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 Sellers in accordance with its terms. Upon the execution and delivery by Sellers of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, and the Noncompetition Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' 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 Sellers' Closing Documents and to perform their obligations under this Agreement and the Sellers' Closing Documents.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against Sellers in accordance with its terms. Upon the execution and delivery by Sellers of the Escrow Employment Agreement, the Employment Agreements, the Sellers' Releases, and the Noncompetition Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' 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 Sellers' Closing Documents and to perform their obligations under this Agreement and the Sellers' Closing Documents.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against Sellers in accordance with its terms. Upon the execution and delivery by Sellers of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, and the Noncompetition Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' 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 Sellers' Closing Documents and to perform their obligations under this Agreement and the Sellers' Closing Documents.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, Sellers and the Company enforceable against Sellers them in accordance with its terms. Upon the execution and delivery by Sellers of the Employment Agreements, the Escrow Agreement, the Employment Agreements, the Sellers' Releases, Subscription Agreements and the Noncompetition Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will ---------------------------- constitute the legal, valid, and binding obligations of Sellers, enforceable against Sellers them in accordance with their respective terms. Each of the Sellers have and the Company has the absolute and unrestricted right, power, authority, authority and capacity to execute and deliver this Agreement and the Sellers' Closing Documents and to perform their respective obligations under this Agreement and the Sellers' Closing Documents.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against Sellers in accordance with its terms. Upon the execution and delivery by Sellers of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, and the Noncompetition Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' 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 Sellers' Closing Documents and to perform their his obligations under this Agreement and the Sellers' Closing Documents.

Authority; No Conflict. (a) a. This Agreement constitutes the legal, valid, and binding obligation of SellersSeller, enforceable against Sellers Seller in accordance with its terms. Upon the execution and delivery by Sellers Seller of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, Seller’s Releases and the Noncompetition Agreements other agreements to be delivered by the Seller in connection with the completion of the Contemplated Transaction (collectively, the "Sellers' Seller’s Closing Documents"), the Sellers' Seller’s Closing Documents will each constitute the legal, valid, and binding obligations of SellersSeller, 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 Sellers' Seller’s Closing Documents and to perform their obligations under this Agreement and the Sellers' Seller’s Closing Documents.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersSeller, enforceable against Sellers Seller in accordance with its terms. Upon the execution and delivery by Sellers Seller of this Agreement and each of the other agreements required to be entered into by the Seller pursuant to the terms and conditions of this Agreement including without limitation the Escrow Agreement, Agreement and the Employment Agreement ("Other Agreements, the Sellers' Releases, and the Noncompetition Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents said Other Agreements will constitute the legal, valid, and binding obligations of SellersSeller, 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 Sellers' Closing Documents Other Agreements and to perform their obligations under this Agreement and the Sellers' Closing DocumentsOther Agreements.

Authority; No Conflict. (a) This Agreement constitutes the legal, validconstitutes, and binding obligation of upon execution by Sellers, enforceable against Sellers in accordance with its terms. Upon the execution and delivery by Sellers of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, Loan Purchase Agreements and the Noncompetition Agreements (collectively, the "Sellers' Closing Documents")) will constitute, the Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Closing Documents and to perform their obligations under this Agreement and under the Sellers' Closing Documents.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellerssuch Seller, enforceable against Sellers such Seller in accordance with its terms. Upon the execution and delivery by Sellers such Seller of the Escrow AgreementAgreement and its Seller's Release, the Employment Agreements, the Sellers' Releases, and the Noncompetition Agreements (collectivelytogether, the "Sellers' Seller's Closing Documents"), the Sellers' such Seller's Closing Documents will constitute the legal, valid, and binding obligations of Sellerssuch Seller, enforceable against Sellers such Seller in accordance with their respective terms. Sellers have Such Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' such Seller's Closing Documents and to perform their such Seller's obligations under this Agreement and the Sellers' such Seller's Closing Documents.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against Sellers in accordance with its terms. Upon the execution and delivery by Sellers of the Escrow Agreement, the Employment Agreements, the Manufacturer's Agreement, the Sellers' Releases, and the Noncompetition Non-Compete Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' 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 Sellers' Closing Documents and to perform their obligations under this Agreement and the Sellers' Closing Documents.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersSeller, enforceable against Sellers Seller in accordance with its terms. Upon the execution and delivery by Sellers Seller of the Escrow Employment Agreement, the Employment AgreementsSeller's Release, the Sellers' Releases, Non-Competition Agreement and the Noncompetition Agreements Patent Assignment (collectively, the "Sellers' Seller's Closing Documents"), the Sellers' Seller's Closing Documents will constitute the legal, valid, and binding obligations of SellersSeller, 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 Sellers' Seller's Closing Documents and to perform their his obligations under this Agreement and the Sellers' Seller's Closing Documents.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersSeller, enforceable against Sellers Seller in accordance with its terms. Upon the execution and delivery by Sellers Seller of the Escrow Employment Agreement, the Employment AgreementsSeller's Release, Non-Competition Agreement, Security Agreement, the Sellers' Releases, Subordination Agreement and the Noncompetition Agreements Shareholder Agreement (collectively, the "Sellers' Seller's Closing Documents"), the Sellers' Seller's Closing Documents will constitute the legal, valid, and binding obligations of SellersSeller, 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 Sellers' Seller's Closing Documents and to perform their its obligations under this Agreement and the Sellers' Seller's Closing Documents.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against Sellers in accordance with its terms. Upon the execution and delivery by Sellers of the Escrow Agreement, the Employment Agreements, the Sellers' ReleasesRelease, the Noncompetition Agreement and the Noncompetition Agreements Guaranty (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents and the Bridge Loan Agreement 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 Sellers' Closing Documents and to perform their obligations under this Agreement and the Sellers' Closing Documents.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against Sellers in accordance with its terms. Upon the execution and delivery by Sellers of the Escrow Agreement, the Employment Agreements, Agreements (to which each Seller is a party) and the Sellers' Releases, and the Noncompetition Agreements Releases (collectively, the "Sellers' Closing Documents"), the Sellers' 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 Sellers' Closing Documents and to perform their obligations under this Agreement and the Sellers' Closing Documents.

Authority; No Conflict. (ab) This Agreement constitutes the legal, valid, and binding obligation of SellersSeller, enforceable against Sellers Seller in accordance with its terms. Upon the execution and delivery by Sellers Seller of the Escrow endorsed share certificate, Agreement, Amendments and release of the Employment Agreements, the Sellers' Releases, and the Noncompetition Agreements Xxxxx Fargo indebtedness (collectively, the "Sellers' Seller's Closing Documents"), the Sellers' Seller's Closing Documents will constitute the legal, valid, and binding obligations of SellersSeller, enforceable against Sellers Seller in accordance with their respective terms. Sellers Seller have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the SellersSeller' Closing Documents and to perform their obligations under this Agreement and the Sellers' Seller's Closing Documents.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersSellers and the Company, enforceable against Sellers them in accordance with its terms. Upon the execution and delivery by Sellers of the Employment Agreement, the Escrow Agreement, the Employment Agreements, the Sellers' Releases, Subscription Agreements and the Noncompetition Non-Competition Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid, and binding obligations of SellersSellers and the Company, enforceable against Sellers them in accordance with their respective terms. Each of the Sellers have and the Company has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Closing Documents and to perform their obligations under this Agreement and the Sellers' Closing Documents.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersSeller, enforceable against Sellers Seller in accordance with its terms. Upon the execution and delivery by Sellers Seller of the Escrow Employment Agreement, the Employment Agreements, the Sellers' Releases, Non-Competition Agreement and the Noncompetition Agreements Seller’s Release (collectively, the "Sellers' “Seller’s Closing Documents"”), the Sellers' Seller’s Closing Documents will constitute the legal, valid, and binding obligations of SellersSeller, 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 Sellers' Seller’s Closing Documents and to perform their his obligations under this Agreement and the Sellers' Seller’s Closing Documents.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellerssuch Seller, enforceable against Sellers such Seller in accordance with its terms. Upon the execution and delivery by Sellers such Seller of the Escrow Agreement, the Employment AgreementsSeller's Release and all other documents or agreements executed by such Seller in connection herewith, the Sellers' Releases, and the Noncompetition Agreements (collectively, the "Sellers' Seller's Closing Documents"), the Sellers' Seller's Closing Documents will constitute the legal, valid, and binding obligations of Sellerssuch Seller, enforceable against Sellers such Seller in accordance with their respective terms. Sellers have Such Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Closing Documents and to perform their its obligations under this Agreement and the Sellers' Closing Documents.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against Sellers in accordance with its terms. Upon the execution and delivery by Sellers of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, and the Noncompetition Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' 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 Sellers' Closing Documents and to perform their obligations under this Agreement and the Sellers' Closing Documents.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of each of Sellers, enforceable against each of Sellers in accordance with its terms. Upon the execution and delivery by Sellers of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, Agreement and the Noncompetition Agreements Agreement (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid, and binding obligations of each of Sellers, enforceable against each of Sellers in accordance with their respective terms. Each of Sellers have has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Closing Documents and to perform their its obligations under this Agreement and the Sellers' Closing Documents.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersSellers and the Company, enforceable against Sellers and the Company in accordance with its terms. Upon the execution and delivery by Sellers of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, Agreements and the Noncompetition Agreements other documents and materials listed in Section 2.4 (a) of this Agreement (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid, and binding obligations of SellersSellers or the Company as applicable, enforceable against Sellers or the Company, as applicable, 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 and, as appropriate, the Sellers' Closing Documents and to perform their obligations under this Agreement and the Sellers' Closing Documents.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against Sellers in accordance with its terms. Upon the execution and delivery by Sellers of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, and the Noncompetition Agreements Sellers Non-Competition Agreements, as applicable (collectively, the "Sellers' Closing Documents"), the Sellers' 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 Sellers' Closing Documents and to perform their obligations under this Agreement and the Sellers' Closing Documents.

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

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Acquired Companies and the Sellers, enforceable against the Acquired Companies and the Sellers in accordance with its terms. Upon the execution and delivery by Sellers of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, Management Agreements and the Noncompetition Agreements Lease (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms. Sellers The Acquired Companies and the Sellers, respectively, have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Closing Documents and to perform each of their obligations under this Agreement and the Sellers' Closing Documents, respectively.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, Sellers and the Companies enforceable against Sellers them in accordance with its terms. Upon the execution and delivery by Sellers of the Employment Agreements, the Escrow Agreement, the Employment Agreements, the Sellers' Releases, Subscription Agreements and the Noncompetition Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid, and binding obligations of SellersSellers and the Companies, enforceable against Sellers them in accordance with their respective terms. Each of the Sellers have and the Companies has the absolute and unrestricted right, power, authority, authority and capacity to execute and deliver this Agreement and the Sellers' Closing Documents and to perform their respective obligations under this Agreement and the Sellers' Closing Documents.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation obligations of Sellers, enforceable against Sellers in accordance with its terms. Upon the execution and delivery by Sellers of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, and the Noncompetition Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' 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 Sellers' Closing Documents and to perform their obligations under this Agreement and the Sellers' Closing Documents.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersSeller, enforceable against Sellers him in accordance with its terms. Upon the execution and delivery by Sellers Seller of the Escrow Agreement, the Employment AgreementsNoncompetition Agreement, the Sellers' Releases, Employment Agreement and the Noncompetition Agreements Subscription Agreement (collectively, the "Sellers' Seller's Closing Documents"), the Sellers' Seller's Closing Documents will constitute the legal, valid, and binding obligations of SellersSeller, 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 Sellers' Seller's Closing Documents and to perform their his obligations under this Agreement and the Sellers' Seller's Closing Documents.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against Sellers in accordance with its terms. Upon the execution and delivery by Sellers of the Escrow Agreement, the Employment AgreementsSellers’ Releases, the Sellers' ReleasesNoncompetition Agreements, and the Noncompetition Agreements Landlord’s Consent (collectively, the "“Sellers' ’ Closing Documents"”), the Sellers' ’ 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 Sellers' ’ Closing Documents and to perform their obligations under this Agreement and the Sellers' ’ Closing Documents.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against Sellers in accordance with its terms. Upon the execution and delivery by Sellers of the Escrow Agreement, the Employment Agreements, the Sellers' ReleasesRelease, and the Consulting and Noncompetition Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' 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 Sellers' Closing Documents and to perform their obligations under this Agreement and the Sellers' Closing Documents.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, Sellers and the Company enforceable against Sellers them in accordance with its terms. Upon the execution and delivery by Sellers of the Employment Agreements, the Escrow Agreement, the Employment Agreements, the Sellers' Releases, Subscription Agreements and the Noncompetition Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid, and binding obligations of SellersSellers and the Company, enforceable against Sellers them in accordance with their respective terms. Each of the Sellers have and the Company has the absolute and unrestricted right, power, authority, authority and capacity to execute and deliver this Agreement and the Sellers' Closing Documents and to perform their respective obligations under this Agreement and the Sellers' Closing Documents.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against Sellers in accordance with its terms. Upon the execution and delivery by Sellers Wxxxxxxxxxx and Bxxxxxxxx of the Escrow Agreement, the Employment Agreements, and the Sellers' Releases, and the Noncompetition Agreements (collectivelyReleases(collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid, and binding obligations of SellersSellers that are a party to each such document, enforceable against Sellers that are a party to each such document, 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 Sellers' Closing Documents and to perform their obligations under this Agreement and the Sellers' Closing Documents.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against Sellers in accordance with its terms. Upon the execution and delivery by Sellers of the Escrow Employment Agreement, the Employment Agreements, the Sellers' Releases, and the Noncompetition Non-Competition Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' 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 Sellers' Closing Documents and to perform their obligations under this Agreement and the Sellers' Closing Documents.

Authority; No Conflict. (ac) This Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against Sellers in accordance with its terms. Upon the execution and delivery by Sellers of the Escrow Agreement, the Employment Agreements, the Sellers' ReleasesResignation Letter, and the Noncompetition Agreements Agreement (collectively, the "Sellers' Closing Documents"), the Sellers' 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 Sellers' Closing Documents and to perform their obligations under this Agreement and the Sellers' Closing Documents.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against Sellers in accordance with its terms. Upon the execution and delivery by Sellers of the Escrow execution, this Agreement, the Employment and Noncompetition Agreements, the Sellers' Releases, and the Noncompetition Agreements Lease (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents ) will constitute the legal, valid, and binding obligations of SellersSellers (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 Sellers' Closing Documents to which they are a party and to perform their obligations under this Agreement and the Sellers' Closing DocumentsDocuments (to which they are a party).

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, Sellers and the Company enforceable against Sellers them in accordance with its terms. Upon the execution and delivery by Sellers of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, the Employment Agreements and the Noncompetition Lease Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers, enforceable against Sellers them 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 Sellers' Closing Documents and to perform their obligations under this Agreement and the Sellers' Closing Documents.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, Sellers and the Company enforceable against Sellers them in accordance with its terms. Upon the execution and delivery by Sellers of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, Agreement and the Noncompetition Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers, enforceable against Sellers each of them in accordance with their respective terms. Each of the Sellers have and the Company has the absolute and unrestricted right, power, authority, authority and capacity to execute and deliver this Agreement and the Sellers' Closing Documents and to perform their respective obligations under this Agreement and the Sellers' Closing Documents.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellerseach of the Sellers and the Company, enforceable against Sellers and the Company, in accordance with its terms. Upon the execution and delivery by Sellers of the Escrow Employment Agreement, the Employment Agreements, the Sellers' Releases, and the Noncompetition Non-competition Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' 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 Sellers' Closing Documents and to perform their obligations under this Agreement and the Sellers' Closing Documents.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, and the Company enforceable against Sellers them in accordance with its terms. Upon the execution and delivery by Sellers of the Employment Agreements, the Escrow Agreement, the Employment Agreements, the Sellers' Releases, Subscription Agreements and the Noncompetition Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid, and binding obligations of SellersSellers and the Company, enforceable against Sellers them in accordance with their respective terms. Each of the Sellers have and the Company has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Closing Documents and to perform their respective obligations under this Agreement and the Sellers' Closing Documents.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against Sellers in accordance with its terms. Upon the execution and delivery by Sellers of the Escrow Agreement, the Employment Agreements, the Sellers' ’ Releases, and the Noncompetition Agreements (collectively, the "“Sellers' ’ Closing Documents"”), the Sellers' ’ 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 Sellers' ’ Closing Documents and to perform their obligations under this Agreement and the Sellers' ’ Closing Documents.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersSeller and Housewares, enforceable against Sellers Seller and Housewares in accordance with its terms. Upon the execution and delivery by Sellers Seller, as applicable, of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, Agreement and the Noncompetition Agreements Agreement (collectively, the "Sellers' Seller's Closing Documents"), the Sellers' Seller's Closing Documents will constitute the legal, valid, and binding obligations of SellersSeller, enforceable against Sellers Seller in accordance with their respective terms. Sellers Seller and Housewares have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Seller's Closing Documents Documents, as applicable, and to perform their respective obligations under this Agreement and the Sellers' Seller's Closing Documents, as applicable.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersSeller, enforceable against Sellers Seller in accordance with its terms. Upon the execution and delivery by Sellers Seller of the Escrow Subscription Agreement, the Investment Letter, Loan Agreement, Promissory Note and Employment AgreementsAgreement, and the Sellers' Releases, and the Noncompetition Agreements Releases (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms. Sellers Seller have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the SellersSeller' Closing Documents and to perform their obligations under this Agreement and the SellersSeller' Closing Documents.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersBuyer, enforceable against Sellers Buyer in accordance with its terms. Upon the execution and delivery by Sellers Buyer of the Escrow Employment Agreement, the Employment AgreementsNoncompetition Agreement and all other documents or agreements executed by Buyer in connection herewith, the Sellers' Releases, and the Noncompetition Agreements (collectively, the "Sellers' “Buyer’s Closing Documents"”), the Sellers' Buyer’s Closing Documents will constitute the legal, valid, and binding obligations of SellersBuyer, 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 Sellers' Buyer’s Closing Documents and to perform their its obligations under this Agreement and the Sellers' Buyer’s Closing Documents.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersSellers and Company, enforceable against Sellers and Company in accordance with its terms. Upon the execution and delivery by Sellers of the Escrow Agreement, the Employment Agreements, and the Sellers' Releases, and the Noncompetition Agreements Releases (collectively, the "Sellers' Closing Documents"), the Sellers' 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 Sellers' Closing Documents and to perform their obligations under this Agreement and the 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.