Common use of Authority; No Violation Clause in Contracts

Authority; No Violation. Parent has full corporate power and authority to execute and deliver this Agreement. The execution and delivery of this Agreement have been duly and validly approved by the Board of Directors of Parent and no other corporate proceedings on the part of Parent are necessary to approve this Agreement. This Agreement has been duly and validly executed and delivered by Parent and (assuming due authorization, execution and delivery by the Stockholder) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated hereby, nor compliance by Parent with any of the terms or provisions hereof, will (x) violate any provision of the governing documents of Parent or the certificate of incorporation, by-laws or similar governing documents of any of Parent’s Subsidiaries, (y) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiaries, or any of their respective properties or assets, or (z) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of Parent’s Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or any of Parent’s Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.

Authority; No Violation. Parent If the Stockholder is an entity, the Stockholder has full corporate organizational power and authority to execute and deliver this AgreementAgreement and to perform its obligations hereunder. The If the Stockholder is an entity, the execution and delivery of this Agreement and the performance of its obligations hereunder have been duly and validly approved by the Board governing authority of Directors of Parent the Stockholder, and no other corporate organizational proceedings on the part of Parent the Stockholder are necessary to approve this AgreementAgreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by Parent the Stockholder and (assuming due authorization, execution and delivery by the StockholderParent) this Agreement constitutes a valid and binding obligation of Parentthe Stockholder, enforceable against Parent the Stockholder in accordance with its terms terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement by Parentthe Stockholder, nor the consummation by Parent the Stockholder of the transactions contemplated hereby, nor compliance by Parent the Stockholder with any of the terms or provisions hereof, will (x) if the Stockholder is an entity, violate any provision of the governing documents of Parent or the certificate of incorporation, by-laws or similar governing documents of any of Parent’s SubsidiariesStockholder, (y) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s SubsidiariesStockholder, or any of their respective its properties or assets, or (z) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, claim, mortgage, encumbrance, pledge, deed of trust, security interest, equity or charge of any kind (each, a “Lien”) upon any of the respective properties or assets of Parent or any of Parent’s Subsidiaries under, Subject Shares pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or any of Parent’s Subsidiaries the Stockholder is a party, or by which they it or any of their respective its properties or assets may be bound or affected.

Authority; No Violation. Parent has full corporate power and authority to execute and deliver this Agreement. The execution and delivery of this Agreement have been duly and validly approved by the Board of Directors of Parent and no other corporate proceedings on the part of Parent are necessary to approve this Agreement. This Agreement has been duly and validly executed and delivered by Parent and (assuming due authorization, execution and delivery by the Stockholder) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated hereby, nor compliance by Parent with any of the terms or provisions hereof, will (x) violate any provision of the governing documents of Parent or the certificate of incorporation, by-laws bylaws or similar governing documents of any of Parent’s Subsidiaries, (y) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiaries, or any of their respective properties or assets, or (z) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of Parent’s Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or any of Parent’s Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.

Authority; No Violation. Parent Such Shareholder has full corporate organizational power and authority to execute and deliver this AgreementAgreement and to perform its obligations hereunder. The execution and delivery of this Agreement and the performance of its obligations hereunder have been duly and validly approved by the Board governing authority of Directors of Parent such Shareholder and no other corporate organizational proceedings on the part of Parent such Shareholder are necessary to approve this AgreementAgreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by Parent such Shareholder and (assuming due authorization, execution and delivery by the StockholderCompany) this Agreement constitutes a valid and binding obligation of Parentsuch Shareholder, enforceable against Parent such Shareholder in accordance with its terms except that such enforceability (i) may be limited by bankruptcyterms, insolvency, moratorium or other similar laws affecting or relating subject to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be broughtEnforceability Exceptions. Neither the execution and delivery of this Agreement by Parentsuch Shareholder, nor the consummation by Parent such Shareholder of the transactions contemplated hereby, nor compliance by Parent such Shareholder with any of the terms or provisions hereof, will (x) violate any provision of the governing documents of Parent or the certificate of incorporation, by-laws or similar governing documents of any of Parent’s Subsidiariessuch Shareholder, (y) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiariessuch Shareholder, or any of their respective its properties or assets, or (z) violate, conflict with, result in a breach of any provision of or the loss of any benefit underof, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, claim, mortgage, encumbrance, pledge, deed of trust, security interest, equity or charge of any kind (each, a “Lien”) upon any of the respective properties or assets of Parent or any of Parent’s Subsidiaries under, Subject Shares pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or any of Parent’s Subsidiaries such Shareholder is a party, or by which they it or any of their respective its properties or assets may be bound or affected, except, in the case of this clause (z), for such matters that would not, individually or in the aggregate, impair the ability of such Shareholder to perform its obligations under this Agreement.

Authority; No Violation. Parent Such Stockholder has full corporate organizational power and authority to execute and deliver this AgreementAgreement and to perform its obligations hereunder. The execution and delivery of this Agreement and the performance of its obligations hereunder have been duly and validly approved by the Board governing authority of Directors of Parent such Stockholder and no other corporate organizational proceedings on the part of Parent such Stockholder are necessary to approve this AgreementAgreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by Parent such Stockholder and (assuming due authorization, execution and delivery by the StockholderParent) this Agreement constitutes a valid and binding obligation of Parentsuch Stockholder, enforceable against Parent such Stockholder in accordance with its terms terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement by Parentsuch Stockholder, nor the consummation by Parent such Stockholder of the transactions contemplated hereby, nor compliance by Parent such Stockholder with any of the terms or provisions hereof, will (x) violate any provision of the governing documents of Parent or the certificate of incorporation, by-laws or similar governing documents of any of Parent’s Subsidiariessuch Stockholder, (y) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiariessuch Stockholder, or any of their respective its properties or assets, or (z) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, claim, mortgage, encumbrance, pledge, deed of trust, security interest, equity or charge of any kind (each, a “Lien”) upon any of the respective properties or assets of Parent or any of Parent’s Subsidiaries under, Subject Shares pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or any of Parent’s Subsidiaries such Stockholder is a party, or by which they it or any of their respective its properties or assets may be bound or affected, except, in the case of this clause (z), for such matters that would not, individually or in the aggregate, impair the ability of such Stockholder to perform its obligations under this Agreement.

Authority; No Violation. Parent has full corporate power and authority to execute and deliver this Agreement. The execution and delivery of this Agreement have been duly and validly approved by the Board of Directors of Parent and no other corporate proceedings on the part of Parent are necessary to approve this Agreement. This Agreement has been duly and validly executed and delivered by Parent and (assuming due authorization, execution and delivery by the StockholderStockholders) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms except that such enforceability (i) may be limited by bankruptcyterms, insolvency, moratorium or other similar laws affecting or relating subject to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be broughtEnforceability Exceptions. Neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated hereby, nor compliance by Parent with any of the terms or provisions hereof, will (x) violate any provision of the governing documents of Parent or the certificate of incorporation, by-laws bylaws or similar governing documents of any of Parent’s Subsidiaries, (y) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiaries, or any of their respective properties or assets, or (z) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of Parent’s Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or any of Parent’s Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.

Authority; No Violation. Parent has full corporate power and authority to execute and deliver this Agreement. The execution and delivery of this Agreement have been duly and validly approved by the Board of Directors of Parent and no other corporate proceedings on the part of Parent are necessary to approve this Agreement. This Agreement has been duly and validly executed and delivered by Parent and (assuming due authorization, execution and delivery by the Stockholdereach Unitholder) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms except that such enforceability (i) may be limited by bankruptcyterms, insolvency, moratorium or other similar laws affecting or relating subject to the enforcement of creditors’ rights generally Bankruptcy and (ii) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be broughtEquity Exception. Neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated hereby, nor compliance by Parent with any of the terms or provisions hereof, will (x) violate any provision of the governing documents of Parent or the certificate of incorporation, by-laws bylaws or similar governing documents of any of Parent’s Subsidiaries, (y) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiaries, or any of their respective properties or assets, or (z) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of Parent’s Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or any of Parent’s Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.

Authority; No Violation. Parent If such Stockholder is an entity, such Stockholder has full corporate organizational power and authority to execute and deliver this AgreementAgreement and to perform its obligations hereunder. The If such Stockholder is an entity, the execution and delivery of this Agreement and the performance of its obligations hereunder have been duly and validly approved by the Board of Directors of Parent all requisite corporate, limited liability company or limited partnership action (as applicable) and no other corporate organizational proceedings on the part of Parent such Stockholder are necessary to approve this AgreementAgreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by Parent such Stockholder and (assuming due authorization, execution and delivery by the StockholderKrypton) this Agreement constitutes a valid and binding obligation of Parentsuch Stockholder, enforceable against Parent such Stockholder in accordance with its terms terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement by Parentsuch Stockholder, nor the consummation by Parent such Stockholder of the transactions contemplated hereby, nor compliance by Parent such Stockholder with any of the terms or provisions hereof, will (x) if such Stockholder is an entity, violate any provision of the governing documents of Parent or the certificate of incorporation, by-laws or similar governing documents of any of Parent’s Subsidiariessuch Stockholder, (y) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiariessuch Stockholder, or any of their respective its properties or assets, or (z) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, claim, mortgage, encumbrance, pledge, deed of trust, security interest, equity or charge of any kind (each, a “Lien”) upon any of the respective properties or assets of Parent or any of Parent’s Subsidiaries under, Subject Shares pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or any of Parent’s Subsidiaries such Stockholder is a party, or by which they it or any of their respective its properties or assets (including the Subject Shares) may be bound or affected.

Authority; No Violation. Parent Krypton has full corporate power and authority to execute and deliver this Agreement. The execution and delivery of this Agreement have been duly and validly approved by the Board of Directors of Parent Krypton and no other corporate proceedings on the part of Parent Krypton are necessary to approve this Agreement. This Agreement has been duly and validly executed and delivered by Parent Krypton and (assuming due authorization, execution and delivery by the Stockholder) this Agreement constitutes a valid and binding obligation of ParentKrypton, enforceable against Parent Krypton in accordance with its terms except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement by ParentKrypton, nor the consummation by Parent Krypton of the transactions contemplated hereby, nor compliance by Parent Krypton with any of the terms or provisions hereof, will (x) violate any provision of the governing documents of Parent Krypton or the certificate of incorporation, by-laws or similar governing documents of any of ParentKrypton’s Subsidiaries, (y) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent Krypton or any of ParentKrypton’s Subsidiaries, or any of their respective properties or assets, or (z) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent Krypton or any of ParentKrypton’s Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent Krypton or any of ParentKrypton’s Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.

Authority; No Violation. Parent (a) Buyer and each Affiliate of Buyer that is a party to any Ancillary Agreement has full corporate power and authority to execute and deliver this AgreementAgreement and each Ancillary Agreement to which it is party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements to which Buyer or any of its Affiliates is party and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by all requisite corporate action on the Board part of Directors of Parent Buyer and each such Affiliate, and no other corporate proceedings on the part of Parent Buyer or any of its Affiliates are necessary to approve this AgreementAgreement or the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by Parent Buyer and (assuming the due authorization, execution and delivery by the Stockholder) of this Agreement by Sellers) constitutes a valid and binding obligation of ParentBuyer, enforceable against Parent Buyer in accordance with its terms terms, except that such enforceability (i) as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency, moratorium or other and similar laws affecting or relating to the enforcement of creditors’ rights generally and remedies generally. As of the Closing Date, each Ancillary Agreement to which Buyer or any Affiliate of Buyer is a party will have been duly and validly executed and delivered by Buyer or such Affiliate (as the case may be) and (ii) is subject to general principles of equity and assuming the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the due authorization, execution and delivery of this such Ancillary Agreement by Parentthe other parties thereto) will constitute a valid and binding obligation of Buyer or such Affiliate, nor the consummation enforceable against Buyer or such Affiliate in accordance with its terms, except as enforcement may be limited by Parent general principles of the transactions contemplated herebyequity, nor compliance by Parent with any of the terms or provisions hereof, will (x) violate any provision of the governing documents of Parent or the certificate of incorporation, by-laws or similar governing documents of any of Parent’s Subsidiaries, (y) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiaries, or any of their respective properties or assets, or (z) violate, conflict with, result whether applied in a breach court of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of law or a right court of termination or cancellation underequity, accelerate the performance required byand by bankruptcy, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of Parent’s Subsidiaries underinsolvency, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or any of Parent’s Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedmoratorium and similar laws affecting creditors’ rights and remedies generally.

Authority; No Violation. Parent Quartz has full corporate power and authority to execute and deliver this Agreement. The execution and delivery of this Agreement have been duly and validly approved by the Board of Directors of Parent Quartz and no other corporate proceedings on the part of Parent Quartz are necessary to approve this Agreement. This Agreement has been duly and validly executed and delivered by Parent Quartz and (assuming due authorization, execution and delivery by the Stockholder) this Agreement constitutes a valid and binding obligation of ParentQuartz, enforceable against Parent Quartz in accordance with its terms except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement by ParentQuartz, nor the consummation by Parent Quartz of the transactions contemplated hereby, nor compliance by Parent Quartz with any of the terms or provisions hereof, will (x) violate any provision of the governing documents of Parent Quartz or the certificate of incorporation, by-laws or similar governing documents of any of ParentQuartz’s Subsidiaries, (y) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent Quartz or any of ParentQuartz’s Subsidiaries, or any of their respective properties or assets, or (z) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent Quartz or any of ParentQuartz’s Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent Quartz or any of ParentQuartz’s Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.

Authority; No Violation. Parent has full corporate power and authority to execute and deliver this Agreement. The execution and delivery of this Agreement have been duly and validly approved by the Board of Directors of Parent and no other corporate proceedings on the part of Parent are necessary to approve this Agreement. This Agreement has been duly and validly executed and delivered by Parent and (assuming due authorization, execution and delivery by the StockholderStockholders) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms except that such enforceability (i) may be limited by bankruptcyterms, insolvency, moratorium or other similar laws affecting or relating subject to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be broughtEnforceability Exceptions. Neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated hereby, nor compliance by Parent with any of the terms or provisions hereof, will (x) violate any provision of the governing documents of Parent or the certificate of incorporation, by-laws bylaws or similar governing documents of any of Parent’s Subsidiaries, (y) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiaries, or any of their respective properties or assets, or (z) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of Parent’s Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or any of Parent’s Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.

Authority; No Violation. Parent Such Stockholder has full corporate organizational power and authority authority, if such Stockholder is an Entity, or full capacity, if such Stockholder is a natural person, to execute and deliver this AgreementAgreement and to perform its obligations hereunder. The If such Stockholder is an Entity, the execution and delivery of this Agreement and the performance of its obligations hereunder have been duly and validly approved by the Board governing authority of Directors of Parent such Stockholder and no other corporate organizational proceedings on the part of Parent such Stockholder are necessary to approve this AgreementAgreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by Parent such Stockholder and (assuming due authorization, execution and delivery by the StockholderParent) this Agreement constitutes a valid and binding obligation of Parentsuch Stockholder, enforceable against Parent such Stockholder in accordance with its terms except that such enforceability (i) may be limited by bankruptcyterms, insolvency, moratorium or other similar laws affecting or relating subject to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be broughtEnforceability Exceptions. Neither the execution and delivery of this Agreement by Parentsuch Stockholder, nor the consummation by Parent such Stockholder of the transactions contemplated hereby, nor compliance by Parent such Stockholder with any of the terms or provisions hereof, will (x) if such Stockholder is an Entity, violate any provision of the governing documents of Parent or the certificate of incorporation, by-laws or similar governing documents of any of Parent’s Subsidiariessuch Stockholder, (y) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiariessuch Stockholder, or any of their respective its properties or assets, or (z) violate, conflict with, result in a breach of any provision of or the loss of any benefit underof, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, under or result in the creation of any Lien lien, claim, mortgage, encumbrance, pledge, deed of trust, security interest, equity or charge of any kind (each, a “Lien”) upon any of the respective properties or assets of Parent or any of Parent’s Subsidiaries under, Subject Shares pursuant to any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or any of Parent’s Subsidiaries such Stockholder is a party, or by which they it or any of their respective its properties or assets may be bound or affected, except, in the case of this clause (z), for such matters that would not, individually or in the aggregate, impair the ability of such Stockholder to perform its obligations under this Agreement.

Authority; No Violation. Parent Buyer has full corporate all requisite partnership power and authority to execute enter into this Agreement and deliver this Agreementto carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution execution, delivery and delivery performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved authorized by the Board of Directors of Parent and no other corporate proceedings all requisite partnership action on the part of Parent Buyer and Buyer General Partner, and no other partnership proceedings are necessary to approve consummate the transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by Parent and (Buyer and, assuming the due authorization, execution and delivery hereof by the Stockholder) this Agreement Seller, constitutes a legal, valid and binding obligation agreement of ParentBuyer, enforceable against Parent Buyer in accordance with its terms (except that insofar as such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws affecting or Laws relating to the enforcement of or affecting creditors’ rights generally and (ii) is subject to by general principles of equity and the discretion (regardless of whether such enforceability is considered in a proceeding in equity or at law)). Except as set forth in Section 3.2(b) of the court before which any proceedings seeking injunctive relief Buyer Disclosure Schedule and matters described in clauses (ii), (iii) and (iv) below that would not, individually or specific performance may be brought. Neither in the aggregate, have a material adverse effect on Buyer, neither the execution and delivery by Buyer of this Agreement by ParentAgreement, nor the consummation by Parent Buyer of the transactions contemplated hereby, nor compliance hereby and the performance by Parent with any Buyer of the terms or provisions hereof, this Agreement will (xi) violate or conflict with any provision of the governing documents Buyer’s Certificate of Parent Limited Partnership or the certificate Agreement of incorporationLimited Partnership; (ii) require any consent, by-laws approval, authorization or similar governing documents of permit of, registration, declaration or filing with, or notification to, any of Parent’s Subsidiaries, (y) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent Governmental Entity or any of Parent’s Subsidiaries, or any of their respective properties or assets, or other person; (ziii) violate, conflict with, result in a any breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, time or both, would constitute become a default) under, result in the termination of or a give to others any right of termination termination, cancellation, amendment or cancellation under, accelerate acceleration of any obligation or the performance required by, loss of any benefit under Buyer’s or any Buyer Group Entity’s governing documents or any agreement or instrument to which Buyer or any Buyer Group Entity is a party or by or to which Buyer or any Buyer Group Entity or any of their properties are bound or subject; (iv) result in the creation of an Encumbrance upon any Lien upon or require the sale or give any person the right to acquire any of the respective properties or of assets of Parent Buyer or any Buyer Group Entity, or restrict, hinder, impair or limit the ability of Parent’s Subsidiaries under, Buyer or any Buyer Group Entity to carry on its businesses as and where they are now being carried on; or (v) violate or conflict with any Law applicable to Buyer or any Buyer Group Entity. Section 3.2(b) of the termsBuyer Disclosure Schedule identifies all material consents, conditions or provisions approvals and authorizations of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement Governmental Entity or other instrument or obligation third party that are required to which Parent be obtained by Buyer or any Buyer Group Entity for the consummation of Parent’s Subsidiaries is a party, or the transactions contemplated by which they or any of their respective properties or assets may be bound or affectedthis Agreement.

Authority; No Violation. (a) Parent has and Merger Sub will have full corporate power and authority to execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board Boards of Directors of Parent Parent, and will be so approved in the case of Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to approve this AgreementAgreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and (assuming due authorization, execution and delivery by Company) constitutes the Stockholder) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating subject to the enforcement of creditors’ rights generally Bankruptcy and Equity Exception). (iib) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated hereby, nor compliance by Parent with any of the terms or provisions hereofof this Agreement, will (xi) violate any provision of the governing documents of Parent Certificate or the certificate of incorporationParent Bylaws, by-laws or similar governing documents of any of Parent’s Subsidiaries(ii) assuming that the consents, approvals and filings referred to in Section 4.4 are duly obtained and/or made, (yA) violate any statute, code, ordinance, rule, regulationlaw, judgment, order, writ, injunction or decree or injunction applicable to the Parent or Parent, any of Parent’s Subsidiaries, its Subsidiaries or any of their respective properties or assets, assets or (zB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of Parent’s its Subsidiaries under, any of the terms, 16 <PAGE> conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or any of Parent’s its Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may is bound except, with respect to clause (ii), any such violation, conflict, breach or default that would not reasonably be bound or affected.expected to cause a Material Adverse Effect. 4.4

Authority; No Violation. Parent (a) VSA has full the corporate power and authority to execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of Parent VSA. Except for the adoption of this Agreement by the requisite vote of holders of the issued and outstanding shares of VSA Stock, no other corporate proceedings on the part of Parent VSA are necessary to approve this AgreementAgreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent VSA and (assuming due authorization, execution Stockholder and delivery by the Stockholder) this Agreement constitutes a valid 4 9 and binding obligation of ParentVSA and Stockholder, enforceable against Parent VSA and Stockholder in accordance with its terms except that such enforceability terms. (ib) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the The execution and delivery of this Agreement by ParentVSA, nor the consummation by Parent VSA of the transactions contemplated hereby, nor and the compliance by Parent VSA with any of the terms or provisions hereof, will shall not (xi) violate any provision of the governing documents Articles of Parent Incorporation or the certificate By-Laws of incorporation, by-laws or similar governing documents of any of Parent’s SubsidiariesVSA, (yii) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent VSA or any of Parent’s Subsidiaries, or any of their respective its properties or assets, or (ziii) violate, conflict with, result in a breach of any provision of or result in the loss of any benefit or the increase in the amount of any liability or obligation under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in the creation of any Lien liens, pledges, charges, encumbrances or security interests of any nature or kind (collectively, "Liens") upon any of the respective properties or assets of Parent or any of Parent’s Subsidiaries under, any of the terms, conditions or provisions of VSA under any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Parent or any of Parent’s Subsidiaries VSA is a party, or by which they it or any of their respective its properties or assets may be bound or affected, which, in any such case, would have a Material Adverse Effect on VSA. 3.4.

Authority; No Violation. Parent (a) Each Seller has full corporate the requisite power and authority (including in the case of any Seller that is a trust, the requisite power and authority under its trust documents), and, in the case of any Seller that is a natural Person, is competent, to execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Stock Purchase, have been duly and validly approved authorized by the Board of Directors of Parent and no other corporate proceedings all necessary action on the part of Parent are the applicable Seller (including, in the case of any Seller that is a trust, all necessary approvals of this Agreement by any trustee and any beneficiary of such Seller), and no other action or proceeding on the part of the applicable Seller (or in the case of any Seller that is a trust, on the part of any trustee or beneficiary of such Seller) is necessary to approve authorize this AgreementAgreement or to consummate the transactions contemplated hereby. In the case of any Seller that is a trust, the Person executing this Agreement on behalf of the applicable Seller is the trustee of such Seller and is authorized to act on behalf of such Seller. This Agreement has been duly and validly executed and delivered by Parent and (assuming the applicable Seller. Assuming due authorization, execution and delivery by the Stockholder) Buyer, Company and each other Seller, this Agreement constitutes a valid and binding obligation of Parentthe applicable Seller, enforceable against Parent such Seller in accordance with its terms terms, except that as such enforceability (i) enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other similar laws Laws affecting or relating to the enforcement rights of creditors’ rights generally and creditors generally, or (ii) is subject to the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. If any Seller is a natural Person and is married, and such Seller’s Company Common Stock constitutes community property or spousal or other approval is otherwise required for this Agreement to be legal, valid and binding, the discretion of the court before which any proceedings seeking injunctive relief or specific execution, delivery and performance may be brought. Neither the execution and delivery of this Agreement by Parent, nor and the consummation by Parent the applicable Seller of the transactions contemplated herebyhereby have been duly authorized by, nor compliance and, assuming the due authorization, execution and delivery by Parent with any Buyer and each of the terms or provisions hereofother Sellers, will (x) violate any provision constitute legal, valid and binding obligations of the governing documents of Parent or the certificate of incorporationapplicable Seller’s spouse, by-laws or similar governing documents of any of Parent’s Subsidiaries, (y) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiaries, or any of enforceable against such spouse in accordance with their respective properties or assets, or (z) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of Parent’s Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or any of Parent’s Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.

Authority; No Violation. Parent This Agreement and the Other Seller Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and unanimously approved by the board of directors and shareholders of the Company in accordance with the articles of incorporation and bylaws of the Company and applicable Legal Requirements, and this Agreement and the Other Seller Agreement to which the Company is a party have been duly executed and delivered by the Company. The Company has full corporate power and authority to execute execute, deliver and perform this Agreement and the Other Seller Agreement to which the Company is a party, each Shareholder and each relative or affiliate of the Company or of a Shareholder who is a party to any Other Seller Agreement has full and absolute right, power, authority and legal capacity to execute, deliver and perform this AgreementAgreement and all Other Seller Agreements to which such Shareholder, relative or affiliate is a party, and this Agreement constitutes, and the Other Seller Agreements will when executed and delivered constitute, the legal, valid and binding obligations of, and shall be enforceable in accordance with their respective terms against, the Company and each such Shareholder, relative or affiliate who is a party thereto. The execution execution, delivery and delivery performance of this Agreement have been duly and validly approved by the Board of Directors of Parent and no other corporate proceedings on the part of Parent are necessary to approve this Agreement. This Agreement has been duly and validly executed and delivered by Parent and (assuming due authorization, execution and delivery by the Stockholder) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution Other Seller Agreements and delivery of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated herebyhereby and thereby will not (i) violate any Legal Requirement to which the Company, nor compliance by Parent with any Shareholder, or any relative or affiliate of the terms Company or provisions hereof, will (x) violate of any Shareholder who is a party to any Other Seller Agreement is subject or any provision of the governing documents articles of Parent incorporation or bylaws of the certificate of incorporation, by-laws Company or similar governing documents of any of Parent’s Subsidiaries, (y) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiaries, or any of their respective properties or assetssuch affiliate, or (zii) violate, with or without the giving of notice or the lapse of time or both, or conflict with, with or result in a the breach or termination of any provision of of, or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of timeunder, or both, would constitute a default) give any Person the right to accelerate any obligation under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien Encumbrance upon any properties, assets or business of the respective properties Company, of any Shareholder, or assets of Parent any such relative or any of Parent’s Subsidiaries underaffiliate pursuant to, any of the terms, conditions or provisions of any note, bondindenture, mortgage, indenture, deed of trust, licenselien, lease, agreement license, Permit, agreement, instrument or other instrument or obligation arrangement to which Parent the Company, any Shareholder or any of Parent’s Subsidiaries such relative or affiliate is a party, party or by which they the Company, any Shareholder, or any such relative or affiliate or any of their respective assets and properties or assets may be is bound or affectedsubject. Except for notices that will be given and consents that will be obtained by the Company and the Shareholders prior to the Closing (each of which is set forth in Exhibit 3.1(c)), neither the Company, any Shareholder, nor any such relative or affiliate need give any notice to, make any filing with or obtain any authorization, consent or approval of any Governmental Authority or other Person in order for the parties to consummate the transactions contemplated by this Agreement and the Other Seller Agreements.

Authority; No Violation. Parent (a) Subject to the approval of this Agreement and the Merger Agreement and the transactions contemplated hereby and thereby by the shareholders of NYNB, and subject to the parties obtaining all necessary regulatory approvals, NYNB has full corporate power and authority to execute and deliver this AgreementAgreement and the Merger Agreement and to consummate the transactions contemplated hereby and thereby in accordance with the terms of each such agreement. The execution and delivery of this Agreement and the Merger Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of Parent and NYNB. Except for the approvals described in paragraph (b) below, no other corporate proceedings on the part of Parent NYNB are necessary to approve this consummate the transactions contemplated hereby and by the Merger Agreement. This Agreement has and the Merger Agreement have each been duly and validly executed and delivered by Parent NYNB, and (assuming due authorization, execution and delivery by the Stockholder) this Agreement each constitutes a valid and binding obligation obligations of ParentNYNB, enforceable against Parent NYNB in accordance with its terms except that such enforceability their respective terms. (ib) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement or the Merger Agreement by ParentNYNB, nor the consummation by Parent NYNB of the transactions contemplated herebyhereby and thereby in accordance with the terms of each such agreement, nor or compliance by Parent NYNB with any of the terms or provisions hereofof either such agreement, will (xi) violate any provision of the governing documents of Parent or the certificate of incorporation, by-laws or similar governing documents of any of ParentNYNB’s SubsidiariesCharter Documents, (yii) assuming that the consents and approvals set forth below are duly obtained, violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiaries, NYNB or any of their respective properties or assets, or (ziii) except as set forth in the NYNB Disclosure Schedule, violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in the creation of any Lien lien, security interest, charge or other encumbrance upon any of the respective properties or assets of Parent or any of Parent’s Subsidiaries NYNB under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or any of Parent’s Subsidiaries NYNB is a party, or by which they it or any of their respective its properties or assets may be bound or affected.affected except, with respect to (ii) and (iii) above, such as individually and in the aggregate will not have a material adverse effect on the business, operations, assets or financial condition of NYNB, and which will not prevent or delay the consummation of the transactions contemplated hereby. Except for consents and approvals of or filings or registrations with or notices to Superintendent, the OCC, the FDIC, the Board of Governors of the Federal Reserve System (the “FRB”), and the shareholders of NYNB, no consents or approvals of or filings or registrations with or notices to any third party or any public body or authority are necessary on behalf of NYNB in connection with (x) the execution and delivery by NYNB of this Agreement, (y) the consummation by NYNB of the transactions contemplated hereby and (z) the execution and delivery by NYNB of the Merger Agreement and the consummation by NYNB of the transactions contemplated thereby. 8

Authority; No Violation. (a) Parent has full corporate power and authority to execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of Parent. The Board of Directors of Parent has directed that this Agreement and the transactions contemplated hereby be submitted to Parent's stockholders for approval at a meeting of such stockholders and, except for the adoption of this Agreement by the requisite vote of Parent's stockholders, no other corporate proceedings on the part of Parent are necessary to approve this AgreementAgreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and (assuming due authorization, execution and delivery by the StockholderCompany) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms terms, except that such enforceability (i) as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity whether applied in a court of law or a court of equity and the discretion by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (b) Except as set forth in Section 5.3(b) of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither Parent Disclosure Schedule, neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated hereby, nor compliance by Parent with any of the terms or provisions hereof, will (xi) violate any provision of the governing documents Articles of Parent Incorporation or By-Laws of Parent, or the certificate articles of incorporation, incorporation or by-laws or similar governing documents of any of Parent’s Subsidiariesits Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 5.4 are duly obtained, (yx) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiaries, its Subsidiaries or any of their respective properties or assets, or (zy) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of Parent or any of Parent’s its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or any of Parent’s its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.. 5.4

Authority; No Violation. Parent has full (a) Seller or its applicable Affiliates have all requisite corporate power and authority to execute and deliver this AgreementAgreement and the Ancillary Agreements and to consummate or cause to be consummated the Transactions. The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Transactions have been duly and validly approved by all necessary corporate action on the Board part of Directors of Parent and no Seller or its applicable Affiliates. No other corporate proceedings on the part of Parent Seller or its Affiliates are necessary to approve this AgreementAgreement or the Ancillary Agreements or to consummate or cause to be consummated the Transactions. This Agreement has been been, and the Ancillary Agreements will be, duly and validly executed and delivered by Parent and (Seller or its applicable Affiliates and, assuming due authorization, execution and delivery by the Stockholder) Buyer or its applicable Affiliates, this Agreement constitutes constitutes, and the Ancillary Agreements will constitute, a valid and binding obligation of ParentSeller or its applicable Affiliates, enforceable against Parent Seller or its applicable Affiliates in accordance with its terms terms, except that as such enforceability (i) enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other similar laws affecting or relating to the enforcement rights of creditors’ rights creditors generally and or (ii) is subject to the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be broughtat law. (d) Neither the execution and delivery of this Agreement or the Ancillary Agreements by ParentSeller or its applicable Affiliates, nor the consummation by Parent Seller and its Affiliates of the transactions contemplated hereby, Transactions nor compliance by Parent Seller and its Affiliates with any of the terms or provisions hereof, hereof and of the Ancillary Agreements does or will (xi) violate any provision of the governing documents of Parent or the certificate of incorporation, by-laws bylaws, or similar governing organization documents of any of Parent’s Subsidiaries, Seller or its applicable Affiliates or (yii) (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiaries, or any of their respective properties or assets, Applicable Law or (zy) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a 13 right of termination or cancellation underunder or in any payment conditioned, in whole or in part, on consummation of the Transactions, accelerate the performance required byby or rights or obligations under, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of Parent’s Subsidiaries under, Acquired Assets under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement Contract or other instrument or obligation to which Parent Seller or any of Parent’s Subsidiaries is its applicable Affiliates are a party, or by which they or any of their respective properties properties, assets or assets business activities may be bound or affected., except (in the case of clause (ii) (y) above) for such violations, conflicts, breaches, defaults or loss of benefits which, either individually or in the aggregate, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Section 3.3

Authority; No Violation. Parent Each of the Sellers has full all requisite corporate power and authority to execute enter into and deliver this AgreementAgreement and each Ancillary Document to which it is a party and to carry out the transactions and perform its obligations contemplated hereby and thereby. The execution execution, delivery and delivery performance of this Agreement and each Ancillary Document to which it is a party by each of the Sellers and all transactions contemplated herein and therein have been duly and validly authorized and approved by all necessary corporate action. Each such agreement constitutes the Board of Directors of Parent and no other corporate proceedings on the part of Parent are necessary to approve this Agreement. This Agreement has been duly and validly executed and delivered by Parent and (assuming due authorizationlegal, execution and delivery by the Stockholder) this Agreement constitutes a valid and binding obligation of Parenteach of the Sellers, enforceable against Parent in accordance with its terms except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to terms. Assuming the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity and the discretion accuracy of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither representations and warranties of the execution and delivery Buyer hereunder, the entering into of this Agreement and the Ancillary Documents to which it is a party by Parenteach of the Sellers does not, nor and the consummation by Parent each of the Sellers of the transactions contemplated herebyhereby and thereby will not: (i) violate the provisions of any national, nor compliance by Parent with any regional or local Law of the terms or provisions hereof, will jurisdictions where the Sellers do business; (xii) violate any provision of the governing documents of Parent or the certificate of incorporation, by-laws or similar governing documents of any of Parent’s Subsidiaries, Sellers' respective Constituent Documents; (yiii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiaries, or any of their respective properties or assets, or (z) violate, conflict withbreach, result in a breach default or acceleration of any provision of obligation under, or cause the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of Parent’s Subsidiaries under, any of the termscontract, conditions or provisions of any note, bond, mortgage, indenture, deed of trustagreement, license, lease, agreement instrument, indenture, order, arbitration award, judgment, or other instrument or obligation decree to which Parent either Seller is a party or by which either Seller is bound, or to which either of the Sellers' properties (other than the Excluded Assets) are subject; (iv) violate or conflict with any resolution adopted by the Board of Directors or the stockholders of either Seller; (v) violate any legal requirement or Court Order to which either of the Sellers or any of Parent’s Subsidiaries the assets or properties owned or used by the Sellers is subject; or (vi) violate any Governmental Authorization which is held or used by either of the Sellers. The execution, delivery and performance of this Agreement and the Ancillary Documents and the transactions contemplated hereby and thereby do not require the consent, waiver, approval, authorization, exemption of or giving of notice to any Governmental Authority except as otherwise provided for in this Agreement. In addition, Xxxxxxxx Xxxx and Xxxxx Xxxx are the sole trustees and sole beneficiaries of the Trust and, in their capacities as trustees of the Trust, they have all requisite power and authority to enter into and deliver this Agreement and each Ancillary Document to which the Trust is a partyparty and to carry out the transactions on behalf of the Trust contemplated hereby and thereby and to perform the Trust's obligations contemplated hereby and thereby. Furthermore, the entering into of this Agreement and the Ancillary Documents to which the Trust is a party by the Trust does not, and the consummation by the Trust of the transactions contemplated hereby and thereby will not: (i) violate the provisions of the Declaration of Trust pursuant to which the Trust was formed; (ii) violate any national, regional or local Law to which the Trust is subject; (iii) breach, result in a default or acceleration of any obligation under, or cause the loss of any right under, any contract, agreement, license, lease, instrument, indenture, order, arbitration award, judgment, or decree to which the Trust is a party or by which they the Trust is bound, or to which the Trust's properties are subject; or (iv) violate any legal requirement or Court Order to which the Trust or any of their respective the assets or properties owned or assets may be bound or affectedused by the Trust is subject.

Authority; No Violation. Parent (a) Transom has full the corporate power and authority to execute and deliver this AgreementAgreement and (subject to stockholder consent) to consummate the transactions contemplated hereby. 5 9 The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of Parent Transom. Except for the adoption of this Agreement by the requisite vote of holders of the issued and outstanding shares of Transom Stock, no other corporate proceedings on the part of Parent Transom are necessary to approve this AgreementAgreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent Transom and (assuming due authorization, execution and delivery by the Stockholder) this Agreement constitutes a valid and binding obligation of ParentTransom, enforceable against Parent Transom in accordance with its terms terms, except that as such enforceability (i) may be is limited by bankruptcy, insolvency, moratorium reorganization or other similar laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be broughtequity. Neither the (b) The execution and delivery of this Agreement by ParentTransom, nor the consummation by Parent Transom of the transactions contemplated herebyhereby (subject to stockholder approval), nor and the compliance by Parent Transom with any of the terms or provisions hereof, will shall not (xi) violate any provision of the governing documents Certificate of Parent Incorporation or the certificate By-Laws of incorporation, by-laws or similar governing documents of any of Parent’s SubsidiariesTransom, (yii) violate any law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent Transom or any of Parent’s Subsidiaries, or any of their respective its properties or assets, or (ziii) violate, conflict with, result in a breach of any provision of or result in the loss of any benefit or the increase in the amount of any liability or obligation under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in the creation of any Lien liens, pledges, charges, encumbrances or security interests of any nature or kind (collectively, "Liens") upon any of the respective properties or assets of Parent or any of Parent’s Subsidiaries under, any of the terms, conditions or provisions of Transom under any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Parent or any of Parent’s Subsidiaries Transom is a party, or by which they it or any of their respective its properties or assets may be bound or affected. 3.4.

Authority; No Violation. Parent (a) Each Seller has full corporate the requisite power and authority (including in the case of any Seller that is a trust, the requisite power and authority under its trust documents), and, in the case of any Seller that is a natural Person, is competent, to execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, have been duly and validly approved authorized by the Board of Directors of Parent and no other corporate proceedings all necessary action on the part of Parent are the applicable Seller (including, in the case of any Seller that is a trust, all necessary approvals of this Agreement by any trustee and any beneficiary of such Seller), and no other action or proceeding on the part of the applicable Seller (or in the case of any Seller that is a trust, on the part of any trustee or beneficiary of such Seller) is necessary to approve authorize this AgreementAgreement or to consummate the transactions contemplated hereby. In the case of any Seller that is a trust, the Person executing this Agreement on behalf of the applicable Seller is the trustee of such Seller and is authorized to act on behalf of such Seller. This Agreement has been duly and validly executed and delivered by Parent and (assuming the applicable Seller. Assuming due authorization, execution and delivery by the Stockholder) Parent, Buyer, Company and each other Seller, this Agreement constitutes a valid and binding obligation of Parentthe applicable Seller, enforceable against Parent such Seller in accordance with its terms terms, except that as such enforceability (i) enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other similar laws Laws affecting or relating to the enforcement rights of creditors’ rights generally and creditors generally, or (ii) is subject to the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. If any Seller is a natural Person and is married, and such Seller’s Company Common Stock constitutes community property or spousal or other approval is otherwise required for this Agreement to be legal, valid and binding, the discretion of the court before which any proceedings seeking injunctive relief or specific execution, delivery and performance may be brought. Neither the execution and delivery of this Agreement by Parent, nor and the consummation by Parent the applicable Seller of the transactions contemplated herebyhereby have been duly authorized by, nor compliance and, assuming the due authorization, execution and delivery by Parent with any Parent, Buyer, Company and each of the terms or provisions hereofother Sellers, will (x) violate any provision constitute a legal, valid and binding obligation of the governing documents applicable Seller’s spouse, enforceable against such spouse in accordance with their terms, except as such enforcement may be limited by (i) the effect of Parent bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or the certificate of incorporation, by-laws other Laws affecting or similar governing documents of any of Parent’s Subsidiaries, (y) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable relating to the Parent or any rights of Parent’s Subsidiaries, or any of their respective properties or assetscreditors generally, or (zii) violatethe rules governing the availability of specific performance, conflict withinjunctive relief or other equitable remedies and general principles of equity, result regardless of whether considered in a breach of any provision of proceeding in equity or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of Parent’s Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or any of Parent’s Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedat law.

Authority; No Violation. Parent Sea has full corporate power and authority to execute and deliver this Agreement. The execution and delivery of this Agreement have been duly and validly approved by the Board of Directors of Parent Sea and no other corporate proceedings on the part of Parent Sea are necessary to approve this Agreement. This Agreement has been duly and validly executed and delivered by Parent Sea and (assuming due authorization, execution and delivery by the Stockholder) this Agreement constitutes a valid and binding obligation of ParentSea, enforceable against Parent Sea in accordance with its terms except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement by ParentSea, nor the consummation by Parent Sea of the transactions contemplated hereby, nor compliance by Parent Sea with any of the terms or provisions hereof, will (x) violate any provision of the governing documents of Parent Sea or the certificate of incorporation, by-laws or similar governing documents of any of Parentthe Sea’s Subsidiariessubsidiaries, (y) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent Sea or any of ParentSea’s Subsidiaries, or any of their respective properties or assets, or (z) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent Sea or any of ParentSea’s Subsidiaries subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent Sea or any of ParentSea’s Subsidiaries subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.

Authority; No Violation. Parent has full The Seller and Zygo have all requisite corporate power and authority to execute enter into and deliver this AgreementAgreement and each Ancillary Document to which it is a party and to carry out the transactions and perform its obligations contemplated hereby and thereby. The execution execution, delivery and delivery performance of this Agreement and each Ancillary Document to which the Seller and Zygo are a party by the Seller and Zygo and all transactions contemplated herein and therein have been duly and validly authorized and approved by all necessary corporate action of the Board of Directors of Parent Seller and no other corporate proceedings on Zygo. Each such agreement constitutes the part of Parent are necessary to approve this Agreement. This Agreement has been duly and validly executed and delivered by Parent and (assuming due authorizationlegal, execution and delivery by the Stockholder) this Agreement constitutes a valid and binding obligation of Parentthe Seller and Zygo, enforceable against Parent in accordance with its terms except that except: (a) as such enforceability (i) may be limited by bankruptcy, insolvency, moratorium reorganization or other similar laws affecting or relating creditors' rights generally; and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the enforcement of creditors’ rights generally equitable defenses and (ii) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance proceeding therefor may be brought. Neither Assuming the execution accuracy of the representations and delivery warranties of the Buyer hereunder, the entering into of this Agreement and the Ancillary Agreements to which it is a party by Parentthe Seller and Zygo does not, nor and the consummation by Parent the Seller of the transactions contemplated hereby, nor compliance by Parent with hereby and thereby will not: (i) violate the provisions of any of the terms Law or provisions hereof, will Court Order; (xii) violate any provision of the governing documents of Parent Seller's Constituent Documents or the certificate of incorporation, by-laws or similar governing documents of any of Parent’s Subsidiaries, Zygo's Constituent Documents; (yiii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiaries, or any of their respective properties or assets, or (z) violate, conflict withbreach, result in a breach default or acceleration of any provision of obligation under, or cause the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of Parent’s Subsidiaries under, any of the termsmaterial contract, conditions or provisions of any note, bond, mortgage, indenture, deed of trustagreement, license, lease, agreement instrument, indenture, order, arbitration award, judgment, or other instrument or obligation decree to which Parent the Seller or Zygo are parties or by which the Seller or Zygo are bound, or to which the Seller's properties (other than the Excluded Assets) are subject; (iv) violate or conflict with any resolution adopted by the Board of Directors or the stockholders of either Seller or Zygo; (v) violate any legal requirement or Court Order to which the Seller or Zygo or any of Parent’s Subsidiaries the assets or properties owned or used by the Seller is subject except, where such violation, individually or in the aggregate, would not have a partyMaterial Adverse Effect; or (vi) violate any Governmental Authorization which is held or used by the Seller except, where such violation, individually or by which they in the aggregate, would not have a Material Adverse Effect. The execution, delivery and performance of this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby do not require the consent, waiver, approval, authorization, exemption of or giving of notice to any of their respective properties Governmental Authority except as otherwise provided for in this Agreement or assets may be bound where failure to receive such consent, waiver, approval, authorization or affectedexemption or give such notice, individually or in the aggregate, would not have a Material Adverse Effect.

Authority; No Violation. Parent (a) The Company has full corporate limited liability company power and authority to execute and deliver this Agreementthe Transaction Documents to which it is a party and to consummate the Contemplated Transactions. The execution and delivery of this Agreement the Transaction Documents to which it is a party and the consummation of the Contemplated Transactions have been duly and validly authorized and approved by the Board board of Directors managers of Parent the Company and no each of its members. No other corporate limited liability company proceedings on the part of Parent the Company are necessary to approve this Agreementthe Contemplated Transactions. This Agreement has been duly and validly executed and delivered by Parent the Company and (assuming due authorization, execution and delivery by Buyer) constitutes the Stockholder) this Agreement constitutes a valid and binding obligation of Parentthe Company, enforceable against Parent the Company in accordance with its terms except that such enforceability (i) may be limited by bankruptcyterms, insolvency, moratorium or other similar laws affecting or relating subject to the enforcement of creditors’ rights generally and Enforceability Exception. (iib) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement any Transaction Document by Parent, the Company nor the consummation by Parent the Company of the transactions contemplated herebyContemplated Transactions, nor compliance by Parent the Company with any of the terms or provisions hereofof the Transaction Documents to which it is a party, will (xi) violate or conflict with any provision of the governing documents Organizational Documents of Parent the Company, or (ii) except as would not, individually or in the certificate of incorporationaggregate, by-laws or similar governing documents of any of Parent’s Subsidiaries, be reasonably expected to be material to the Company (yA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree Applicable Law or injunction Order applicable to the Parent or any of Parent’s Subsidiaries, an Acquired Company or any of their respective properties or assets, or (zB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation or imposition of any Lien upon any of the respective properties or assets of Parent or any of Parent’s Subsidiaries under, an Acquired Company under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other Contract, instrument or obligation to which Parent or any of Parent’s Subsidiaries an Acquired Company is a party, party or by which they any of them or any of their respective properties or assets may be bound or affected.is bound. 4.4

Authority; No Violation. Each Company and Parent has full all requisite corporate power and authority to execute and deliver enter into this Agreement, including, without limitation, Parent Stockholder Approval, to carry out the transactions contemplated hereby. The execution execution, delivery and delivery performance of this Agreement have been duly by each Company and validly approved by the Board of Directors of Parent and no other corporate proceedings on the part of Parent are necessary to approve this Agreement. This Agreement has been duly and validly executed authorized and delivered approved by all necessary corporate action, including Parent Stockholder Approval, and (assuming due authorization, execution and delivery by the Stockholder) this Parent has provided Buyer an Officer's Certificate evidencing such approvals. This Agreement constitutes a valid the legal and binding obligation of each of the Companies and Parent, enforceable against Parent each in accordance with its terms terms, except that such the enforceability (i) hereof may be limited by subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting now or hereafter in effect relating to the enforcement of creditors’ ' rights generally and (ii) is that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to general principles of equity equitable defenses and to the discretion of the court before which any proceedings seeking injunctive relief or specific performance proceeding may be brought. Neither The affirmative vote by, or written consent of, the execution holders of a majority of the issued and delivery outstanding common stock of Parent ("Parent Common Stock") on the record date for a meeting of Parent's stockholders or for written consents executed by Parent's stockholders, are the only votes or consents of the holders of any classes or series of Parent's capital stock or other securities necessary for the approval of this Agreement and the transactions contemplated hereby ("Parent Stockholder Approval"). The entering into of this Agreement by Parenteach of the Companies and Parent does not, nor and the consummation by each of the Company and Parent of the transactions contemplated hereby, nor compliance by Parent with any including, without limitation, the transfer of the terms or provisions hereofPurchased Assets to the Buyer by Enviro-Safe, and the sale and assignment of the Enviro-Safe (NE) stock from Parent to Buyer, will not violate the provisions of (xa) violate any applicable federal, state, local or foreign laws; (b) each entity's Charter or by-laws; or (c) any provision of the governing documents of Parent or the certificate of incorporation, by-laws or similar governing documents of any of Parent’s Subsidiaries, (y) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiaries, or any of their respective properties or assets, or (z) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required byof, or result in the creation a default or acceleration of any Lien upon obligation under, or result in any of change in the respective properties rights or assets obligations of Parent or any of Parent’s Subsidiaries either Company or under, any of the termsLien, conditions or provisions of any notecontract, bond, mortgage, indenture, deed of trustagreement, license, lease, agreement instrument, indenture, order, arbitration award, judgment, or other instrument or obligation decree to which Parent or any of Parent’s Subsidiaries either Company is a party, party or by which they or any of their respective properties them is bound, or assets may be bound to which any property of Parent or affectedeither Company is subject.

Authority; No Violation. Parent has full corporate power and authority to execute and deliver this Agreement. The execution and delivery of this Agreement have been duly and validly approved by all necessary action on the Board of Directors part of Parent and no other corporate proceedings on the part of Parent are necessary to approve this Agreement. This Agreement has been duly and validly executed and delivered by Parent Xxxxxx and (assuming due authorization, execution and delivery by the StockholderShareholders) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms except that such enforceability (i) may be limited by bankruptcyterms, insolvency, moratorium or other similar laws affecting or relating subject to the enforcement of creditorsCreditors’ rights generally and (ii) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be broughtRights. Neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated hereby, nor compliance by Parent with any of the terms or provisions hereof, will (xi) violate any provision of the governing documents of Parent or the certificate of incorporation, by-laws bylaws or similar governing documents of any of Parent’s Subsidiaries, (yii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiaries, or any of their respective properties or assets, or (ziii) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of Parent’s Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or any of Parent’s Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.

Authority; No Violation. Parent Each of TEI and the Buyer has full the requisite corporate power and authority to execute enter into this Agreement and deliver this Agreementto carry out the transactions contemplated hereby. The execution execution, delivery and delivery performance of this Agreement have been duly of each of TEI and validly approved by the Board of Directors of Parent and no other corporate proceedings on the part of Parent are necessary to approve this Agreement. This Agreement Buyer has been duly and validly executed authorized and delivered approved by Parent all necessary corporate action on the part of the Buyer and (assuming due authorization, execution TEI and delivery by the Stockholder) this Agreement constitutes a valid the legal and binding obligation of ParentTEI and the Buyer, enforceable against Parent each of TEI and the Buyer in accordance with its terms terms, except that such the enforceability (i) hereof may be limited by subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting now or hereafter in effect relating to the enforcement of creditors’ rights generally and (ii) is that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to general principles of equity equitable defenses and to the discretion of the court before which any proceedings seeking injunctive relief or specific performance proceeding may be brought. Neither Assuming the execution accuracy of the representations and delivery warranties of the Company and the Parent hereunder, the entering into of this Agreement by Parenteach of TEI and the Buyer does not, nor and the consummation by Parent the Buyer of the transactions contemplated herebyhereby will not, nor compliance by Parent with violate the provisions of (a) any of the terms applicable federal, state or provisions hereof, will local laws; (xb) violate any provision of the governing documents of Parent its Charter or the certificate of incorporation, by-laws or similar governing documents of any of Parentthe Buyer and TEI; (c) except under TEI’s Subsidiariescurrent credit facility with Xxxxxxx Bank, (y) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiaries, or any of their respective properties or assets, or (z) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required byof, or result in the creation a default or acceleration of any Lien upon obligation under, or result in any change in the rights or obligations of the respective properties Buyer under or assets of Parent or any of Parent’s Subsidiaries underTEI, any of the termsLien, conditions or provisions of any notecontract, bond, mortgage, indenture, deed of trustagreement, license, lease, agreement instrument, indenture, order, arbitration award, judgment, or other instrument or obligation decree to which Parent or any of Parent’s Subsidiaries the Buyer is a party, party or by which they it is bound, or to which any property of the Buyer or TEI is subject; or (d) give to any third party any interest or rights, including rights of termination of cancellation, in or with respect to any of their respective properties the material properties, assets, agreements, contracts or assets may be bound business of the Buyer or affectedTEI, which would have a Material Adverse Effect.

Authority; No Violation. Parent Seller has full corporate all requisite partnership power and authority to execute execute, deliver and deliver perform this AgreementAgreement and the other Purchase Documents to which it is a party and to carry out the transactions contemplated hereby and thereby. Neither Seller nor any Affiliate of Seller, directly or indirectly (i) owns, of record or beneficially, any outstanding voting securities or other equity or debt interests in any Person which is involved in or relates to the Business or (ii) controls any Person which is involved in or relates to the Business. The execution execution, delivery and delivery performance of this Agreement and the other Purchase Documents to which Seller is a party by Seller have been duly and validly authorized and approved by the Board all necessary partnership action and do not require any further authorization or consent of Directors Seller or any Affiliate of Parent and no other corporate proceedings on the part of Parent are necessary to approve this AgreementSeller. This Agreement has and each other Purchase Document to which Seller is a party have been duly and validly executed and delivered by Parent Seller and (assuming due authorizationconstitute the legal, execution and delivery by the Stockholder) this Agreement constitutes a valid and binding obligation of ParentSeller, enforceable against Parent it in accordance with its terms except that such enforceability (i) may be limited by bankruptcytheir respective terms. Except as set forth in Disclosure Schedule 3.2, insolvencythe execution, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally delivery and (ii) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither the execution and delivery of this Agreement by Parentand the other Purchase Documents will not (a) violate the provisions of any applicable Laws, nor the consummation by Parent (b) violate any orders, judgments or decrees of the transactions contemplated herebyany courts, nor compliance by Parent with tribunals or arbitrators to which Seller is a party or any of the terms BP Assets is subject or by which Seller is bound, (c) violate any provisions hereofof Seller's organizational documents, will (xd) violate any provision of, or result (with or without the giving of the governing documents of Parent notice or the certificate lapse of incorporationtime or both) in the breach or termination of, by-laws or similar governing documents constitute a default or acceleration, or create rights of termination, cancellation or acceleration of any of Parent’s Subsidiariesobligation under any Lien, agreement (yother than with respect to provisions relating to the assignment thereof to Buyer) violate any statuteinstrument, codelease, ordinanceindenture, rulelicense, regulationorder, arbitration award, judgment, orderor decree to which Seller is a party or by which Seller is bound, writ, decree or injunction applicable to the Parent or which any of Parent’s Subsidiaries, or any of their respective properties or assets, the BP Assets is subject or (ze) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien of any kind upon any of the respective properties or assets of Parent or any of Parent’s Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or any of Parent’s Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affectedBP Assets.

Authority; No Violation. (a) Parent has full corporate power and authority to execute and deliver this AgreementAgreement and the Option Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of Parent Parent, and no other corporate proceedings on the part of Parent are necessary to approve this AgreementAgreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and (assuming due authorization, execution and delivery by the StockholderCompany) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms terms, except that such enforceability (i) as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity whether applied in a court of law or a court of equity and the discretion by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. (b) Except as set forth in Section 5.3(b) of the court before which any proceedings seeking injunctive relief or specific performance may be brought. Neither Parent Disclosure Schedule, neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated hereby, nor compliance by Parent with any of the terms or provisions hereof, will (xi) violate any provision of the governing documents Certificate of Parent Incorporation or By-Laws of Parent, or the certificate articles of incorporation, incorporation or by-laws or similar governing documents of any of Parent’s Subsidiariesits Subsidiaries or (ii) assuming that the consents and approvals referred to in Section 5.4 are duly obtained, (yx) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiaries, its Subsidiaries or any of their respective properties or assets, or (zy) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of Parent or any of Parent’s its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or any of Parent’s its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.. 5.4

Authority; No Violation. Parent (a) Medley has full corporate power and authority to execute and deliver this Agreementthe Transaction Documents to which it is a party and to consummate the Contemplated Transactions. The execution and delivery of this Agreement the Transaction Documents to which it is a party and the consummation of the Contemplated Transactions have been duly and validly authorized and approved by the Board board of Directors directors of Parent and no Medley. No other corporate proceedings on the part of Parent Medley are necessary to approve this Agreementthe Contemplated Transactions. This Agreement has been duly and validly executed and delivered by Parent Medley and (assuming due authorization, execution and delivery by Buyer) constitutes the Stockholder) this Agreement constitutes a valid and binding obligation of ParentMedley, enforceable against Parent Medley in accordance with its terms terms, except that such enforceability (i) as may be limited by bankruptcy, insolvency, moratorium fraudulent transfer, moratorium, reorganization or other similar laws affecting or of general applicability relating to or affecting the enforcement rights of creditors’ rights creditors generally and (ii) is subject to general principles of equity and (the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be brought“Enforceability Exception ”). (b) Neither the execution and delivery of this Agreement any Transaction Document by Parent, Medley nor the consummation by Parent Medley of the transactions contemplated herebyContemplated Transactions, nor compliance by Parent Medley with any of the terms or provisions hereofof the Transaction Documents to which it is a party, will (xi) violate or conflict with any provision of the governing documents Organizational Documents of Parent Medley, or (ii) except as would not, individually or in the certificate of incorporationaggregate, by-laws or similar governing documents of any of Parent’s Subsidiaries, be reasonably expected to be material to Medley (yA) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree Applicable Law or injunction Order applicable to the Parent Medley or any of Parent’s its Subsidiaries, or any of their respective properties or assets, or (zB) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation or imposition of any Lien upon any of the respective properties or assets of Parent Medley or any of Parent’s its Subsidiaries under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, franchise, agreement or other Contract, instrument or obligation to which Parent Medley or any of Parent’s their respective Subsidiaries is a party, party or by which they any of them or any of their respective properties or assets may be bound or affected.is bound. 3.3

Authority; No Violation. Parent (a) Buyer has full all requisite corporate power and authority to execute and deliver this AgreementAgreement and the Ancillary Agreements and to consummate the Transactions. The execution and delivery of this Agreement have and the Ancillary Agreements and the consummation of the Transactions has been duly and validly approved by the Board of Directors of Parent and no other all necessary corporate proceedings action on the part of Parent are Buyer. No other corporate proceeding on the part of Buyer is necessary to approve this AgreementAgreement or the Ancillary Agreements or to consummate the Transactions. This Agreement has been been, and the Ancillary Agreements will be, duly and validly executed and delivered by Parent and (Buyer and, assuming due authorization, execution and delivery by the Stockholder) Seller and its applicable Affiliates, this Agreement constitutes constitutes, and the Ancillary Agreements will constitute, a valid and binding obligation of ParentBuyer, enforceable against Parent Buyer in accordance with its terms terms, except that as such enforceability (i) enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other similar laws affecting or relating to the enforcement rights of creditors’ rights creditors generally and or (ii) is subject to the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be broughtat law. (b) Neither the execution and delivery of this Agreement or the Ancillary Agreements by ParentBuyer, nor the consummation by Parent Buyer of the transactions contemplated hereby, Transactions nor compliance by Parent Buyer with any of the terms or provisions hereof, hereof and the Ancillary Agreements does or will (xi) violate any provision of the governing documents of Parent or the certificate of incorporation, by-laws incorporation or similar governing documents bylaws of any of Parent’s Subsidiaries, Buyer or its applicable Affiliates or (yii) (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiaries, or any of their respective properties or assets, Applicable Law or (zy) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required byby or rights or obligations under, or result in the creation of any Lien upon any of the 18 respective properties or assets of Parent or any of Parent’s Subsidiaries Buyer under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement Contract or other similar instrument or obligation to which Parent or any of Parent’s Subsidiaries Buyer is a party, or by which they it or any of their respective properties its properties, assets or assets business activities may be bound or affected., except (in the case of clause (y) above) for such violations, conflicts, breaches, defaults or loss of benefits which, either individually or in the aggregate, would not reasonably be expected to have a Buyer Material Adverse Effect. Section 4.3

Authority; No Violation. Parent (a) Alliance has full corporate power and authority to execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by all necessary corporate action on the Board part of Directors of Parent Alliance, and no other corporate proceedings on the part of Parent Alliance are necessary to approve this AgreementAgreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent Alliance and (assuming due authorization, execution and delivery by the Stockholder) of this Agreement by HSBC) constitutes a valid and binding obligation agreement of Parent, Alliance enforceable against Parent Alliance in accordance with its terms terms, except that such enforceability (i) as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity whether applied in a court of law or a court of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be broughtby bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. (b) Neither the execution and delivery of this Agreement by ParentAlliance, nor the consummation by Parent Alliance of the transactions contemplated hereby, nor compliance by Parent Alliance with any of the terms or provisions hereof, will (xi) violate conflict with or result in a breach of any provision of the governing documents Articles of Parent Association or the certificate of incorporation, by-laws of Alliance or similar governing documents of any of Parent’s Subsidiaries(ii) assuming the consents, permits, authorization, approvals, filings and registrations set forth in Section 4.3 are obtained or made, (yA) violate any standard of common law applicable to Alliance or any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent Alliance or any of Parent’s Subsidiaries, or any of their respective its properties or assets, assets or (zB) violate, conflict with, result in a breach of any provision of or the loss of any benefit underprovisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation underof, accelerate the performance required by, or result in a right of termination or acceleration under or the creation of any Lien Encumbrance upon any of the respective properties or assets of Parent or any of Parent’s Subsidiaries Alliance under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or any of Parent’s Subsidiaries Alliance is a party, or by which they or any of their respective its properties or assets may be bound or affected., except, in the case of clause (B), for such violations, conflicts, breaches or defaults which, either individually or in the aggregate, would not have a material adverse effect on Alliance’s ability to consummate the transactions contemplated hereby. 4.3

Authority; No Violation. Parent has full corporate power and authority to execute and deliver this Agreement. The execution and delivery of this Agreement have been duly and validly approved by all necessary action on the Board of Directors part of Parent and no other corporate proceedings on the part of Parent are necessary to approve this Agreement. This Agreement has been duly and validly executed and delivered by Parent Pxxxxx and (assuming due authorization, execution and delivery by the StockholderShareholders) this Agreement constitutes a valid and binding obligation of Parent, enforceable against Parent in accordance with its terms except that such enforceability (i) may be limited by bankruptcyterms, insolvency, moratorium or other similar laws affecting or relating subject to the enforcement of creditorsCreditors’ rights generally and (ii) is subject to general principles of equity and the discretion of the court before which any proceedings seeking injunctive relief or specific performance may be broughtRights. Neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated hereby, nor compliance by Parent with any of the terms or provisions hereof, will (xi) violate any provision of the governing documents of Parent or the certificate of incorporation, by-laws bylaws or similar governing documents of any of Parent’s Subsidiaries, (yii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent or any of Parent’s Subsidiaries, or any of their respective properties or assets, or (ziii) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of Parent’s Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or any of Parent’s Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.