Common use of Authority; Noncontravention; Consents Clause in Contracts

Authority; Noncontravention; Consents. (a) Such Seller has the full and absolute legal right, capacity, power and authority to enter into this Agreement and each Related Document to which such Seller is or will be a party, this Agreement and each Related Document to which such Seller is or will be a party has been, or upon the execution thereof will be, duly and validly executed and delivered by such Seller, and except as set forth on SCHEDULE 4.2(A) this Agreement and each Related Document is, or upon --------------- the execution thereof will be, the valid and binding obligation of such Seller, enforceable against such Seller in accordance with their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) Neither the execution, delivery or performance by such Seller of this Agreement or the Related Documents to which such Seller is or will be a party nor the consummation of the transactions contemplated hereby or thereby nor compliance by such Seller with any of the provisions hereof or thereof will (i) conflict with, or result in any violation of, or cause a default (with or without notice or lapse of time, or both) under, or give rise to any right of termination, amendment, cancellation or acceleration of any obligations contained in or the loss of any material benefit under, any term, condition or provision of any Contract to which such Seller is a party, or by which such Seller or its assets may be bound or (ii) violate any Law applicable to such Seller, which conflict or violation could prevent the consummation of the transactions contemplated by this Agreement or any of the Related Documents to which such Seller is or will be a party or result in an Encumbrance on or against any assets, rights or properties of such Seller, or on or against any capital stock of any Company, or give rise to any claim against either Company or the Purchaser. (c) Except as contemplated by this Agreement, no Permit, authorization, consent or approval of or by, or any notification of or filing with, any Person (governmental or private) is required in connection with the execution, delivery and performance by such Seller of this Agreement or the Related Documents to which such Seller is or will be a party or the consummation by such Seller of the transactions contemplated hereby or thereby.

Authority; Noncontravention; Consents. (a) Such Seller Each of Holding and the Company has all the full and absolute legal right, capacity, requisite corporate power and authority to enter into this Agreement and each Related Document to which such Seller it is or will be a partyparty to perform their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby; the execution, delivery and performance of this Agreement and each Related Document to which such Seller is or will be they are a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Holding and the Company; and this Agreement and each Related Document to which they are a party has been, or upon the execution thereof will be, been duly and validly executed and delivered by such Seller, Holding and except as set forth on SCHEDULE 4.2(A) the Company and this Agreement and each Related Document is, or upon --------------- the execution thereof will be, to which they are a party is the valid and binding obligation of such SellerHolding and the Company, enforceable against such Seller Holding or the Company in accordance with their respective its terms, subject to except as enforceability thereof may be limited by any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws insolvency or other Laws affecting creditors' creditors rights and remedies generally, and subject, as to enforceability, to generally or by general principles of equity, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) Neither the execution, delivery or and performance by such Seller of this Agreement or and the Related Documents to which such Seller Holding or the Company is or will be a party party, nor the consummation by Holding or the Company of the transactions contemplated hereby or thereby thereby, nor compliance by such Seller Holding or the Company with any of the provisions provision hereof or thereof will (i) conflict with, or result in any violation of, or cause a default (with or without notice or lapse of time, or both) under, or give rise to any a right of termination, amendment, cancellation or acceleration of any obligations obligation contained in in, or the loss of any material benefit under, or result in the creation of any Encumbrance upon, any asset of Holding or the Company under any term, condition or provision of (x) Holding's Charter or Holding's By-laws, (y) the certificate of incorporation or by-laws of the Company, or (z) except as set forth on Schedule 4.4 of the Disclosure Letter, any material Contract to which such Seller Holding or the Company is a party, party or by which such Seller any of their respective properties or its assets may be bound are bound, or (ii) violate any Law material Laws applicable to such SellerHolding, which conflict or violation could prevent the consummation of the transactions contemplated by this Agreement Company or any of the Related Documents to which such Seller is or will be a party or result in an Encumbrance on or against any assets, rights or properties of such Seller, or on or against any capital stock of any Company, or give rise to any claim against either Company or the Purchasertheir respective properties. (c) Except as contemplated set forth on Schedule 4.4 of the Disclosure Letter and as required by this Agreementthe HSR Act, no Permitmaterial consent, authorizationapproval, consent Order or approval of or byauthorization of, or any notification of registration, declaration or filing with, or notification to any Person (governmental Governmental Entity or private) any other third party is required in connection with the execution, delivery and performance by such Seller Holding and the Company of this Agreement or the Related Documents to which such Seller either is or will be a party or the consummation by such Seller of the transactions contemplated hereby or thereby.

Authority; Noncontravention; Consents. (a) Such Seller has the full The execution, delivery and absolute legal right, capacity, power and authority to enter into performance of this Agreement and each the Related Document to which Documents and the consummation of the transactions contemplated hereby and thereby has been duly and validly authorized by all necessary action on the part of such Seller is or will be a party, Investor; and this Agreement and each Related Document to which such Seller is or will be a party has been, or upon and the execution thereof Related Documents, when executed and delivered by such Investor will be, duly and validly executed and delivered by such SellerInvestor and this Agreement is, and except as set forth on SCHEDULE 4.2(A) this Agreement the Related Documents, when executed and each Related Document is, or upon --------------- the execution thereof delivered by such Investor will be, the valid and binding obligation obligations of such SellerInvestor, enforceable against such Seller Investor in accordance with their respective terms, subject to except as enforceability thereof may be limited by any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws insolvency or other Laws affecting creditors' creditors rights and remedies generally, and subject, as to enforceability, to generally or by general principles of equity, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) Neither the execution, delivery or and performance by such Seller of this Agreement or and the Related Documents to which such Seller is or will be a party Documents, nor the consummation by such Investor of the transactions contemplated hereby or thereby nor compliance by such Seller with any of the provisions hereof or thereof will (i) conflict with, or result in any violation of, or cause a default (with or without notice or lapse of time, or both) under, or give rise to any a right of termination, amendment, cancellation or acceleration of any obligations obligation contained in or the loss of any material benefit under, or result in the creation of any Encumbrance upon any of the properties or assets of such Investor under any term, condition or provision of (x) such Investor's constituting or governing documents or (y) any Contract to which such Seller Investor is a party, party or by which such Seller its properties or its assets may be are bound or (ii) violate any Law Laws applicable to such Seller, which conflict or violation could prevent the consummation of the transactions contemplated by this Agreement or any of the Related Documents to which such Seller is or will be a party or result in an Encumbrance on or against any assets, rights or properties of such Seller, or on or against any capital stock of any Company, or give rise to any claim against either Company or the PurchaserInvestor. (c) Except as contemplated by this AgreementNo consent, no Permitapproval, authorizationOrder or authorization of, consent or approval of or byregistration, or any notification of declaration or filing with, or notification to any Person (governmental Governmental Entity or private) any other third party is required in connection with the execution, delivery and performance by such Seller Investor of this Agreement or the Related Documents to which such Seller is or will be a party or the consummation by such Seller of the transactions contemplated hereby or thereby.

Authority; Noncontravention; Consents. (a) Such Seller The Company has all the full and absolute legal right, capacity, requisite corporate power and authority to enter into this Agreement and each Related Document to which such Seller it is or will be a partyparty and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and each Related Document to which such Seller the Company is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company including, without limitation, approval, if required, by the stockholders of the Company. This Agreement and each Related Document to which the Company is a party has been or will be a party has been, at or upon prior to the execution thereof will be, Closing duly and validly executed and delivered by such Seller, the Company and except as set forth on SCHEDULE 4.2(A) this Agreement and each Related Document is, is or upon --------------- the execution thereof will be, be the valid and binding obligation of such Sellerthe Company, enforceable against such Seller the Company in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) Neither the execution, delivery or and performance by such Seller of this Agreement or the and each Related Documents Document to which such Seller the Company is or will be a party nor the consummation by the Company of the transactions contemplated hereby or thereby nor compliance by such Seller the Company with any of the provisions provision hereof or thereof will shall (i) conflict with, or result in any violation violations of, or cause a default (with or without notice or lapse of time, or both) under, or give rise to any a right of termination, amendment, cancellation or acceleration of any obligations obligation contained in or the loss of any material benefit under, or result in the creation of any Encumbrance upon any of the Purchased Assets under any term, condition or provision of (x) the Company's Fundamental Documents or (y) except as set forth on Schedule 5.2(b), any Contract to which such Seller the Company is a party, party or by which such Seller its properties or its assets may be bound are bound, or (ii) violate any Law Laws applicable to such Seller, which conflict or violation could prevent the consummation of the transactions contemplated by this Agreement Company or any of the Related Documents to which such Seller is or will be a party or result in an Encumbrance on or against any assets, rights or properties of such Seller, or on or against any capital stock of any Company, or give rise to any claim against either Company or the Purchaserits properties. (c) Except as contemplated by this Agreementset forth on Schedule 5.2(c), no Permitconsent, authorizationapproval, consent Order or approval of or byauthorization of, or any notification of registration, declaration or filing with, or notification to any Governmental Entity or any other third Person (governmental or private) is required in connection with the execution, delivery and performance by such Seller the Company of this Agreement or the Related Documents to which such Seller it is or will be a party or the consummation by such Seller of the transactions contemplated hereby or thereby.

Authority; Noncontravention; Consents. (a) Such Seller has the full and absolute legal corporate right, capacity, power and authority to enter into this Agreement and each Related Document to which such Seller is or will be a party, ; this Agreement and each Related Document to which such Seller is or will be a party has been, or upon the execution and delivery thereof will be, duly and validly executed and delivered by such Seller, ; and except as set forth on SCHEDULE 4.2(A) this Agreement and each Related Document is, or upon --------------- the execution and delivery thereof will be, the valid and binding obligation of such Seller, enforceable against such Seller in accordance with their respective its terms, subject to applicable except as enforceability may be limited by equitable principles of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar conveyance or insolvency laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) Neither the execution, delivery or performance by such Seller of this Agreement or the Related Documents to which such Seller is or will be a party nor the consummation of the transactions contemplated hereby or thereby nor compliance by such Seller with any of the provisions hereof or thereof will (i) conflict with, or result in any violation of, or cause a default (with or without notice or lapse of time, or both) under, or give rise to any right of termination, amendment, cancellation or acceleration of any obligations contained in or the loss of any material benefit under, any term, condition or provision of any Contract to which such Seller is a party, or by which such Seller or its assets may be bound bound, except for any conflict, violation, default, termination, amendment, cancellation or acceleration that is not material, or (ii) violate any Law applicable to such Seller, which conflict or violation could prevent the consummation of the transactions contemplated by this Agreement or any of the Related Documents to which such Seller is or will be a party or result in an Encumbrance on or against any assets, rights or properties of such Seller, or on or against any capital stock of any the Company, or give rise to any claim against either the Company or the Purchaser. (c) Except as set forth on Schedule 5.3 or otherwise contemplated by this Agreement, no Permit, authorization, consent or approval of or by, or any notification of or filing with, any Person (governmental or private) is required in connection with the execution, delivery and performance by such Seller of this Agreement or the Related Documents to which such Seller is or will be a party or the consummation by such Seller of the transactions contemplated hereby or thereby.

Authority; Noncontravention; Consents. (a) Such Each Seller has all the full and absolute legal right, capacity, requisite corporate power and authority to enter into this Agreement and each Related Document to which such Seller it is or will be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and each Related Document to which such Seller is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of such Seller. This Agreement and each Related Document to which each Seller is a party has been or will be a party has been, at or upon prior to the execution thereof will be, Closing duly and validly executed and delivered by such Seller, Seller and except as set forth on SCHEDULE 4.2(A) this Agreement and each Related Document is, is or upon --------------- the execution thereof will be, be the valid and binding obligation of such Seller, enforceable against such each Seller in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) Neither the execution, delivery or and performance by such Seller of this Agreement or the and each Related Documents Document to which such each Seller is or will be a party nor the consummation by such Seller of the transactions contemplated hereby or thereby nor compliance by such Seller with any of the provisions provision hereof or thereof will shall (i) conflict with, or result in any violation violations of, or cause a default (with or without notice or lapse of time, or both) under, or give rise to any a right of termination, amendment, cancellation or acceleration of any obligations obligation contained in or the loss of any material benefit under, or result in the creation of any Encumbrance upon any of the properties or assets of such Seller under any term, condition or provision of (x) such Seller's Charter or the By-laws or (y) except as set forth on SCHEDULE 5.4(b), any Contract to which such Seller is a party, party or by which such Seller its properties or its assets may be bound are bound, or (ii) violate any Law Laws applicable to such Seller, which conflict or violation could prevent the consummation of the transactions contemplated by this Agreement Seller or any of the Related Documents to which such Seller is or will be a party or result in an Encumbrance on or against any assets, rights or properties of such Seller, or on or against any capital stock of any Company, or give rise to any claim against either Company or the Purchaserits properties. (c) Except as contemplated by this Agreement, no Permit, authorization, consent or approval of or by, or any notification of or filing with, any Person (governmental or private) is required in connection with the execution, delivery and performance by such Seller of this Agreement or the Related Documents to which such Seller is or will be a party or the consummation by such Seller of the transactions contemplated hereby or thereby.

Authority; Noncontravention; Consents. (a) Such Seller Shareholder has the full and absolute legal right, capacity, power and authority to enter into this Agreement and each any Related Document to which such Seller he or she is or will be a party, party and this Agreement and each such Related Document to which such Seller is or will be a party has been, or upon the execution thereof will be, duly and validly executed and delivered by such Seller, and except as set forth on SCHEDULE 4.2(A) this Agreement and each Related Document is, or upon --------------- the execution thereof will be, the valid and binding obligation of such SellerShareholder, enforceable against such Seller Shareholder in accordance with their respective its terms, subject to except as enforceability thereof may be limited by any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws insolvency or other Laws affecting creditors' creditors rights and remedies generally, and subject, as to enforceability, to generally or by general principles of equity, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) Neither Except as set forth in Section 3.2 of the Disclosure Letter, neither the execution, delivery or and performance by such Seller of this Agreement by such Shareholder or the any Related Documents Document to which such Seller he or she is or will be a party nor the consummation of the transactions contemplated hereby or thereby nor compliance by such Seller Shareholder with any of the provisions hereof or thereof will (i) conflict with, or result in any violation violations of, or cause a default (with or without notice or lapse of time, or both) under, or give rise to any a right of termination, amendment, cancellation or acceleration of any obligations contained in or the loss of any material benefit under, any term, condition or provision of any Contract to which such Seller Shareholder is a party, or by which such Seller Shareholder or its assets any of his or her properties may be bound or (ii) violate any Law applicable to such SellerShareholder or any of his or her properties, which conflict or violation could would prevent the consummation of the transactions contemplated by this Agreement or any of the Related Documents to which such Seller is or will be a party or result in an Encumbrance on or against any assets, rights or properties of such Seller, or on or against any capital stock of any Company, the Purchased Assets or give rise to any claim against either Company the Seller, the Buyer, or any Affiliate of the PurchaserBuyer or have a Material Adverse Effect. (c) Except as contemplated by this Agreement, no Permit, authorization, consent or approval of or by, or any notification of or filing with, any Person (governmental or private) Governmental Entity is required in connection with the execution, delivery and performance by such Seller Shareholder of this Agreement or the any Related Documents Document to which such Seller he or she is or will be a party or the consummation by such Seller Shareholder of the transactions contemplated hereby or and thereby.

Authority; Noncontravention; Consents. (a) Such Seller The Company has all the full and absolute legal right, capacity, requisite power and authority to enter into this Agreement, each Related Document to which it is a party and any and all instruments necessary or appropriate in order to effectuate fully the terms and conditions of this Agreement, each Related Document to which it is a party and all transactions contemplated hereby and thereby and to perform their respective obligations hereunder and thereunder; the execution, delivery and performance of this Agreement and each Related Document to which such Seller it is or will be a party, party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company; and this Agreement and each Related Document to which such Seller it is or will be a party has been, or upon the execution thereof will be, been duly and validly executed and delivered by such Seller, the Company and except as set forth on SCHEDULE 4.2(A) this Agreement and each Related Document is, or upon --------------- the execution thereof will be, is the valid and binding obligation of such Sellerthe Company, enforceable against such Seller the Company in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) Neither the execution, delivery or and performance by such Seller of this Agreement or and the Related Documents to which such Seller the Company is or will be a party nor the consummation by the Company of the transactions contemplated hereby or thereby nor compliance by such Seller the Company with any of the provisions provision hereof or thereof will (i) conflict with, or result in any violation violations of, or cause a default (with or without notice or lapse of time, or both) under, or give rise to any a right of termination, amendment, cancellation or acceleration of any obligations obligation contained in or the loss of any material benefit under, or result in the creation of any Encumbrance upon any asset of the Company under any term, condition or provision of (x) the Company's Fundamental Documents, or (y) except as set forth on SCHEDULE 6.4 of the Disclosure Letter, any Contract to which such Seller the Company is a party, party or by which such Seller any of its properties or its assets may be bound are bound, or (ii) violate any Law Laws applicable to such Seller, which conflict or violation could prevent the consummation of the transactions contemplated by this Agreement Company or any of the Related Documents to which such Seller is or will be a party or result in an Encumbrance on or against any assets, rights or properties of such Seller, or on or against any capital stock of any Company, or give rise to any claim against either Company or the Purchaserits properties. (c) Except as contemplated by this Agreementset forth on SCHEDULE 6.4 of the Disclosure Letter, no Permitconsent, authorizationapproval, consent Order or approval of or byauthorization of, or any notification of registration, declaration or filing with, or notification to any Person (governmental Governmental Entity or private) any other third party is required in connection with the execution, delivery and performance by such Seller the Company of this Agreement or the Related Documents to which such Seller it is or will be a party or the consummation by such Seller of the transactions contemplated hereby or thereby.

Authority; Noncontravention; Consents. (a) Such Seller has the full The execution, delivery and absolute legal right, capacity, power and authority to enter into performance of this Agreement and each the Related Document to which such Seller is or will be a party, Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action on the part of the Company; and this Agreement and each Related Document to which such Seller is or will be a party has been, or upon and the execution thereof Related Documents, when executed and delivered by the Company will be, duly and validly executed and delivered by such Sellerit and this Agreement is, and except as set forth on SCHEDULE 4.2(A) this Agreement the Related Documents, when executed and each Related Document is, or upon --------------- the execution thereof delivered by it will be, the valid and binding obligation obligations of such Sellerthe Company, enforceable against such Seller it in accordance with their respective terms, subject to except as enforceability thereof may be limited by any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws insolvency or other Laws affecting creditors' creditors rights and remedies generally, and subject, as to enforceability, to generally or by general principles of equity, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) Neither the execution, delivery or and performance by such Seller of this Agreement or and the Related Documents to which such Seller is or will be a party Documents, nor the consummation by the Company or any Subsidiary of the transactions contemplated hereby or thereby nor compliance by such Seller with any of the provisions hereof or thereof will (i) conflict with, or result in any violation of, or cause a default (with or without notice or lapse of time, or both) under, or give rise to any a right of termination, amendment, cancellation or acceleration of any obligations obligation contained in or the loss of any material benefit under, or result in the creation of any Encumbrance upon any of the properties or assets of the Company or any Subsidiary under any term, condition or provision of (x) the Company's certificate or articles of incorporation or bylaws or any Subsidiary's constating or governing documents or (y) any Contract to which such Seller the Company or any Subsidiary is a party, party or by which such Seller its properties or its assets may be bound or are bound, (ii) result in any investigatory, remedial or reporting obligation under any Environmental Law or (iii) violate any Law Laws applicable to such Seller, which conflict the Company or violation could prevent the consummation of the transactions contemplated by this Agreement any Subsidiary or any of the Related Documents to which such Seller is or will be a party or result in an Encumbrance on or against any assets, rights or properties of such Seller, or on or against any capital stock of any Company, or give rise to any claim against either Company or the Purchasertheir respective properties. (c) Each Shareholder is the lawful owner of record, of each of the shares of Common Stock being sold. transferred, conveyed and assigned by him or her hereunder pursuant to the Purchase and the Redemption. (d) Except as is expressly contemplated by this Agreement, and except for post-Closing filings required in connection with the Subscription or the New Issuance under any applicable securities Law no Permitconsent, authorizationapproval, consent Order or approval of or byauthorization of, or any notification of registration, declaration or filing with, or notification to any Person (governmental Governmental Entity or private) any other third party is required in connection with the execution, delivery and performance by such Seller the Company or any Subsidiary of this Agreement or the Related Documents to which such Seller is or will be a party or the consummation by such Seller the Company or any Subsidiary of the transactions contemplated hereby or thereby. (e) The UK Subsidiary has not done anything which, and is not a member or party to any agreement or arrangement which, contravenes or requires registration or notification under any of the provisions of the United Kingdom Fair Trading Act 0000, xxe United Kingdom Restrictive Trade Practices Acts, the United Kingdom Resale Prices Act 0000, xxe Treaty of Rome; or the United Kingdom Competition Act 1980 or any other anti-trust, anti-monopoly or anti-cartel legislation or regulation in any country of the world in which or with which it does business.

Authority; Noncontravention; Consents. (a) Such Seller The Company has all the full and absolute legal right, capacity, requisite power and authority to enter into this Agreement, each Related Document to which it is a party and any and all instruments necessary or appropriate in order to effectuate fully the terms and conditions of this Agreement, each Related Document to which it is a party and all related transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and each Related Document to which such Seller the Company is or will be a party, party and the consummation of the Merger and the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company. This Agreement and each Related Document to which the Company is a party has been duly and validly executed and delivered by the Company and this Agreement and each Related Document to which such Seller it is or will be a party has been, or upon the execution thereof will be, duly and validly executed and delivered by such Seller, and except as set forth on SCHEDULE 4.2(A) this Agreement and each Related Document is, or upon --------------- the execution thereof will be, is the valid and binding obligation of such Sellerthe Company, enforceable against such Seller the Company in accordance with their respective its terms, subject to applicable except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors' ’ rights generally and remedies generally, and subject, as to enforceability, to general principles of equity, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity)equitable principles. (b) Neither the execution, delivery or and performance by such Seller of this Agreement or and the Related Documents to which such Seller the Company is or will be a party nor the consummation by the Company of the transactions contemplated hereby or thereby nor compliance by such Seller the Company with any of the provisions provision hereof or thereof will will: (i) except as set forth on Schedule 6.2(b), conflict with, or result in any violation violations of, or cause a default (with or without notice or lapse of time, or both) under, or give rise to any a right of termination, amendment, cancellation or acceleration of any obligations obligation contained in or the loss of any material benefit under, or result in the creation of any Encumbrance upon any asset of the Company, under any term, condition or provision of (a) the Fundamental Documents of the Company or (b) except as set forth on Schedule 6.2(b), any Contract to which such Seller the Company is a party, party or by which such Seller any of its properties or its assets may be bound are bound; or (ii) violate any Law Laws applicable to such Sellerthe Company, which conflict or violation could prevent the consummation of the transactions contemplated by this Agreement Subject Business or any of the Related Documents to which such Seller is or will be a party or result in an Encumbrance on or against any assets, rights or properties of such Seller, or on or against any capital stock of any Company, or give rise to any claim against either Company or the Purchaserits properties. (c) Except as contemplated by this Agreementset forth on Schedule 6.2(c), no Permitconsent, authorizationapproval, consent Order or approval of or byauthorization of, or any notification of registration, declaration or filing with, or notification to any Person (governmental Governmental Entity or private) any third party is required in connection with the execution, delivery and performance by such Seller the Company of this Agreement or the Related Documents to which such Seller the Company is or will be a party or the consummation by such Seller of the Merger or any of the other transactions contemplated hereby or thereby.

Authority; Noncontravention; Consents. (a) Such The Seller has all the full and absolute legal right, capacity, requisite corporate power and authority to enter into this Agreement and each Related Document to which such Seller it is a party and any and all instruments necessary or will be a party, appropriate in order to effectuate fully the terms and conditions of this Agreement and each Related Document to which such Seller it is or will be a party and all related transactions contemplated thereby and to perform its obligations hereunder and thereunder; the execution, delivery and performance of this Agreement and each Related Document to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Seller; and this Agreement and each Related Document to which it is a party has been, or upon the execution thereof will be, been duly and validly executed and delivered by such Seller, the Seller and except as set forth on SCHEDULE 4.2(A) this Agreement and each Related Document is, or upon --------------- the execution thereof will be, to which it is a party is the valid and binding obligation of such the Seller, enforceable against such the Seller in accordance with their respective its terms, subject to except as enforceability thereof may be limited by any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws insolvency or other Laws affecting creditors' creditors rights and remedies generally, and subject, as to enforceability, to generally or by general principles of equity, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) Neither the execution, delivery or and performance by such Seller of this Agreement or and the Related Documents to which such the Seller is or will be a party nor the consummation by the Seller of the transactions contemplated hereby or thereby nor compliance by such the Seller with any of the provisions provision hereof or thereof will (i) conflict with, or result in any violation violations of, or cause a default (with or without notice or lapse of time, or both) under, or give rise to any a right of termination, amendment, cancellation or acceleration of any obligations obligation contained in or the loss of any material benefit under, or result in the creation of any Encumbrance upon any of the Purchased Assets under any term, condition or provision of (x) the Seller's Charter or the Seller's By-laws or (y) except as set forth in Section 4.4(b) of the Disclosure Letter, any Contract to which such the Seller is a party, party or by which such Seller its properties or its assets may be bound are bound, or (ii) violate any Law Laws applicable to such Seller, which conflict or violation could prevent the consummation of the transactions contemplated by this Agreement Seller or any of the Related Documents to which such Seller is or will be a party or result in an Encumbrance on or against any assets, rights or properties of such Seller, or on or against any capital stock of any Company, or give rise to any claim against either Company or the Purchaserits properties. (c) Except as contemplated by this Agreementset forth in Section 4.4(c) of the Disclosure Letter, no Permitconsent, authorizationapproval, consent Order or approval of or byauthorization of, or any notification of registration, declaration or filing with, or notification to any Person (governmental Governmental Entity or private) any other third party is required in connection with the execution, delivery and performance by such the Seller of this Agreement or the Related Documents to which such Seller it is or will be a party or the consummation by such Seller of the transactions contemplated hereby or thereby.

Authority; Noncontravention; Consents. (a) Such Each Seller Party has the full and absolute legal right, capacity, requisite power and authority to enter into this Agreement and the Escrow Agreement and to consummate the Partnership Interest Purchase and the other transactions contemplated by this Agreement and each Related Document other agreement contemplated hereby to which such Seller Party is or will be a party, . The execution and delivery of this Agreement and the Escrow Agreement by each Seller Party and the performance by each Seller Party of its obligations under this Agreement and each Related Document other agreement contemplated hereby to which each Seller Party is a party have been duly authorized by all necessary action on the part of such Seller is or will be a party Party. Each of this Agreement and the Escrow Agreement has been, or upon the execution thereof will be, been duly and validly executed and delivered by such Seller, each Seller Party and except as set forth on SCHEDULE 4.2(A) this Agreement and each Related Document is, or upon --------------- the execution thereof will be, the constitutes a valid and binding obligation of such Sellereach Seller Party, enforceable against such each Seller Party in accordance with their respective and subject to its terms, subject to applicable except as the same may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar or other laws affecting creditors' the rights of creditors generally and remedies generallysubject to the rules of law governing (and all limitations on) specific performance, injunctive relief and subject, as to enforceability, to general principles of equity, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity)other equitable remedies. (b) Neither Except as set forth in Schedule 2.5(b) of the Seller Parties Disclosure Letter and except as may result from any facts or circumstances relating solely to Buyer (including, without limitation, its sources of financing), and assuming that all consents, approvals, authorizations and other actions set forth on Schedule 2.5(b) of the Seller Parties Disclosure Letter have been obtained and all filings and notifications set forth on Schedule 2.5(b) of the Seller Parties Disclosure Letter have been made, the execution, delivery or and performance by such Seller of this Agreement or and the Related Documents to which such Escrow Agreement by each Seller is or will be a party nor Party does not, and the consummation of the transactions contemplated hereby or thereby nor by this Agreement and compliance by such each Seller Party with any of the provisions hereof or thereof of this Agreement and the Escrow Agreement will (i) not, conflict with, or result in any violation of, require any consent, approval or cause a other authorization of, or filing with or notification to, or default (with or without notice or lapse of time, or both) under, or give rise to any a right of termination, amendment, cancellation or acceleration of any obligations contained material obligation or result in or the loss creation of any material benefit Lien upon any of the properties or assets of the Partnership or any Partnership Subsidiary under: (i) the charter or organizational documents or partnership, any term, condition or provision of any Contract to which such Seller is a partyoperating, or by which such similar agreement (as the case may be) of the Seller Parties or its assets may be bound any Partnership Subsidiary, the certificate of limited partnership of the Partnership and the Existing Partnership Agreement, each as amended or supplemented through the date hereof; (ii) violate any Law material loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, franchise or license applicable to such Sellerthe Seller Parties, which conflict the Partnership or violation could any Partnership Subsidiary or their respective properties or assets; or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation (collectively, “Laws”) applicable to the Seller Parties, the Partnership or any Partnership Subsidiary, or their respective properties or assets, other than in the case of this clause (iii) any immaterial conflicts, violations, defaults, rights, loss or Liens that, individually or in the aggregate, would not reasonably be expected to prevent or delay the consummation of the transactions contemplated by this Agreement Agreement. No consent, approval, order or any of the Related Documents to which such Seller is or will be a party or result in an Encumbrance on or against any assets, rights or properties of such Sellerauthorization of, or on or against any capital stock of any Companyregistration, or give rise to any claim against either Company or the Purchaser. (c) Except as contemplated by this Agreement, no Permit, authorization, consent or approval of or by, or any notification of declaration or filing with, any Person federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (governmental or private) a “Governmental Entity”), is required by or with respect to the Seller Parties, the Partnership or any Partnership Subsidiary in connection with the execution, delivery and performance by such Seller of this Agreement or by the Related Documents to which such Seller is or will be a party Parties or the consummation by such the Seller Parties of the transactions contemplated hereby by this Agreement, except for such consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 2.5(b) of the Seller Parties Disclosure Letter, (B) as may be required under (x) Laws requiring transfer, recordation or therebygains Tax filings (y) federal, state or local environmental Laws, or (z) the “blue sky” Laws of various states, to the extent applicable, or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent or delay the Seller Parties from performing its obligations under this Agreement in any material respect.

Authority; Noncontravention; Consents. (a) Such Seller The Company has all the full and absolute legal right, capacity, requisite corporate power and authority to enter into execute and deliver and perform its obligations under this Agreement and each Related Document to which such Seller it is a party and any and all instruments necessary or will be a party, appropriate in order to effectuate fully the terms and conditions of this Agreement and each Related Document to which such Seller it is or will be a party and all related transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder; the execution, delivery and performance of this Agreement and each Related Document to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company and the Shareholders; and this Agreement and each Related Document to which it is a party has been, or upon the execution thereof will be, been duly and validly executed and delivered by such Seller, the Company and except as set forth on SCHEDULE 4.2(A) this Agreement and each Related Document is, or upon --------------- the execution thereof will be, to which it is a party is the valid and binding obligation of such Sellerthe Company, enforceable against such Seller the Company in accordance with their respective its terms, subject to except as enforceability thereof may be limited by any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws insolvency or other Laws affecting creditors' creditors rights and remedies generally, and subject, as to enforceability, to generally or by general principles of equity, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) Neither the execution, delivery or and performance by such Seller of this Agreement or the and each Related Documents Document to which such Seller it is or will be a party nor the consummation by the Company of the transactions contemplated hereby or thereby nor compliance by such Seller the Company with any of the provisions provision hereof or thereof will (i) conflict with, or result in any breach or violation of, or cause a default (with or without notice or lapse of time, or both) under, or give rise to any a right of termination, amendment, cancellation or acceleration of any obligations obligation contained in or the loss of any material benefit under, or result in the creation of any Encumbrance upon any of the properties or assets of the Company under any term, condition or provision of (x) the Company's Charter or the Company's By-laws or (y) except as set forth in the Company Disclosure Letter, any Contract to which such Seller the Company is a party, party or by which such Seller any of its properties or its assets may be bound are bound, or (ii) violate any Law Laws applicable to such Seller, which conflict or violation could prevent the consummation of the transactions contemplated by this Agreement Company or any of the Related Documents to which such Seller is or will be a party or result in an Encumbrance on or against any assets, rights or properties of such Seller, or on or against any capital stock of any Company, or give rise to any claim against either Company or the Purchaserits properties. (c) Except as contemplated by this Agreementset forth in the Company Disclosure Letter, no Permitconsent, authorizationapproval, consent Order or approval of or byauthorization of, or any notification of registration, declaration or filing with, or notification to any Governmental Entity or any third Person (governmental or private) is required in connection with the execution, delivery and performance by such Seller the Company of this Agreement or the Related Documents to which such Seller the Company is or will be a party or the consummation by such Seller of the transactions contemplated hereby or thereby.

Authority; Noncontravention; Consents. (a) Such Seller The Shareholder has the full and absolute legal right, capacity, power and authority to enter into this Agreement and each Related Document to which such Seller the Shareholder is or will be a party, and this Agreement and each Related Document to which such Seller the Shareholder is or will be a party has been, or upon the Shareholder's execution and delivery thereof will be, duly and validly executed and delivered by such Seller, and except as set forth on SCHEDULE 4.2(A) this the Shareholder. This Agreement and each Related Document to which the Shareholder is a party is, or upon --------------- the Shareholder's execution and delivery thereof will be, the valid and binding obligation of such Sellerthe Shareholder, enforceable against such Seller the Shareholder in accordance with their its respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) Neither the execution, delivery or and/or performance by such Seller the Shareholder of this Agreement or the any Related Documents Document to which such Seller the Shareholder is or will be a party party, nor the consummation of the transactions contemplated hereby or thereby thereby, nor compliance by such Seller the Shareholder with any of the provisions hereof or thereof will (i) conflict with, or result in any violation of, or cause a default (with or without notice or lapse of time, or both) under, or give rise to any right of termination, amendment, cancellation or acceleration of any obligations contained in or the loss of any material benefit underin, any term, condition or provision of any Contract to which such Seller the Shareholder is a party, or by which such Seller the Shareholder or its his assets may be bound or (ii) violate any Law applicable to such Seller, which conflict or violation could prevent the consummation of the transactions contemplated by this Agreement or any of the Related Documents to which such Seller is or will be a party or result in an Encumbrance on or against any assets, rights or properties of such Seller, or on or against any capital stock of any Company, or give rise to any claim against either Company or the PurchaserShareholder. (c) Except as contemplated by this Agreement, no Permit, authorization, consent or approval of or by, or any notification of or filing with, any Person (governmental or private) is required in connection with the execution, delivery and performance by such Seller the Shareholder of this Agreement or the any Related Documents Document to which such Seller the Shareholder is or will be a party or the consummation by such Seller the Shareholder of the transactions contemplated hereby or thereby.

Authority; Noncontravention; Consents. (a) Such Seller Each of the Purchaser and Acquisition Sub has all the full and absolute legal right, capacity, requisite corporate power and authority to enter into this Agreement, each Related Document to which it is a party and any and all instruments necessary or appropriate in order to effectuate fully the terms and conditions of this Agreement, each Related Document to which the Purchaser or Acquisition Sub is a party and all transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and each Related Document to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of such Seller is or will be a partyPerson, and this Agreement and each Related Document to which such Seller the Purchaser or Acquisition Sub is or will be a party has been, or upon the execution thereof will be, been duly and validly executed and delivered by such Seller, Person and except as set forth on SCHEDULE 4.2(A) this Agreement and each Related Document is, or upon --------------- the execution thereof will be, is the valid and binding obligation of such SellerPerson, enforceable against such Seller Person in accordance with their respective its terms, subject to except as such enforceability thereof may be limited by any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws insolvency or other Laws affecting creditors' creditor's rights and remedies generally, and subject, as to enforceability, to generally or by general principles of equity, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) Neither the execution, delivery or and performance by such Seller of this Agreement or and the Related Documents to which such Seller the Purchaser or Acquisition Sub is or will be a party nor the consummation by the Purchaser and Acquisition Sub of the transactions contemplated hereby or thereby nor compliance by such Seller the Purchaser and Acquisition Sub with any of the provisions provision hereof or thereof will (i) conflict with, or result in any violation violations of, or cause a default (with or without notice or lapse of time, or both) under, or give rise to any a right of termination, amendment, cancellation or acceleration of any obligations obligation contained in or the loss of any material benefit under, or result in the creation of any Encumbrance upon any asset of the Purchaser or Acquisition Sub under any term, condition or provision of its Fundamental Documents, or, except as set forth on SCHEDULE 7.2 of the Disclosure Letter, any Contract to which such Seller Person is a party, party or by which such Seller any of its properties or its assets may be bound are bound, or (ii) violate any Law Laws applicable to such Sellerthe Purchaser or Acquisition Sub or any of its properties, which conflict or violation could which, in each case, would prevent the consummation of the transactions contemplated by this Agreement or any of the Related Documents to which such Seller is or will be a party or result in an Encumbrance on or against any assets, rights or properties of such Seller, or on or against any capital stock of any Company, or give rise to any claim against either Company or the Purchaserhereby. (c) Except as contemplated by this Agreementset forth on SCHEDULE 7.2 of the Disclosure Letter, no Permitconsent, authorizationapproval, consent Order or approval of or byauthorization of, or any notification of registration, declaration or filing with, or notification to any Person (governmental Governmental Entity or private) any other third party is required in connection with the execution, delivery and performance by such Seller the Purchaser or Acquisition Sub of this Agreement or the Related Documents to which such Seller it is or will be a party or the consummation by such Seller of the transactions contemplated hereby or thereby, which, in each case, would prevent the consummation of the transactions contemplated hereby.

Authority; Noncontravention; Consents. (a) Such Each Seller Party has the full and absolute legal right, capacity, requisite power and authority to enter into this Agreement and to consummate the Interest Purchase and the other transactions contemplated by this Agreement and each Related Document other agreement contemplated hereby to which such Seller Party is or will be a party, . The execution and delivery of this Agreement by each Seller Party and the performance by each Seller Party of its obligations under this Agreement and each Related Document other agreement contemplated hereby to which each Seller Party is a party have been duly authorized by all necessary action on the part of such Seller is or will be a party Party including any actions required by its Organizational Documents. This Agreement has been, or upon the execution thereof will be, been duly and validly executed and delivered by such Seller, each Seller Party and except as set forth on SCHEDULE 4.2(A) this Agreement and each Related Document is, or upon --------------- the execution thereof will be, the constitutes a valid and binding obligation of such Sellereach Seller Party, enforceable against such each Seller Party in accordance with their respective and subject to its terms, subject to applicable except as the same may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar or other laws affecting creditors' the rights of creditors generally and remedies generallysubject to the rules of law governing (and all limitations on) specific performance, injunctive relief and subject, as to enforceability, to general principles of equity, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity)other equitable remedies. (b) Neither Except as set forth in Schedule 2.5(b) of the Seller Parties Disclosure Letter and except as may result from any facts or circumstances relating solely to Buyer (including, without limitation, its sources of financing), and assuming that all consents, approvals, authorizations and other actions set forth on Schedule 2.5(b) of the Seller Parties Disclosure Letter have been obtained and all filings and notifications set forth on Schedule 2.5(b) to the Seller Parties Disclosure Letter have been made, the execution, delivery or and performance by such Seller of this Agreement or the Related Documents to which such by each Seller is or will be a party nor Party does not, and the consummation of the transactions contemplated hereby or thereby nor by this Agreement and compliance by such each Seller Party with any of the provisions hereof or thereof of this Agreement will (i) not, conflict with, or result in any violation of, require any consent, approval or cause a other authorization of, or filing with or notification to, or default (with or without notice or lapse of time, or both) under, or give rise to any a right of termination, amendment, cancellation or acceleration of any obligations contained material obligation or result in or the loss creation of any material benefit Lien upon any of the properties or assets of the Target Companies under, : (i) the Organizational Documents of Seller Parties or any term, condition or provision of any Contract to which such Seller is a party, or by which such Seller or its assets may be bound or Target Company; (ii) violate any Law Contract or Space Lease applicable to such SellerSeller Parties, which conflict any Target Company or violation could prevent their respective Properties or assets; or (iii) subject to the consummation of governmental filings and other matters referred to in the transactions contemplated by this Agreement following sentence, any judgment, order, decree, statute, law, ordinance, rule or any of regulation (collectively, “Laws”) applicable to Seller Parties, the Related Documents to which such Seller is or will be a party or result in an Encumbrance on or against any assets, rights or properties of such SellerTarget Companies, or on their respective Properties or against any capital stock of any Companyassets. No consent, approval, order or authorization of, or give rise to any claim against either Company or the Purchaser. (c) Except as contemplated by this Agreementregistration, no Permit, authorization, consent or approval of or by, or any notification of declaration or filing with, any Person federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (governmental or private) a “Governmental Entity”), is required by or with respect to Seller Parties in connection with the execution, delivery and performance by such Seller of this Agreement or the Related Documents to which such by Seller is or will be a party Parties or the consummation by such Seller Parties of the transactions contemplated hereby by this Agreement, except for such consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 2.5(b) of the Seller Parties Disclosure Letter, or thereby(B) as may be required under (x) Laws requiring transfer, recordation or gains Tax filings or (y) federal, state or local environmental Laws.

Authority; Noncontravention; Consents. (a) Such Each Seller has all the full and absolute legal right, capacity, requisite corporate power and authority to enter into this Agreement and each Related Document to which such Seller it is or will be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and each Related Document to which such Seller is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of such Seller. This Agreement and each Related Document to which each Seller is a party has been or will be a party has been, at or upon prior to the execution thereof will be, Closing duly and validly executed and delivered by such Seller, Seller and except as set forth on SCHEDULE 4.2(A) this Agreement and each Related Document is, is or upon --------------- the execution thereof will be, be the valid and binding obligation of such Seller, enforceable against such each Seller in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) Neither the execution, delivery or and performance by such Seller of this Agreement or the and each Related Documents Document to which such each Seller is or will be a party nor the consummation by such Seller of the transactions contemplated hereby or thereby nor compliance by such Seller with any of the provisions provision hereof or thereof will shall (i) conflict with, or result in any violation violations of, or cause a default (with or without notice or lapse of time, or both) under, or give rise to any a right of termination, amendment, cancellation or acceleration of any obligations obligation contained in or the loss of any material benefit under, or result in the creation of any Encumbrance upon any of the properties or assets of such Seller under any term, condition or provision of (x) such Seller's Charter or the By-laws or (y) except as set forth on SCHEDULE 5.4(b), any Contract to which such Seller is a party, party or by which such Seller its properties or its assets may be bound are bound, or (ii) violate any Law Laws applicable to such Seller, which conflict or violation could prevent the consummation of the transactions contemplated by this Agreement Seller or any of the Related Documents to which such Seller is or will be a party or result in an Encumbrance on or against any assets, rights or properties of such Seller, or on or against any capital stock of any Company, or give rise to any claim against either Company or the Purchaserits properties. (c) Except as contemplated by this Agreementset forth on SCHEDULE 5.4(c), no Permitconsent, authorizationapproval, consent Order or approval of or byauthorization of, or any notification of registration, declaration or filing with, or notification to any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, Federal, state or local (a "Governmental Entity") or any other third Person (governmental or private) is required in connection with the execution, delivery and performance by such each Seller of this Agreement or the Related Documents to which such Seller it is or will be a party or the consummation by such Seller of the transactions contemplated hereby or thereby.

Authority; Noncontravention; Consents. (a) Such Seller Shareholder has the full and absolute legal right, capacity, power and authority to enter into this Agreement and each Related Document to which such Seller Shareholder is or will be a party, ; this Agreement and each Related Document to which such Seller Shareholder is or will be a party has been, or upon the execution and delivery thereof will be, duly and validly executed and delivered by such Seller, Shareholder; and except as set forth on SCHEDULE 4.2(A) this Agreement and each Related Document is, or upon --------------- the execution and delivery thereof will be, the valid and binding obligation of such SellerShareholder, enforceable against such Seller Shareholder in accordance with their respective its terms, subject to applicable except as enforceability may be limited by equitable principles of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar conveyance or insolvency laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) Neither None of the execution, delivery or performance by such Seller Shareholder of this Agreement or the Related Documents to which such Seller Shareholder is or will be a party nor the consummation of the transactions contemplated hereby or thereby nor compliance by such Seller Shareholder with any of the provisions hereof or thereof will (i) conflict with, or result in any violation of, or cause a default (with or without notice or lapse of time, or both) under, or give rise to any right of termination, amendment, cancellation or acceleration of any obligations contained in or the loss of any material benefit under, any term, condition or provision of any Contract to which such Seller Shareholder is a party, or by which such Seller Shareholder or its assets may be bound bound, except for any conflict, violation, default, termination, amendment, cancellation or acceleration that is not material, or (ii) violate any Law applicable to such SellerShareholder, which conflict or violation could prevent the consummation of the transactions contemplated by this Agreement or any of the Related Documents to which such Seller Shareholder is or will be a party or result in an Encumbrance on or against any assets, rights or properties of such SellerShareholder, or on or against any capital stock of any the Company, or give rise to any claim against either the Company or the Purchaser. (c) Except as set forth on Schedule 3.2(c) or otherwise contemplated --------------- by this Agreement, no Permit, authorization, consent or approval of or by, or any notification of or filing with, any Person (governmental or private) is required in connection with the execution, delivery and performance by such Seller Shareholder of this Agreement or the Related Documents to which such Seller Shareholder is or will be a party or the consummation by such Seller Shareholder of the transactions contemplated hereby or thereby. (d) The Company's execution and delivery of this Agreement and each Related Document to which it is a party, and performance by the Company of its obligations hereunder and thereunder are hereby duly and validly authorized and approved by such Shareholder. (e) Except as set forth on Schedule 3.2(e), no Shareholder is party to --------------- or bound by any agreement, arrangement or understanding with any other Shareholder, except for (i) agreements to which the Company is a party and (ii) agreements with respect to which no party to, or beneficiary of, is expected to be an employee or officer of the Company at or immediately after the Effective Time. ARTICLE IV

Authority; Noncontravention; Consents. (a) Such Seller Purchaser has the full and absolute legal right, capacity, all requisite partnership power and authority to enter into this Agreement and each Related Document to which such Seller it is or will be a party, to perform its obligations hereunder and thereunder and to complete the Contemplated Transactions. The execution and delivery by Purchaser of this Agreement and each Related Document to which such Seller Purchaser is or will be a party, and the performance by Purchaser of its obligations hereunder and thereunder, have been duly and validly authorized by all necessary partnership action on the part of Purchaser. This Agreement and each Related Document to which Purchaser is a party has been, or upon the execution thereof will be, have been duly and validly executed and delivered by such Seller, Purchaser and except as set forth on SCHEDULE 4.2(A) this Agreement and each Related Document is, or upon --------------- the execution thereof will be, are the valid and binding obligation obligations of such SellerPurchaser, enforceable against such Seller Purchaser in accordance with their respective terms. [*] = Certain confidential information contained in this document, subject marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subjectRule 24b-2 of the Securities Exchange Act of 1934, as to enforceability, to general principles of equity, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity)amended. (b) Neither the execution, execution and delivery or performance by such Seller Purchaser of this Agreement or the and each Related Documents Document to which such Seller Purchaser is or will be a party party, nor the consummation performance by Purchaser of any of its obligations hereunder and thereunder, nor the completion of the transactions contemplated hereby or thereby nor compliance by such Seller with any of the provisions hereof or thereof will Contemplated Transactions, (i) conflict conflicts with, or result results in any a violation of, or cause causes a breach or default (with or without notice or lapse of time, or both) under, or give gives rise to any a right of termination, amendment, cancellation or acceleration of any obligations obligation contained in or the loss of any material benefit under, any term, condition or provision of (y) Purchaser’s Fundamental Documents or (z) any Contract to which such Seller Purchaser is a party, party or by which such Seller or its assets may be bound are bound, or (ii) violate violates any Law Laws applicable to such Seller, which conflict or violation could prevent the consummation of the transactions contemplated by this Agreement Purchaser or any of the Related Documents to which such Seller is or will be a party or result in an Encumbrance on or against any its assets, rights or properties of such Seller, or on or against any capital stock of any Company, or give rise to any claim against either Company or the Purchaser. (c) Except as contemplated by this Agreementset out on Schedule 6.2, no Permit(i) consent, authorization(ii) approval, consent (iii) Order or approval of or byauthorization of, or any notification of (iv) registration, declaration or filing with, or (v) notification to any Governmental Entity or any other third Person (governmental or private) is required in connection with the execution, execution and delivery and performance by such Seller Purchaser of this Agreement or the Related Documents to which such Seller Purchaser is or will be a party or the consummation by such Seller completion of the transactions contemplated hereby or therebyContemplated Transactions. (d) Purchaser is its own ultimate parent entity (as defined under the HSR Act and regulations), does not have any regularly prepared balance sheet and does not satisfy any of the “size of person” jurisdictional thresholds applicable to Purchaser under the HSR Act.