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 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 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 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 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 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 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 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 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. (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 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 (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 has full all requisite corporate power and authority to execute enter into this Agreement and deliver this Agreementto carry out the transactions contemplated hereby. The execution Assuming the accuracy of the representations and warranties of the Buyer herein, the execution, delivery and 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 authorized and delivered approved by Parent and (assuming due authorization, execution and delivery by the Stockholder) this all necessary corporate action. This Agreement constitutes a valid the legal and binding obligation of Parent, enforceable against Parent 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 Buyer, the entering into of this Agreement by ParentParent does not, nor and the consummation by each of Parent of the transactions contemplated hereby, nor compliance by Parent with any including specifically the transfer of the terms or provisions hereofCompany Stock to the Buyer, will not violate the provisions of (xa) violate any provision applicable federal, state or local laws, subject to the Buyer receiving any and all required consents and approvals under all Environmental Laws, the effect of which would have a Material Adverse Effect, (b) the governing documents of Parent Company’s Charter 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 assetslaws, or (zc) violateexcept as set forth on Schedule 4.2 attached hereto, 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 Company or assets of Parent or any of Parent’s Subsidiaries 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 the Company is a party, party or by which they it is bound, or to which any property of their respective properties the Company is subject, the effect of which would have a Material Adverse Effect. Notwithstanding any provision of this Agreement to the contrary, Parent makes no representation or assets may warranty that Buyer will or will not be bound required to obtain approvals, consents or affectednew franchises under the Port Everglades Franchise Agreement, issued September 9, 2008, relating to vessel only oily waste removal services and/or the Port Everglades Franchise Agreement, issued May 29, 2011, relating to vessel sanitary waste removal (collectively, the “Port Everglades Franchises”).

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 (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 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. 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 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) TSFG 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 TSFG, and no other corporate proceedings on the part of Parent TSFG 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 TSFG and (assuming due authorization, execution and delivery by the StockholderMBFC) this Agreement constitutes a valid and binding obligation of ParentTSFG, enforceable against Parent TSFG 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 ParentTSFG, nor the consummation by Parent TSFG of the transactions contemplated hereby, nor compliance by Parent TSFG with any of the terms or provisions hereof, will (xi) violate any provision of the governing documents Articles of Parent Incorporation or Bylaws of TSFG, or the certificate articles of incorporation, by-laws incorporation or bylaws 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 TSFG 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 TSFG 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 TSFG 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.

Authority; No Violation. Parent (a) TSFG 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 TSFG, and no other corporate proceedings on the part of Parent TSFG 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 TSFG and (assuming due authorization, execution and delivery by the StockholderPFC) this Agreement constitutes a valid and binding obligation of ParentTSFG, enforceable against Parent TSFG 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 ParentTSFG, nor the consummation by Parent TSFG of the transactions contemplated hereby, nor compliance by Parent TSFG with any of the terms or provisions hereof, will (xi) violate any provision of the governing documents Articles of Parent Incorporation or Bylaws of TSFG, or the certificate articles of incorporation, by-laws incorporation or bylaws 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 TSFG 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 TSFG 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 TSFG 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.

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. (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) 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. (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 (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 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.

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. Parent (a) Pinnacle 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 Pinnacle. The Board of Directors of Pinnacle has directed that this Agreement and the transactions contemplated hereby be submitted to Pinnacle's stockholders for approval at a meeting of such stockholders and, except for the adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Pinnacle Common Stock, no other corporate proceedings on the part of Parent Pinnacle 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 Pinnacle and (assuming due authorization, execution and delivery by the StockholderIFC) this Agreement constitutes a valid and binding obligation of ParentPinnacle, enforceable against Parent Pinnacle 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 execution and delivery of this Agreement by Parent, Pinnacle nor the consummation by Parent Pinnacle of the transactions contemplated hereby, nor compliance by Parent Pinnacle with any of the terms or provisions hereof, will (xi) violate any provision of the governing documents Articles of Parent Incorporation or Bylaws of Pinnacle or (ii) assuming that the certificate of incorporation, by-laws or similar governing documents of any of Parent’s Subsidiariesconsents and approvals referred to in Section 3.4 are duly obtained, (yx) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Parent Pinnacle 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 upon any of the respective properties or assets of Parent Pinnacle 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 Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected.7