and delivery by the Company or the Sellers of this Agreement nor the consummation or performance by the Company or the Sellers of any of the Contemplated Transactions will (with or without notice or lapse of time):will: (i) conflict with, violate or result in a breach of (A) any provision of the Organizational Documents of the Company; (B) to the Company's and Sellers' knowledge any Legal Requirement or any Order to which the Company or any of its assets may be subject; or (C) to the Company's and Sellers' Knowledge, any Governmental Authorizations held by the Company; or (ii) (A) contravene, conflict with, or result in a violation or breach of (A) any provision of the Sellers' articles of incorporation or by-laws, or (B) any resolution adopted by the boards of directors or the stockholders of Sellers; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge declare a default or exercise any of the Contemplated Transactionsremedy under, or to exercise any remedy accelerate the maturity or obtain any relief in respect of the Contemplated Transactions, under any Legal Requirement or any Order to which Sellers, any Xxxxxx Asset or any Leased Equipment is or would be bound; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements performance of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that material Contract to which the Company is held by either Seller and that otherwise relates to, or affects, any Xxxxxx Asset a Party or any Leased Equipment; (iv) to the Knowledge of Sellers, cause either Buyer to become subject to, or to become liable for the payment of, any tax (including, but not limited to, transfer, sales, income, gross receipts, license, payroll, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any material interest or penalty interest rights of the Company; or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated Transactions; or (vB) result in the imposition or creation of any Encumbrance or Security Interest upon or with respect to any Xxxxxx Asset or any Leased Equipmentof the assets of the Company. (c) Except as set forth in Part 3.2(c) of the Disclosure Schedule, which the Company is not and will not be removed prior required to Closing, except for Sellers' rights under give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this AgreementAgreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersBuyer, enforceable against each Seller Buyer in accordance with its terms. Upon the execution and delivery by Sellers Buyer of the Buyer’s Closing Certificate and any other documents described in Section 2.6(a) required to be delivered by Buyer at Closing (collectively, the "Seller Buyer’s Closing DocumentsDocument"), the Seller Buyer’s Closing Documents will constitute the legal, valid, and binding obligations of Sellers Buyer, enforceable against Sellers Buyer in accordance with their respective terms. Sellers have Buyer has the absolute and unrestricted right, power, authority, and capacity authority to execute and deliver this Agreement and the Seller Buyer’s Closing Documents and to perform their respective its obligations under this Agreement and the applicable Seller Buyer’s Closing Documents. (b) Except as set forth on Disclosure Schedule 3.2(b), neither Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Sellers' articles Organizational Documents of incorporation or by-laws, or (B) any resolution adopted by the boards of directors or the stockholders of SellersBuyer; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, or to exercise any remedy or obtain any relief in respect of the Contemplated Transactions, under any Legal Requirement or any Order to which SellersBuyer, any Xxxxxx Asset or any Leased Equipment is of the assets owned or would used by either Buyer, may be boundsubject; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, any Governmental Authorization that is held by Buyer or that otherwise relates to the business of, or any of the assets owned or used by, Buyer; (iv) contravene, conflict with, or result in a violation or breach of any provision of, or give any Governmental Body Person the right to revokedeclare a default or exercise any remedy under, withdrawor to accelerate the maturity or performance of, suspend, or to cancel, terminate, or modify, any Governmental Authorization that Contract (including without limitation any loan documents) to which Buyer is held by either Seller and that otherwise relates toa party or, or affects, any Xxxxxx Asset or any Leased Equipment; (iv) to the Knowledge of SellersBuyer, cause either Buyer to become subject to, or to become liable for the payment of, which any tax (including, but not limited to, transfer, sales, income, gross receipts, license, payroll, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated Transactionsits property is subject; or (v) result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset of the assets owned or any Leased Equipment, which will not be removed prior to Closing, except for Sellers' rights under this Agreementused by either Buyer.

Authority; No Conflict. (a) A. This Agreement constitutes the legal, valid, and binding obligation of SellersSeller, enforceable against each Seller in accordance with its terms. Upon the execution and delivery by Sellers Seller of the documents described in Section 2.6(a) (collectivelyEscrow Agreement, the "Seller Closing Documents"), the Seller Closing Documents it will constitute the legal, valid, and binding obligations obligation of Sellers Seller, enforceable against Sellers Seller in accordance with their respective its terms. Sellers have Seller has the absolute and unrestricted right, power, authority, and capacity authority to execute and deliver this Agreement and the Seller Closing Documents Escrow Agreement and to perform their respective its obligations under this Agreement and the applicable Seller Closing DocumentsEscrow Agreement. (b) Except as set forth on Disclosure Schedule 3.2(b), neither the B. The execution and delivery of this Agreement nor and the Escrow Agreement, and the consummation or performance of any of the Contemplated Transactions will not directly or indirectly (with or without notice or lapse of time): (i1) as a result of any act or failure to act on the part of Seller or any predecessor in interest of Seller, contravene, conflict with, or result in a violation of (A) any provision of the Sellers' articles Organizational Documents of incorporation or by-laws, or (B) any resolution adopted by the boards of directors or the stockholders of SellersCompany; (ii2) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, Transactions or to exercise any remedy or obtain any relief in respect of the Contemplated Transactionsunder, under any Legal Requirement or any Order to which Sellersthe Company, as a result of any Xxxxxx Asset act or failure to act on the part of Seller or any Leased Equipment is predecessor in interest of Seller, or would Seller, or any of the assets owned or used by the Company, as a result of any act or failure to act on the part of Seller or any predecessor in interest of Seller, may be boundsubject; (iii3) contravene, conflict with, or result in except for any Tax resulting solely from Buyer's status as a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and that otherwise relates to, or affects, any Xxxxxx Asset or any Leased Equipment; (iv) to the Knowledge of SellersREIT, cause either Buyer or the Company to become subject to, or to become liable for the payment of, any tax (including, but not limited to, transfer, sales, income, gross receipts, license, payroll, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated Transactions; orTax; (v4) cause any of the assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental Body; (5) result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset of the assets owned or any Leased Equipment, which used by the Company. Seller is not and will not be removed required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the Escrow Agreement or the consummation or performance of any of the Contemplated Transactions, other than those Consents which have or will have been obtained at or prior to the Closing, except for Sellers' rights under this Agreement.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against each Seller Sellers in accordance with its terms. Upon the execution and delivery by Sellers of the documents described in Section 2.6(a) Escrow Agreement, the Consulting Agreement and the Noncompetition Agreement (collectively, the "Seller Sellers' Closing Documents"), the Seller Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers Sellers, enforceable against Sellers in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller Sellers' Closing Documents and to perform their respective obligations under this Agreement and the applicable Seller Sellers' Closing Documents. (b) Except as set forth on Disclosure Schedule 3.2(b), neither Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Sellers' articles Organizational Documents of incorporation or by-lawsthe Company, or (B) any resolution adopted by the boards board of directors or the stockholders of Sellersthe Company; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, Transactions or to exercise any remedy or obtain any relief in respect of the Contemplated Transactionsunder, under any Legal Requirement or any Order to which Sellersany the Company or either Seller, any Xxxxxx Asset or any Leased Equipment is of the assets owned or would used by the Company, may be boundsubject; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and the Company or that otherwise relates toto the business of, or affectsany of the assets owned or used by, any Xxxxxx Asset or any Leased Equipmentthe Company; (iv) to cause Buyer or the Knowledge of Sellers, cause either Buyer Company to become subject to, or to become liable for the payment of, any tax Tax; (includingv) cause any of the assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental Body; (vi) contravene, but not limited toconflict with, transferor result in a violation or breach of any provision of, salesor give any Person the right to declare a default or exercise any remedy under, incomeor to accelerate the maturity or performance of, gross receiptsor to cancel, licenseterminate, payrollor modify, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest Alarm Account or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated Transactionsany Applicable Contract; or (vvii) result Result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset of the assets owned or used by the Company. Except as set forth in Schedule 3.2, neither the Sellers or the Company is or will be required to give any Leased Equipment, which will not be removed prior notice to Closing, except for Sellers' rights under or obtain any Consent from any Person in connection with the execution and delivery of this AgreementAgreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellersthe Company, enforceable against each Seller the Company in accordance with its terms. Upon the execution and delivery by Sellers of the documents described in Section 2.6(a) (collectively, the "Seller Closing Documents"), the Seller Closing Documents will constitute the legal, valid, and binding obligations of Sellers enforceable against Sellers in accordance with their respective terms. Sellers have The Company has the absolute and unrestricted right, power, authority, authority and capacity to execute and deliver this Agreement and the Seller Closing Documents and to perform their respective its obligations under this Agreement and hereunder (except to the applicable Seller Closing Documentsextent the consent of Kremxxx xxx Filkxxxx xx required to consummate the Contemplated Transactions, which consent is included in Section 3.5 hereto.) (b) Except as set forth on Disclosure Schedule 3.2(b), neither Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Sellers' articles Organizational Documents of incorporation or by-lawsthe Company, or (B) any resolution adopted by the boards board of directors or the stockholders of Sellersthe Company; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, Transactions or to exercise any remedy or obtain any relief in respect of the Contemplated Transactionsunder, under any Legal Requirement or any Order to which Sellersthe Company or the Seller, any Xxxxxx Asset or any Leased Equipment is of the assets owned or would used by the Company, may be boundsubject; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, modify any Governmental Authorization that is held by either Seller and the Company or that otherwise relates toto the business of, or affectsany of the assets owned or used by, any Xxxxxx Asset or any Leased Equipmentthe Company; (iv) to cause Seller or the Knowledge of Sellers, cause either Buyer Company to become subject to, or to become liable for the payment of, any tax (includingTax, but not limited to, transfer, sales, income, gross receipts, license, payroll, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) other than Taxes incurred by Seller in connection with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated Transactions; or, which Taxes have been disclosed by Seller to Buyer; (v) cause any of the assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental Body; (vi) contravene, conflict with, or result in the imposition a violation or creation breach of any Encumbrance upon provision of, or with respect give any Person the right to declare a default or exercise any Xxxxxx Asset remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Leased Equipment, which will not be removed prior to Closing, except for Sellers' rights under this Agreement.Contract; or

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersSeller, enforceable against each Seller in accordance with its terms. Upon the execution and delivery by Sellers Seller of the documents described in Section 2.6(a) Employment Agreement, the Seller's Release, the Non-Competition Agreement and the Patent Assignment (collectively, the "Seller Seller's Closing Documents"), the Seller Seller's Closing Documents will constitute the legal, valid, and binding obligations of Sellers Seller, enforceable against Sellers Seller in accordance with their respective terms. Sellers have Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller Seller's Closing Documents and to perform their respective his obligations under this Agreement and the applicable Seller Seller's Closing Documents. (b) Except as set forth on in Part 3.2 of the Disclosure Schedule 3.2(b)Letter, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Sellers' articles Organizational Documents of incorporation or by-lawsthe Company, or (B) any resolution adopted by the boards board of directors or the stockholders of Sellersthe Company; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, Transactions or to exercise any remedy or obtain any relief in respect of the Contemplated Transactionsunder, under any Legal Requirement or any Order to which Sellersthe Company or either Seller, any Xxxxxx Asset or any Leased Equipment is of the assets owned or would used by the Company, may be boundsubject; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and the Company or that otherwise relates toto the business of, or affectsany of the assets owned or used by, any Xxxxxx Asset or any Leased Equipmentthe Company; (iv) to cause the Knowledge of Sellers, cause either Buyer Company to become subject to, or to become liable for the payment of any Tax; (v) contravene, conflict with, or result in a violation or breach of any provision of, or give any tax (includingPerson the right to declare a default or exercise any remedy under, but not limited toor to accelerate the maturity or performance of, transferor to cancel, salesterminate, incomeor modify, gross receipts, license, payroll, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated TransactionsApplicable Contract; or (vvi) result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset of the assets owned or used by the Company. Except as set forth in Part 3.2 of the Disclosure Letter, neither Seller or the Company is or will be required to give any Leased Equipment, which will notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions. (c) Seller is acquiring the Promissory Note for his own account and not be removed prior with a view to Closing, except for Sellers' rights distribution within the meaning of Section 2(11) of the Securities Act. Seller is an "accredited investor" as such term is defined in Rule 501(a) under this Agreementthe Securities Act.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersTransferor, enforceable against each Seller Transferor in accordance with its terms. Upon the its execution and delivery by Sellers of Transferor at the documents described in Section 2.6(a) (collectivelyClosing, the "Seller Closing Documents"), the Seller Closing Documents Transferor’s closing documents will constitute the legal, valid, and binding obligations of Sellers Transferor, enforceable against Sellers Transferor in accordance with their its respective terms. Sellers have the absolute and unrestricted right, Transferor has full corporate power, authority, and capacity to execute and deliver this Agreement and the Seller Closing Documents Transferor’s closing documents and to perform their respective its obligations under hereunder and thereunder. Without limiting the generality of the foregoing, the Boards of Directors, and shareholders, if the Boards of Directors deems it necessary, of Transferor has approved this Agreement and the applicable Seller Closing Documents. (b) Except as set forth on Disclosure Schedule 3.2(b), neither transactions contemplated hereby. Neither the execution and delivery of this Agreement Agreement, nor the consummation or performance of any of Transferor’s obligations hereunder, nor the Contemplated Transactions will consummation of the transactions contemplated by this Agreement will, directly or indirectly (with or without notice or notice, lapse of time): , or both), (i) contravene, conflict with, with or result in a violation of (A) any provision of the Sellers' articles of incorporation Transferor’s Organizational Documents or by-laws, or (B) any resolution adopted by the boards Boards of directors Directors or the stockholders shareholders of Sellers; Transferor; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body Authority or other Person person the right to challenge any of the Contemplated Transactions, this transaction or to exercise any remedy or obtain any relief in respect under, any legal requirement or any order to which Transferor or any of the Contemplated Transactions, under any Legal Requirement or any Order to which Sellers, any Xxxxxx Asset or any Leased Equipment assets used in the Business is or would be bound; subject; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of any governmental authorization; (iv) contravene, conflict with, or result in a violation or breach of any provision of, or give any Governmental Body person the right to revokedeclare a default or exercise any remedy under, withdrawor to accelerate the maturity or performance of, suspend, or to cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and that otherwise relates to, Contract; or affects, any Xxxxxx Asset or any Leased Equipment; (iv) to the Knowledge of Sellers, cause either Buyer to become subject to, or to become liable for the payment of, any tax (including, but not limited to, transfer, sales, income, gross receipts, license, payroll, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated Transactions; or (v) result in the imposition or creation of any Encumbrance lien upon or with respect to any Xxxxxx Asset of the assets used in the Business; except, in the case of clauses (i), (ii) and (iii) above, for contraventions, conflicts or any Leased Equipment, violations which do not have a material adverse effect on the ability of Transferor to consummate the transactions contemplated hereby. Transferor represents and warrants that it is not and will not be removed prior required to Closinggive any notice to, make any filing with, or obtain any material Consent from any person in connection with the execution and delivery of this Agreement, the performance of its obligations hereunder, or the consummation of this transaction, other than the Consents described on Exhibit 4.2.1 except for Sellers' rights under this AgreementConsents, the failure of which to obtain would not have a material adverse effect on the ability of the Transferor to consummate the transactions contemplated hereby.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellerseach Seller, enforceable against each Seller in accordance with its terms. Upon the execution and delivery by Sellers of the documents described in Section 2.6(a) Agreement; the respective Employment Agreements (collectively, the "Seller “Sellers’ Closing Documents"”), the Seller Sellers’ Closing Documents will constitute the legal, valid, and binding obligations of Sellers each Seller, enforceable against Sellers each Seller in accordance with their respective terms. Sellers have Each Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller Sellers’ Closing Documents and to perform their respective obligations under this Agreement and the applicable Seller Sellers’ Closing Documents. (b) Except as set forth on Disclosure in Schedule 3.2(b6.2(b), neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will will, directly or indirectly (with or without notice or lapse of time):: (i) contravene, conflict with, or result in a violation of (A) any provision of the Sellers' articles Organizational Documents of incorporation or by-lawsthe Company, or (B) any resolution adopted by the boards board of directors or the stockholders of Sellersthe Company; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body Authority or other Person the right to challenge any of the Contemplated Transactions, Transactions or to exercise any remedy or obtain any relief in respect of the Contemplated Transactionsunder, under any Legal Requirement or any Order to which Sellers, any Xxxxxx Asset the Company or any Leased Equipment is Seller, or would any of the assets owned or used by the Company, may be boundsubject; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body Authority the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and the Company or that otherwise relates toto the business of, or affectsany of the assets owned or used by, any Xxxxxx Asset or any Leased Equipmentthe Company; (iv) to cause Purchaser or the Knowledge of Sellers, cause either Buyer Company to become subject to, or to become liable for the payment of, any tax Tax; (includingv) cause any of the assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental Body; (vi) contravene, but not limited toconflict with, transferor result in a violation or breach of any provision of, salesor give any Person the right to declare a default or exercise any remedy under, incomeor to accelerate the maturity or performance of, gross receiptsor to cancel, licenseterminate, payrollor modify, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated Transactionscontract; or (vvii) result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset of the assets owned or used by the Company. (c) Each Seller understands that the shares of Purchaser’s common stock are “restricted securities” and have not been registered under the Securities Act or any Leased Equipmentapplicable State securities laws and is acquiring the Shares of Purchaser’s common stock for its own account and with a view to distributing or reselling such shares or any part thereof in violation of the Securities Act or any applicable State securities laws. (d) Each Seller either alone or together with its representatives, which will has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the perspective investment in the Purchaser’s Shares, and to so evaluate the merits and risks of such investment. Such Seller is able to bear the economic risk of investment in such Shares and, at the present time, is able to report a complete loss of such investment. Each Seller acknowledges that a legend may be placed on such shares to the effect that such Shares may not be removed prior offered or sold except pursuant to Closingan effective registration statement under the Securities Act and pursuant to any available exemption from, except for Sellers' rights under or in a transaction not subject to the registration requirements of the Securities Act and in accordance with applicable State securities laws as evidenced by legal opinion of Counsel to Dreams, to such effect. Except as set forth in Schedule 6.2, no Seller is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this AgreementAgreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) The Company has delivered or made available to Buyer an executed copy of all actions by the Company’s board of directors necessary to approve this Agreement and the Contemplated Transactions. This Agreement Agreement, which includes the exhibits and schedules hereto, has been duly executed and delivered by the Company and constitutes the legal, valid, valid and binding obligation obligations of Sellersthe Company, enforceable against each Seller it in accordance with its terms, except where such enforceability may be limited to bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally and by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). Upon Subject to the execution and delivery by Sellers requisite consents referenced in Section 4.3 of the documents described in Section 2.6(a) (collectively, the "Seller Closing Documents"), the Seller Closing Documents will constitute the legal, valid, and binding obligations of Sellers enforceable against Sellers in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller Closing Documents and to perform their respective obligations under this Agreement and the applicable Seller Closing Documents. (b) Except as set forth on Disclosure Schedule 3.2(b)Schedule, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will will, directly or indirectly (with or without notice or lapse of time): (ia) contravene, conflict with, or result in a violation of (Ai) any provision of the Sellers' articles Organizational Documents of incorporation or by-lawsthe Company, or (Bii) any resolution adopted by the boards board of directors or shareholders (or other equity owners) of the stockholders of SellersCompany; (iib) contravene, conflict with, or result in a violation of, or give any Governmental Body Authority or other Person the right to challenge any of the Contemplated Transactions, Transactions or to exercise any remedy or obtain any relief in respect of the Contemplated Transactionsunder, under any Legal Requirement Law or any Order to which Sellers, any Xxxxxx Asset of the Company or any Leased Equipment is of the assets owned or would used by any of the Company may be boundsubject; (iiic) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body Authority or other Person the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization License or Permit that is held by either Seller and the Company or that otherwise relates toto the business of, or affectsany of the assets owned or used by, any Xxxxxx Asset or any Leased Equipmentthe Company; (ivd) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to the Knowledge of Sellers, cause either Buyer to become subject todeclare a default or exercise any remedy under, or to become liable for accelerate the payment maturity or performance of, or to cancel, terminate, or modify, any tax (including, but not limited to, transfer, sales, income, gross receipts, license, payroll, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated Transactionsmaterial Contract; or (ve) result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset of the assets owned or used by any Leased Equipment, which will not be removed prior to Closing, except for Sellers' rights under this Agreementof the Company.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, the Company enforceable against each Seller it in accordance with its terms. Upon the execution and delivery by Sellers the Company of this Agreement and any other document or agreement required to be executed and delivered by the documents described in Section 2.6(a) Company pursuant to the terms of this Agreement (collectively, the "Seller Company Closing Documents"), the Seller Agreement and the Company Closing Documents will constitute the legal, valid, and binding obligations of Sellers the Company, enforceable against Sellers it in accordance with their respective terms. Sellers have The Company has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller Company Closing Documents and to perform their respective its obligations under this Agreement and the applicable Seller Company Closing Documents. (b) Except as set forth on in Section C.2(b) of the Company Disclosure Schedule 3.2(b)Schedule, neither the execution and delivery of this Agreement and the Company Closing Documents nor the consummation or performance of any the Basic Transaction or the Purchaser's exercise of the Contemplated Transactions will Option will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Sellers' articles Organizational Documents of incorporation or by-lawsthe Company, or (B) any resolution adopted by the boards board of directors or the stockholders of Sellersthe Company; or (C) any Legal Requirement or Order applicable to the Company; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any the Basic Transaction or the Purchaser's exercise of the Contemplated Transactions, Option or to exercise any remedy or obtain any relief in respect of the Contemplated Transactionsunder, under any Legal Requirement or any Order to which Sellersthe Company, any Xxxxxx Asset or any Leased Equipment is of the assets owned or would used by the Company, may be boundsubject; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and the Company or that otherwise relates toto the business of, or affects, any Xxxxxx Asset of the assets owned or any Leased Equipmentused by the Company; (iv) to the Knowledge of Sellers, cause either Buyer to become subject to, alter or to become liable for the payment of, violate or impair any tax (including, but not limited to, transfer, sales, income, gross receipts, license, payroll, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real propertypermit or other similar authorization held by the Company; (v) require any consent or other action by any Person under, registrationconflict with, including result in a breach of, constitute a default under, or give rise (A) to any interest right of termination, cancellation or penalty interest acceleration of any right or addition theretoobligation of the Company under any Applicable Contract, or (B) with to a loss of any benefit to which the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated TransactionsCompany is entitled under any Applicable Contract; or (vvi) result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset of the assets owned or any Leased Equipmentused by the Company. (c) Except as set forth in Section C.2(c) of the Company Disclosure Schedule, which the Company is not, and will not be, required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of the Basic Transaction or the Purchaser's exercise of the Option. (d) For the purposes of consummating the Basic Transaction and the Purchaser's exercise of the Option, the Company has waived any and all transfer restrictions, if any, on the Shares sought to be removed prior transferred by the Sellers to Closing, except the Purchaser and has obtained the waivers from each party to the Stockholders Agreement dated as of April 2002 by and among the Company and certain shareholders of the Company regarding any rights of first refusal that any shareholder of the Company may have with respect to the transfer of the Shares to the Purchaser. The Company has provided all such waivers to the Purchaser for Sellers' rights under this Agreementreview.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersSeller, enforceable against each Seller in accordance with its terms. Upon the execution and delivery by Sellers Seller of this Agreement, the documents described in Section 2.6(a) Escrow Agreement and the Non-Competition Agreement (collectively, the "Seller “Seller’s Closing Documents"”), the Seller Seller’s Closing Documents will constitute the legal, valid, and binding obligations of Sellers Seller, enforceable against Sellers Seller in accordance with their respective terms. Sellers have Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller Seller’s Closing Documents and to perform their respective its obligations under this Agreement and the applicable Seller Seller’s Closing Documents. (b) Except as set forth on Disclosure Schedule 3.2(b), neither Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Sellers' articles Organizational Documents of incorporation or by-lawsthe Company, or (B) any resolution adopted by the boards board of directors or the stockholders of Sellersthe Company; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, Transactions or to exercise any remedy or obtain any relief in respect of the Contemplated Transactionsunder, under any Legal Requirement or any Order to which Sellersthe Company or either Seller, any Xxxxxx Asset or any Leased Equipment is of the assets owned or would used by the Company, may be boundsubject; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and the Company or that otherwise relates toto the business of, or affectsany of the assets owned or used by, any Xxxxxx Asset or any Leased Equipmentthe Company; (iv) to cause Buyer or the Knowledge of Sellers, cause either Buyer Company to become subject to, or to become liable for the payment of, any tax income Tax; (including, but not limited to, transfer, sales, income, gross receipts, license, payroll, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition theretov) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated Transactionsbest of Seller’s knowledge cause any of the assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental Body; (vi) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or (vvii) result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset of the assets owned or used by the Company, except as otherwise set forth herein. Neither the Seller nor the Company is or will be required to give any Leased Equipment, which will not be removed prior notice to Closingor obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions, except for Sellers' rights under this Agreementthe consents set forth in Sections 5.1 and 7.3 herein.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against each Seller Sellers in accordance with its terms. Upon the execution and delivery by Sellers of the documents described in Section 2.6(a) The Employment Agreements (collectively, with this Agreement, the Disclosure Letter and all certificates of Sellers delivered under this Agreement, the ("Seller Sellers' Closing Documents"), the Seller Closing Documents will ) constitute the legal, valid, and binding obligations of Sellers Sellers, enforceable against Sellers in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller Sellers' Closing Documents and to perform their respective obligations under this Agreement and the applicable Seller Sellers' Closing Documents. (b) Except as set forth on in Part 3.2(b) of the Disclosure Schedule 3.2(b)Letter, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Sellers' articles Organizational Documents of incorporation or by-lawsthe Company, or (B) any resolution adopted by the boards board of directors or the stockholders of Sellersthe Company; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, Transactions or to exercise any remedy or obtain any relief in respect of the Contemplated Transactionsunder, under any Legal Requirement or any Order to which Sellersthe Company or either Seller, any Xxxxxx Asset or any Leased Equipment is of the assets owned or would used by the Company, may be boundsubject; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and the Company or that otherwise relates toto the business of, or affects, any Xxxxxx Asset of the assets owned or any Leased Equipmentused by the Company; (iv) to cause the Knowledge of Sellers, cause either Buyer Company to become subject to, or to become liable for the payment of, any tax Tax; (includingv) cause any of the assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental Body; (vi) contravene, but not limited toconflict with, transferor result in a violation or breach of any provision of, salesor give any Person the right to declare a default or exercise any remedy under, incomeor to accelerate the maturity or performance of, gross receiptsor to cancel, licenseterminate, payrollor modify, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated TransactionsContract; or (vvii) result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset of the assets owned or used by the Company. (c) Except as set forth in Part 3.2(c) of the Disclosure Letter, neither Seller nor the Company is or will be required to give any Leased Equipmentnotice to or obtain any consent , which will not be removed prior to Closingfrom any Person in connection with the execution, except for delivery or performance of this Agreement or a Sellers' rights under this AgreementClosing Document or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersSellers and JBE, enforceable against each Seller JBE in accordance with its terms. Upon the execution and delivery by Sellers of the documents described in required of them under Section 2.6(a) 2.4 (collectively, the "Seller Sellers' Closing Documents"), the Seller Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers JBE, enforceable against Sellers JBE in accordance with their respective terms. Sellers , and Bie and JBE have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller Sellers' Closing Documents and to perform their respective obligations under this Agreement and the applicable Seller Sellers' Closing Documents. (b) Except as set forth on Disclosure Schedule 3.2(b), neither Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will (will, directly or indirectly, with or without notice or lapse of time):. (i) contravene, conflict with, . or result in a violation of (A) any provision of the Sellers' articles Organizational Documents of incorporation or by-lawsJBE, or (B) any resolution resolution, formal policy or other undertaking adopted by the boards shareholders of directors or the stockholders of SellersJBE; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, Transactions or to exercise any remedy or obtain any relief in respect of the Contemplated Transactionsunder, under any Legal Requirement or any Order to which Sellers, any Xxxxxx Asset JBE or any Leased Equipment is Seller, or would any of the assets owned or used by JBE, may be boundsubject; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and JBE or that otherwise relates toto the business of, or affectsany of the assets owned or used by, any Xxxxxx Asset or any Leased EquipmentJBE; (iv) cause any of the assets owned by JBE to be reassessed or revalued by any taxing authority or other Governmental Body; (v) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the Knowledge of Sellers, cause either Buyer right to become subject todeclare a default or exercise any remedy under, or to become liable for accelerate the payment maturity or performance of, or to cancel. terminate, or modify, any tax (including, but not limited to, transfer, sales, income, gross receipts, license, payroll, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated TransactionsApplicable Contract; or (vvi) result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset of the assets owned or used by JBE. (c) Neither Bie nor JBE is or will be required to give any Leased Equipment, which will not be removed prior notice to Closing, except for Sellers' rights under or obtain any Consent from any Person in connection with the execution and delivery of this AgreementAgreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against each Seller of the Sellers in accordance with its terms. Upon the execution and delivery by Sellers of the Escrow Agreement, the Noncompetition Agreement, the Software License and Support Agreement, the Tradename and Trademark License Agreement, the Transitional Services Agreement, the Employee Leasing Agreement, the Release, the Real Estate Purchase Agreement, the Vendor Contract Participation Agreement, the documents described in of assignment and conveyance contemplated by Section 2.6(a1.9(a)(i) and any other documents delivered pursuant to Section 1.9(a)(xvii) (collectively, the "Seller Closing DocumentsRelated Agreements"), the Seller Closing Documents Related Agreements will constitute the legal, valid, and binding obligations of Sellers Sellers, enforceable against each of the Sellers in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity authority to execute and deliver this Agreement and the Seller Closing Documents Related Agreements and to perform their respective obligations under this Agreement and the applicable Seller Closing DocumentsRelated Agreements. (b) Except as set forth on Disclosure in Schedule 3.2(b)2.2, neither the execution and delivery of this Agreement and the Related Agreements nor the consummation or performance of any of the Contemplated Transactions will (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Sellers' articles Organizational Documents of incorporation or by-laws, or (B) any resolution adopted by the boards of directors Sellers or the stockholders of SellersCompany; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, Transactions or to exercise any remedy or obtain any relief in respect of the Contemplated Transactionsunder, under any Legal Requirement or any Order to which the Company or either of the Sellers, any Xxxxxx Asset or any Leased Equipment is of the assets owned or used by the Company, are subject, except for such failures, contraventions, violations or conflicts which would be boundnot have a Material Adverse Effect; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by either Seller and the Company or that otherwise relates toto the business of, or affectsany of the assets owned or used by the Company, any Xxxxxx Asset or any Leased Equipmentexcept for such failures which would not have a Material Adverse Effect; (iv) to the Knowledge contravene, conflict with, or result in a violation or breach of Sellers, cause either Buyer to become subject toany provision of, or to become liable for Sellers' Knowledge give any Person the payment right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, in any tax (includingmaterial respect, but not limited to, transfer, sales, income, gross receipts, license, payroll, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated TransactionsApplicable Contract; or (v) result in the imposition or creation of any Encumbrance (other than Permitted Encumbrances) upon or with respect to any Xxxxxx Asset of the assets owned or used by Sellers or the Company in connection with the Foodservice Business. Except as set forth in Schedule 2.2, neither Sellers nor the Company is required to give any Leased Equipment, which will not be removed prior notice to Closing, except for Sellers' rights under or obtain any Consent from any Person in connection with the execution and delivery of this AgreementAgreement or the consummation of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, valid and binding obligation of SellersBuyer, enforceable against each Seller it in accordance with its terms, except as may be limited by bankruptcy, moratorium and insolvency laws and other laws affecting the rights of creditors generally and except as may be limited by general principles of equity. Upon the execution and delivery by Sellers it of the documents described in Section 2.6(a) (collectivelyDocuments to which Buyer is a party and the execution and delivery thereof by each other party thereto, the "Seller Closing Documents"), the Seller Closing such Documents will constitute the legal, valid, valid and binding obligations of Sellers Buyer, enforceable against Sellers in accordance with their respective terms, except as may be limited by bankruptcy, moratorium and insolvency laws and other laws affecting the rights of creditors generally and except as may be limited by general principles of equity. Sellers have Buyer has the absolute and unrestricted right, power, authority, authority and capacity to execute and deliver this Agreement and the Seller Closing Documents to which it is a party and to perform their respective its obligations under this Agreement and the applicable Seller Closing such Documents. (b) Except as set forth on Disclosure Schedule 3.2(b), neither Neither the execution and delivery of this Agreement or any of the Documents, nor the consummation or performance of any of the Contemplated Transactions will will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, with or result in a violation of (A) any provision of the Sellers' articles of incorporation or by-laws, or (B) any resolution adopted by the boards of directors or the stockholders of Sellers; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, or to exercise any remedy or obtain any relief in respect of the Contemplated Transactions, under any Legal Requirement or any Order to which Sellers, any Xxxxxx Asset or any Leased Equipment Buyer is or would be bound;subject; or (iiiii) contravene, conflict with, with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, terminate or modify, any Governmental Authorization that is held by either Seller Buyer. (c) Buyer is not and that otherwise relates will not be required to give any notice to, or affectsobtain any Consent from, any Xxxxxx Asset Person in connection with the execution and delivery of this Agreement or any Leased Equipment; (iv) to of the Knowledge Documents or the consummation or performance of Sellers, cause either Buyer to become subject to, or to become liable for the payment of, any tax (including, but not limited to, transfer, sales, income, gross receipts, license, payroll, employment, excise, severance, stamp occupation, premium, windfall profit, environmental, customs, duties, capital stock, franchise, real property, registration, including any interest or penalty interest or addition thereto) with the exception of those incurred in the ordinary course of such Buyer's business after the Closing Date and unrelated to the Contemplated Transactions; or (v) result in the imposition or creation of any Encumbrance upon or with respect to any Xxxxxx Asset or any Leased Equipment, which will not be removed prior to Closing, except for Sellers' rights under this Agreement.