Common use of Authority of Seller Clause in Contracts

Authority of Seller. (a) Seller and each other Seller Party has full power and authority to execute, deliver and perform this Agreement and all of the Seller Ancillary Agreements. The execution, delivery and performance of this Agreement and the Seller Ancillary Agreements by Seller and, as applicable, each other Seller Party, have been duly authorized and approved by Seller’s and, as applicable, each other Seller Party’s board of directors and do not require any further authorization or consent of any Seller Party or their respective equityholders. This Agreement has been duly authorized, executed and delivered by Seller and is the legal, valid and binding obligation of Seller enforceable in accordance with its terms, and each of the Seller Ancillary Agreements has been duly authorized by Seller and, as applicable, each other Seller Party thereto, and upon execution and delivery by the applicable Seller Party will be a legal, valid and binding obligation of such Seller Party enforceable in accordance with its terms, subject to the Enforceability Exceptions. (b) Neither the execution and delivery of this Agreement or any of the Seller Ancillary Agreements or the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will: (i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a change in rights under, or result in the creation or imposition of any Encumbrance upon any of the Purchased Assets, under (A) the charter or by-laws of any Seller Party, (B) any Seller Agreement, (C) any other material note, instrument, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which any Seller Party is a party or any of the Purchased Assets is subject or by which any Seller Party is bound, (D) any Court Order to which a Seller Party is a party or any of the Purchased Assets is subject or by which a Seller Party is bound, or (E) any Requirements of Laws affecting any Seller Party, the Purchased Assets or the Business; or (ii) except as set forth on Schedule 5.3(B)(ii), require the approval, consent, authorization or act of, or the making by any Seller Party of any declaration, filing or registration with, any Governmental Body.

Authority of Seller. (a) Seller and each other Seller Party Parent has full corporate power and authority to execute, deliver and perform enter into this Agreement and all of the other Transaction Documents to which Seller Ancillary AgreementsParent is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Seller Parent of this Agreement and any other Transaction Document to which Seller Parent is a party, the Seller Ancillary Agreements performance by Seller and, as applicable, each other Parent of its obligations hereunder and thereunder and the consummation by Seller Party, Parent of the transactions contemplated hereby and thereby have been duly authorized and approved by Seller’s and, as applicable, each other all requisite corporate action on the part of Seller Party’s board of directors and do not require any further authorization or consent of any Seller Party or their respective equityholdersParent. This Agreement has been duly authorized, executed and delivered by Seller Parent, and is the (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller Parent enforceable against Seller Parent in accordance with its terms. When each other Transaction Document to which Seller Parent is or will be a party has been duly executed and delivered by Seller Parent (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Seller Parent enforceable against it in accordance with its terms. (b) Each Seller (other than Seller Parent) has full corporate power and authority to enter into the Transaction Documents to which such Seller is a party, to carry out its obligations thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each Seller (other than Seller Parent) of any Transaction Document to which such Seller is a party, the performance by such Seller of its obligations hereunder and thereunder and the consummation by such Seller of the Seller Ancillary Agreements has transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of such Seller. When each Transaction Document to which a Seller and(other than Seller Parent) is or will be a party has been duly executed and delivered by such Seller (assuming due authorization, as applicable, each other Seller Party thereto, and upon execution and delivery by the applicable Seller Party each other party thereto), such Transaction Document will be constitute a legal, valid legal and binding obligation of such Seller Party enforceable against it in accordance with its terms, subject to the Enforceability Exceptions. (b) Neither the execution and delivery of this Agreement or any of the Seller Ancillary Agreements or the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will: (i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a change in rights under, or result in the creation or imposition of any Encumbrance upon any of the Purchased Assets, under (A) the charter or by-laws of any Seller Party, (B) any Seller Agreement, (C) any other material note, instrument, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which any Seller Party is a party or any of the Purchased Assets is subject or by which any Seller Party is bound, (D) any Court Order to which a Seller Party is a party or any of the Purchased Assets is subject or by which a Seller Party is bound, or (E) any Requirements of Laws affecting any Seller Party, the Purchased Assets or the Business; or (ii) except as set forth on Schedule 5.3(B)(ii), require the approval, consent, authorization or act of, or the making by any Seller Party of any declaration, filing or registration with, any Governmental Body.

Authority of Seller. (a) Seller and each has all necessary corporate or other Seller Party has full power and authority to execute, deliver and perform enter into this Agreement and the other Transaction Documents to which Seller is a party, to carry out its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each applicable Subsidiary of Seller has all of necessary corporate or other power and authority to enter into the Seller Ancillary AgreementsTransaction Documents to which such Subsidiary is a party, to carry out its respective obligations thereunder and to consummate the transactions contemplated thereby. The execution, execution and delivery and performance by Seller of this Agreement and any other Transaction Document to which Seller is a party, the Seller Ancillary Agreements performance by Seller and, as applicable, each other of its obligations hereunder and thereunder and the consummation by Seller Party, and its Subsidiary of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. The execution and approved delivery by Seller’s and, as applicable, each other applicable Subsidiary of Seller Party’s board of directors and do not require any further authorization or consent of any Seller Party Transaction Document to which such Subsidiary is a party, the performance by such Subsidiary of its obligations thereunder and the consummation by such Subsidiary of the transactions contemplated thereby have been duly authorized by all requisite corporate or their respective equityholdersother action on the part of such Subsidiary. This Agreement has been duly authorizedexecuted and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). At the Closing, each Transaction Document shall have been duly executed and delivered by Seller and/or its Subsidiaries, as applicable, and is the (assuming due authorization, execution and delivery by Buyer) each such Transaction Document shall constitute a legal, valid and binding obligation of Seller and/or such Subsidiary, enforceable against Seller and/or such Subsidiary in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally and each by general principles of the Seller Ancillary Agreements has been duly authorized by Seller and, as applicable, each other Seller Party thereto, and upon execution and delivery by the applicable Seller Party will be a legal, valid and binding obligation equity (regardless of such Seller Party enforceable in accordance with its terms, subject to the Enforceability Exceptions. (b) Neither the execution and delivery of this Agreement or any of the Seller Ancillary Agreements or the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will: (i) conflict with, result whether enforcement is sought in a breach of the terms, conditions proceeding at law or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a change in rights under, or result in the creation or imposition of any Encumbrance upon any of the Purchased Assets, under (A) the charter or by-laws of any Seller Party, (B) any Seller Agreement, (C) any other material note, instrument, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which any Seller Party is a party or any of the Purchased Assets is subject or by which any Seller Party is bound, (D) any Court Order to which a Seller Party is a party or any of the Purchased Assets is subject or by which a Seller Party is bound, or (E) any Requirements of Laws affecting any Seller Party, the Purchased Assets or the Business; or (ii) except as set forth on Schedule 5.3(B)(iiequity), require the approval, consent, authorization or act of, or the making by any Seller Party of any declaration, filing or registration with, any Governmental Body.

Authority of Seller. (a) Seller and each other Seller Party has full corporate power and authority to execute, deliver and perform enter into this Agreement and all of the Ancillary Documents to which Seller Ancillary Agreementsis a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The executionSubject to the Requisite Shareholder Vote with regard to the transactions contemplated hereby, the execution and delivery and performance by Seller of this Agreement and any Ancillary Document to which Seller is a party, the Seller Ancillary Agreements performance by Seller and, as applicable, each other of its obligations hereunder and thereunder and the consummation by Seller Party, of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part of Seller’s and, as applicable, each other Seller Party’s board of directors and do not require any further authorization or consent of any Seller Party or their respective equityholders. This Agreement has been duly authorized, executed and delivered by Seller Seller, and is the (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its termsterms (subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and each similar Laws of general applicability relating to or affecting creditors’ rights and remedies and to general equitable principles) and, notwithstanding anything to the contrary contained herein, subject, with regards to the consummation of the transactions contemplated hereby, to the receipt of the Requisite Shareholder Vote. When each Ancillary Document to which Seller Ancillary Agreements is or will be a party has been duly authorized executed and delivered by Seller and(assuming due authorization, as applicable, each other Seller Party thereto, and upon execution and delivery by the applicable Seller Party each other party thereto), such Ancillary Document will be constitute a legal, valid legal and binding obligation of such Seller Party enforceable against it in accordance with its terms, subject to the Enforceability Exceptionsbankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and remedies and to general equitable principles. (b) Neither the execution and delivery of this Agreement or any of the Seller Ancillary Agreements or the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will: (i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a change in rights under, or result in the creation or imposition of any Encumbrance upon any of the Purchased Assets, under (A) the charter or by-laws of any Seller Party, (B) any Seller Agreement, (C) any other material note, instrument, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which any Seller Party is a party or any of the Purchased Assets is subject or by which any Seller Party is bound, (D) any Court Order to which a Seller Party is a party or any of the Purchased Assets is subject or by which a Seller Party is bound, or (E) any Requirements of Laws affecting any Seller Party, the Purchased Assets or the Business; or (ii) except as set forth on Schedule 5.3(B)(ii), require the approval, consent, authorization or act of, or the making by any Seller Party of any declaration, filing or registration with, any Governmental Body.

Authority of Seller. (a) Seller and each other Seller Party has Sprint have full power and authority to execute, deliver and perform this Agreement and and, in the case of Seller, all of the Seller Ancillary Agreements. The execution, delivery and performance of this Agreement and and, in the case of Seller, the Seller Ancillary Agreements by Seller and, as applicable, each other Seller Party, and Sprint have been duly authorized and approved by Seller’s and, as applicable, each general partner or other Seller Party’s board of directors authorized person and do not require any further authorization or consent of Seller, its partners or any Seller Party Affiliates or their respective equityholdersSprint, its stockholders or any Affiliates. This Agreement has been duly authorized, executed and delivered by Seller and Sprint and is the legal, valid and binding obligation of Seller and Sprint enforceable in accordance with its terms, and each of the Seller Ancillary Agreements has been duly authorized by Seller and, as applicable, each other Seller Party thereto, and upon execution and delivery by the applicable Seller Party will be a legal, valid and binding obligation of such Seller Party enforceable in accordance with its terms, subject to the Enforceability Exceptions. (b) Neither Except as set forth in Schedule 5.3(b), neither the execution and delivery of this Agreement or or, in the case of Seller, any of the Seller Ancillary Agreements or the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will: (i) result in the creation or imposition of any Encumbrance upon any of the Purchased Assets; or (ii) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a change in loss of rights under, or result in the creation or imposition of any Encumbrance upon any of the Purchased Assets, under (A) the certificate of limited partnership, limited partnership agreement or other organizational document of Seller or the charter or by-laws of any Seller PartySprint, (B) any Seller Agreement, (C) any other material note, instrument, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which any Seller Party or Sprint is a party or any of the Purchased Assets is subject or by which any Seller Party or Sprint is boundbound (other than Included Customer Contracts), (D) any Court Order to which a Seller Party or Sprint is a party or any of the Purchased Assets is subject or by which a Seller Party or Sprint is bound, or (E) any Requirements of Laws affecting any Seller PartySeller, Sprint, the Purchased Assets or the Business; or (iiiii) except as set forth on Schedule 5.3(B)(ii), require the approval, consent, authorization or act of, or the making by any Seller Party or Sprint of any declaration, filing or registration with, any Governmental BodyBody (including, without limitation, any approval, consent, or authorization by any regulatory body with respect to any customer transfers), except as provided under the HSR Act. (c) Seller has not received a second request or other notification from the FTC or the Antitrust Division with respect to the notifications and other information filed by it under the HSR Act with respect to the transactions contemplated hereby. All such filings by Seller were, as of the date filed, true and accurate and in accordance with the requirements of the HSR Act. (d) Except as set forth on Schedule 5.3(d), with respect to the Included Customer Contracts for Payment Eligible Customers only, the provision of Conferencing Services by Buyer under such contracts as contemplated by Section 2.5 will not conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under any such contract.

Authority of Seller. (a) Each of Seller and each other Seller Party Parent has full corporate power and authority to execute, deliver and perform enter into this Agreement and all of the other Transaction Documents to which Seller Ancillary Agreementsor Parent is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery by each of Seller and performance Parent of this Agreement and any other Transaction Document to which Seller or Parent is a party, the Seller Ancillary Agreements performance by Seller and, as applicable, each other or Parent of its obligations hereunder and thereunder and the consummation by Seller Party, or Parent of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller and approved by Seller’s and, as applicable, each other Seller Party’s board of directors and do not require any further authorization or consent of any Seller Party or their respective equityholdersParent. This Agreement has been duly authorized, executed and delivered by Seller and is the legal, valid and binding obligation of Seller enforceable in accordance with its termsParent, and each of the Seller Ancillary Agreements has been duly authorized by Seller and, as applicable, each other Seller Party thereto, and upon execution and delivery by the applicable Seller Party will be this Agreement constitutes a legal, valid and binding obligation of such each of Seller Party and Parent enforceable against each of Seller and Parent in accordance with its terms, subject to the Enforceability Exceptions. bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles. When each other Transaction Document to which Seller or Parent is or will be a party has been duly executed and delivered by Seller and Parent (b) Neither the assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of this Agreement or any of the Seller Ancillary Agreements or the consummation of any of the transactions contemplated hereby or thereby nor compliance and Parent (as applicable) enforceable against it in accordance with or fulfillment of the its terms, conditions subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and provisions hereof or thereof will: (i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a change in rights under, or result in the creation or imposition of any Encumbrance upon any of the Purchased Assets, under (A) the charter or by-other laws of any Seller Party, (B) any Seller Agreement, (C) any other material note, instrument, agreement, mortgage, lease, license, franchise, permit general applicability relating to or other authorization, right, restriction or obligation affecting creditors’ rights and to which any Seller Party is a party or any of the Purchased Assets is subject or by which any Seller Party is bound, (D) any Court Order to which a Seller Party is a party or any of the Purchased Assets is subject or by which a Seller Party is bound, or (E) any Requirements of Laws affecting any Seller Party, the Purchased Assets or the Business; or (ii) except as set forth on Schedule 5.3(B)(ii), require the approval, consent, authorization or act of, or the making by any Seller Party of any declaration, filing or registration with, any Governmental Bodygeneral equity principles.

Authority of Seller. (a) Seller and each other Seller Party has full right, power and authority to execute------------------- enter into this Agreement, deliver and perform Seller and each Seller Affiliate has or will have full right, power and authority to enter into each agreement, document and instrument to be executed and delivered by it pursuant to or as contemplated by this Agreement and to carry out the transactions contemplated hereby and thereby on its part to be performed. The execution, delivery, and performance by Seller of this Agreement and by Seller and the Seller Affiliates of each such other agreement, document and instrument has been or will be duly authorized by all necessary corporate action of Seller or such Seller Affiliate and no other corporate action on the part of Seller or such Seller Affiliate is required in connection therewith. This Agreement and each agreement, document and instrument to be executed and delivered by Seller or any of the Seller Ancillary AgreementsAffiliates pursuant to or as contemplated by this Agreement constitute, or will when executed and delivered constitute, valid and binding obligations of Seller or such Seller Affiliate, enforceable in accordance with their respective terms, subject to the application by a court of general principles of equity and to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws. The Except as disclosed on any schedule to this Agreement, the execution, delivery and performance by Seller of this Agreement and the Seller Ancillary Agreements by Seller and, as applicable, each other Seller Party, have been duly authorized and approved by Seller’s and, as applicable, each other Seller Party’s board of directors and do not require any further authorization or consent of any Seller Party or their respective equityholders. This Agreement has been duly authorized, executed and delivered by Seller and is the legal, valid and binding obligation of Seller enforceable in accordance with its terms, and each of the Seller Ancillary Agreements has been duly authorized by Seller andAffiliates of each such other agreement, as applicable, each other Seller Party thereto, document and upon execution and delivery by the applicable Seller Party will be a legal, valid and binding obligation of such Seller Party enforceable in accordance with its terms, subject to the Enforceability Exceptions. (b) Neither the execution and delivery of this Agreement or any of the Seller Ancillary Agreements or the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will: instrument: (i) conflict with, result in a breach do not and will not violate any provision of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a change in rights under, or result in the creation or imposition of any Encumbrance upon any of the Purchased Assets, under (A) the charter or by-laws of Seller, the Seller Affiliates, or the Acquired Subsidiaries; (ii) do not and will not violate any currently effective laws, rules, or regulations of the United States or any state or other jurisdiction, applicable to Seller, the Seller PartyAffiliates, the Acquired Subsidiaries or PD or require Seller, the Seller Affiliates or the Acquired Subsidiaries or PD to obtain any approval, consent or waiver of, or make any filing with, any person or entity (governmental or otherwise) that has not been obtained or made and (iii) do not and will not (A) conflict with or result in the breach of any of the provisions of, (B) any Seller Agreementconstitute a default under, (C) result in the violation of, (D) give any third party the right to terminate or accelerate (including after the giving of notice or lapse of time or both) any obligation under, or (E) result in the creation of any mortgage, pledge, security interest, conditional sale or other material notetitle retention agreement, instrumentencumbrance, agreementlien, easement, option, debt, charge, claim or restriction of any kind or nature (collectively, "Liens") upon the Acquired Stock or the ----- Acquired Assets under any indenture, mortgage, lease, licenseloan agreement or instrument by which Seller, franchisethe Seller Affiliates, permit or other authorization, right, restriction or obligation to which any Seller Party is a party PD or any of the Purchased Assets is subject Acquired Subsidiaries are currently bound or by which any Seller Party is bound, (D) any Court Order to which a Seller Party is a party or any of the Purchased Assets is subject or by which a Seller Party is bound, or (E) any Requirements of Laws affecting any Seller Party, the Purchased Assets or the Business; or (ii) except as set forth on Schedule 5.3(B)(ii), require the approval, consent, authorization or act of, or the making by any Seller Party of any declaration, filing or registration with, any Governmental Bodyaffected.

Authority of Seller. (a) Seller and each other Seller Party has full the requisite corporate power and authority to execute, deliver and perform this Agreement and all of the Seller Ancillary Agreements. The shareholders of Seller have duly and properly approved this Agreement and the principal terms of sale of the Business to Buyer. The execution, delivery and performance of this Agreement and the such Seller Ancillary Agreements by Seller and, as applicable, each other Seller Party, have been duly authorized and approved by Seller’s and, as applicable, each other Seller Party’s board of directors and the shareholders of Seller and do not require any further authorization or consent of any Seller Party or their respective equityholdersits shareholders. This Agreement has been duly authorized, executed and delivered by Seller and is the legal, valid and binding obligation of Seller enforceable in accordance with its terms, except as such enforceability may be subject to the laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies, and each of the Seller Ancillary Agreements has been duly authorized by Seller and, as applicable, each other Seller Party thereto, and upon execution and delivery by the applicable Seller Party will be is a legal, valid and binding obligation of such Seller Party enforceable in accordance with its terms, except as such enforceability may be subject to the Enforceability Exceptionslaws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies. (b) Neither Except as set forth in Schedule 5.3, neither the execution and delivery of this Agreement by Seller or any Shareholder or any of the Seller Ancillary Agreements by Seller or any of the Shareholder Ancillary Agreements by any Shareholder or the consummation by Seller or any Shareholder of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment by Seller or any Shareholder of the terms, conditions and provisions hereof or thereof will: (i) will conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a change in loss of rights under, or result in the creation or imposition of any Encumbrance upon any of the Purchased Assets, under (A) the charter articles of incorporation or by-laws of any Seller PartySeller, (B) any Seller Agreement, (C) any other material note, instrument, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation instrument to which any Seller Party is a party or any of the Purchased Assets is subject or by which any Seller Party is bound, (D) any Court Order to which a Seller Party is a party or any of the Purchased Assets is subject or by which a Seller Party is bound, or (E) any Requirements of Laws affecting any Seller Party, or the Purchased Assets or the Business; orAssets. (iic) except Except as set forth on in Schedule 5.3(B)(ii)5.3, neither the execution and delivery of this Agreement by Seller or any of the Seller Ancillary Agreements by Seller or the consummation by Seller of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment by Seller of the terms, conditions and provisions hereof or thereof will require the approval, consent, authorization or act of, or the making by any Seller Party of any declaration, filing or registration with, any Governmental BodyPerson. (d) Seller has caused to be filed with the Federal Trade Commission and the Antitrust Division of the Department of Justice the notifications and other information required to be filed under the HSR Act with respect to the transactions contemplated hereby. All such filings by Seller were, as of the date filed, true and accurate and in accordance with the requirements of the HSR Act. The waiting period under the HSR Act with respect to the transactions contemplated hereby expired on December 26, 2003.

Authority of Seller. (ai) Seller is a corporation duly formed, validly existing and each other in good standing under the laws of the State of Delaware, (ii) the persons executing Seller's Closing Documents are, or will be at Closing, duly appointed and authorized by Seller Party to execute such documents, (iii) Seller's Closing Documents will, when delivered, have been duly authorized, executed and delivered by Seller or Target, as the case may be, and will constitute legal, valid and binding obligations of Seller and Target, as the case may be, enforceable against Seller and/or Target in accordance with their respective terms, (iv) subject to receipt of approval as provided in Section 5(B)(i), Seller has the full power and authority to execute, deliver and perform this Agreement its obligations under Seller's Closing Documents and all to carry on its business as presently conducted, (v) as of the Closing, Target shall have the full power and authority to execute, deliver and perform its obligations under Seller's Closing Documents to be executed by Target and to carry on its business as presently conducted, (vi) subject to receipt of approval as provided in Section 5(B)(i), Seller Ancillary Agreements. The has obtained all necessary permits, licenses, entitlements and/or approvals required to comply with the provisions of Seller's Closing Documents, and to carry on its business as presently conducted, (vii) the execution, delivery and performance by Seller of this Agreement and the Seller Ancillary Agreements does not violate any provision of Seller's certificate of incorporation or by Seller and, as applicable, each other Seller Party, have been duly authorized and approved by Seller’s and, as applicable, each other Seller Party’s board of directors and do not require any further authorization or consent of any Seller Party or their respective equityholders. This Agreement has been duly authorized, executed and delivered by Seller and is the legal, valid and binding obligation of Seller enforceable in accordance with its terms, and each of the Seller Ancillary Agreements has been duly authorized by Seller and, as applicable, each other Seller Party thereto, and upon execution and delivery by the applicable Seller Party will be a legal, valid and binding obligation of such Seller Party enforceable in accordance with its terms, subject to the Enforceability Exceptions. (b) Neither the execution and delivery of this Agreement laws or any agreement or document to which Seller is a party or by which Seller is bound (including, any loan agreement, line of the Seller Ancillary Agreements or the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will: (i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a change in rights under, or result in the creation or imposition of any Encumbrance upon any of the Purchased Assets, under (A) the charter or by-laws of any Seller Party, (B) any Seller Agreement, (C) any other material note, instrument, credit agreement, mortgage, leasedeed of trust or license), licenseor of any order, franchisewrit, permit injunction, decree or other authorizationregulation of any court, rightregulatory body, restriction administrative agency or obligation governmental body having jurisdiction over Seller or the Properties, and (viii) ) the execution, delivery and performance by Target of the Seller's Closing Documents to be executed by Target will not violate any provision of Target's certificate of formation or limited liability company agreement or any agreement or document to which any Seller Party Target is a party or any of the Purchased Assets is subject or by which Target is bound (including, any Seller Party is boundloan agreement, (D) any Court Order to which a Seller Party is a party line of credit agreement, mortgage, deed of trust or any of the Purchased Assets is subject or by which a Seller Party is boundlicense), or (E) of any Requirements order, writ, injunction, decree or regulation of Laws affecting any Seller Partycourt, the Purchased Assets regulatory body, administrative agency or governmental body having jurisdiction over Target or the Business; or (ii) except as set forth on Schedule 5.3(B)(ii), require the approval, consent, authorization or act of, or the making by any Seller Party of any declaration, filing or registration with, any Governmental BodyProperties.

Authority of Seller. (a) Each of Seller and each other Seller Party Guarantor has or has received full right, authority and power and authority to execute, deliver and perform enter into this Agreement and all of the each agreement, document and instrument to be executed and delivered by Seller Ancillary Agreementsor Seller Guarantor, respectively, pursuant to this Agreement. The execution, delivery and performance by Seller and Seller Guarantor of this Agreement and the Seller Ancillary Agreements by Seller andeach such other agreement, as applicable, each other Seller Party, document and instrument have been duly authorized by all necessary action of Seller and approved by Seller’s andSeller Guarantor, as applicablerespectively, each and their respective shareholders, if required, and no other action on the part of Seller Party’s board of directors and do not require any further authorization or consent of any Seller Party Guarantor, or their respective equityholders. shareholders, is required in connection therewith. (b) This Agreement has been duly authorizedand each agreement, document and instrument executed and delivered by Seller and is the legalSeller Guarantor pursuant to this Agreement constitutes, or when executed and delivered will constitute, valid and binding obligation obligations of Seller and Seller Guarantor, respectively, enforceable in accordance with its their terms. The execution, delivery and each of the Seller Ancillary Agreements has been duly authorized performance by Seller and, as applicable, each other and Seller Party thereto, and upon execution and delivery by the applicable Seller Party will be a legal, valid and binding obligation of such Seller Party enforceable in accordance with its terms, subject to the Enforceability Exceptions. (b) Neither the execution and delivery Guarantor of this Agreement or any of the Seller Ancillary Agreements or the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the termsand each such agreement, conditions document and provisions hereof or thereof willinstrument: (i) conflict withdoes not and will not violate any provision of the Memorandum of Association of Seller or the Certificate of Incorporation and By-laws of Seller Guarantor; (ii) does not and will not violate any laws of England and Wales, the United States, or, to the best of its knowledge, any nation, state or other jurisdiction applicable to Seller or Seller Guarantor; (iii) does not require Seller or Seller Guarantor to obtain any approval, consent or waiver other than Required Consents or make any filing prior to or on the Closing Date or, solely as a result of the consummation of the transactions contemplated by this Agreement, following the Closing Date with any person or entity (governmental or otherwise) that has not been obtained or made; and (iv) does not and will not result in a breach of the terms, conditions or provisions of, or constitute a defaultdefault under, an event accelerate any obligation under, or give rise to a right of default termination of any indenture or an event creating rights loan or credit agreement or any other agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which Seller or Seller Guarantor is a party or by which the property of acceleration, termination Seller or cancellation Seller Guarantor is bound or a change in rights underaffected, or result in the creation or imposition of any Encumbrance upon mortgage, pledge, lien, security interest or other charge or encumbrance on any of the Purchased Subject Assets, under (A) the charter or by-laws of any Seller Party, (B) any Seller Agreement, (C) any other material note, instrument, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which any Seller Party is a party or any of the Purchased Assets is subject or by which any Seller Party is bound, (D) any Court Order to which a Seller Party is a party or any of the Purchased Assets is subject or by which a Seller Party is bound, or (E) any Requirements of Laws affecting any Seller Party, the Purchased Assets or the Business; or (ii) except as set forth on Schedule 5.3(B)(ii), require the approval, consent, authorization or act of, or the making by any Seller Party of any declaration, filing or registration with, any Governmental Body.

Authority of Seller. (a) Seller and each other Seller Party has full all requisite right, power and authority to executeenter into the Transaction Documents to which it is a party and, deliver and perform this Agreement and all of subject to the Seller Ancillary AgreementsStockholder Approval, to perform its covenants and obligations hereunder and to consummate the Transaction. The execution, delivery and performance of this Agreement and the Transaction Documents to which Seller Ancillary Agreements by Seller and, as applicable, each other Seller Party, is a party have been duly authorized by all necessary action on the part of Seller, and approved by Seller’s and, as applicable, each no other action on the part of Seller Party’s board of directors and do not require any further authorization or consent of any Seller Party or their respective equityholdersis required in connection therewith. This Agreement has been been, and each of the Transaction Documents to which Seller is a party will be, at the Closing, duly authorizedexecuted and delivered by Seller, assuming the due authorization, execution and delivery by the other parties hereto and thereto (other than Seller and the Seller Subsidiaries). The Transaction Documents constitute, or will when executed and delivered by Seller and is the legalconstitute, valid and binding obligation obligations of Seller Seller, enforceable in accordance with its their respective terms, except as such enforceability may be subject to applicable bankruptcy, reorganization, insolvency, moratorium and each similar Legal Requirements affecting the enforcement of creditors’ rights generally and by general principles of equity. The affirmative vote of the holders of a majority of all the shares of Seller Ancillary Agreements Common Stock issued and outstanding on the record date set for the meeting of Seller’s stockholders to approve and adopt this Agreement (such approval, the “Seller Stockholder Approval”) is the only vote of the holders of capital stock of Seller necessary to approve this Agreement and approve the Transaction under applicable Legal Requirements and the Seller Organizational Documents. The Board of Directors of Seller has been duly authorized by taken all necessary action so that the restrictions of Section 203 of the Delaware General Corporation Law, the Rights Agreement and any takeover, anti-takeover, moratorium, “fair price”, “control share” or other similar Legal Requirement enacted under any Legal Requirement applicable to Seller and, as applicable, each other or any Seller Party theretoSubsidiary do not, and upon execution and delivery by the applicable Seller Party will be a legalnot, valid and binding obligation of such Seller Party enforceable in accordance with its terms, subject apply to the Enforceability Exceptions. (b) Neither the execution and delivery of this Agreement or any of the Seller Ancillary Agreements or the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will: (i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a change in rights under, or result in the creation or imposition of any Encumbrance upon any of the Purchased Assets, under (A) the charter or by-laws of any Seller Party, (B) any Seller Agreement, (C) any other material note, instrument, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which any Seller Party is a party or any of the Purchased Assets is subject or by which any Seller Party is bound, (D) any Court Order to which a Seller Party is a party or any of the Purchased Assets is subject or by which a Seller Party is bound, or (E) any Requirements of Laws affecting any Seller Party, the Purchased Assets or the Business; or (ii) except as set forth on Schedule 5.3(B)(ii), require the approval, consent, authorization or act of, or the making by any Seller Party of any declaration, filing or registration with, any Governmental BodyTransaction.

Authority of Seller. (a) Seller and each other Seller Party has full power and authority to execute, deliver and perform enter into this Agreement and all of the other Transaction Documents to which Seller Ancillary Agreementsis a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Seller of this Agreement and any other Transaction Document to which Seller is a party, the Seller Ancillary Agreements performance by Seller and, as applicable, each other of its obligations hereunder and thereunder and the consummation by Seller Party, of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite action on the part of Seller’s and, as applicable, each other Seller Party’s board of directors and do not require any further authorization or consent of any Seller Party or their respective equityholders. This Agreement has been duly authorized, executed and delivered by Seller Seller, and is the (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except that (a) such enforcement may be subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws, now or hereafter in effect, relating to or limiting creditors’ rights generally and each (b) the remedy of specific performance and injunctive and other forms of equitable relief, may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. When each other Transaction Document to which Seller Ancillary Agreements is or will be a party has been duly authorized executed and delivered by Seller and(assuming due authorization, as applicable, each other Seller Party thereto, and upon execution and delivery by the applicable Seller Party each other party thereto), such Transaction Document will be constitute a legal, valid legal and binding obligation of such Seller Party enforceable against it in accordance with its terms, subject to the Enforceability Exceptions. (b) Neither the execution and delivery of this Agreement or any of the Seller Ancillary Agreements or the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will: except that (i) conflict withsuch enforcement may be subject to any bankruptcy, result in a breach of the termsinsolvency, conditions or provisions ofreorganization, or constitute a defaultmoratorium, an event of default or an event creating rights of acceleration, termination or cancellation or a change in rights under, or result in the creation or imposition of any Encumbrance upon any of the Purchased Assets, under (A) the charter or by-laws of any Seller Party, (B) any Seller Agreement, (C) any other material note, instrument, agreement, mortgage, lease, license, franchise, permit fraudulent transfer or other authorizationlaws, rightnow or hereafter in effect, restriction relating to or obligation to which any Seller Party is a party or any of the Purchased Assets is subject or by which any Seller Party is bound, (D) any Court Order to which a Seller Party is a party or any of the Purchased Assets is subject or by which a Seller Party is bound, or (E) any Requirements of Laws affecting any Seller Party, the Purchased Assets or the Business; or limiting creditors’ rights generally and (ii) except as set forth on Schedule 5.3(B)(ii)the remedy of specific performance and injunctive and other forms of equitable relief, require may be subject to equitable defenses and to the approval, consent, authorization or act of, or discretion of the making by court before which any Seller Party of any declaration, filing or registration with, any Governmental Bodyproceeding therefor may be brought.

Authority of Seller. (a) Seller and each other Seller Party has full power and authority to execute, deliver and perform this Agreement and all of the Seller Ancillary AgreementsAgreements to which it is a party. The execution, delivery and performance of this Agreement and the such Seller Ancillary Agreements by Seller and, as applicable, each other Seller Party, have has been duly authorized and approved by Seller’s and, as applicable, each other Seller Party’s board Board of directors Directors and do does not require any further authorization or consent on the part of any Seller Party or their respective equityholdersSeller. This Agreement has been duly authorized, executed and delivered by Seller and is the legal, valid and binding obligation of Seller enforceable in accordance with its terms, and each of the Seller Ancillary Agreements to which Seller is a party has been duly authorized by Seller and, as applicable, each other Seller Party thereto, and upon execution and delivery by the applicable Seller Party will be a legal, valid and binding obligation of such Seller Party enforceable in accordance with its terms, subject to the Enforceability Exceptionsbankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditor’s rights and to general equity principles. (b) Neither Except as set forth in Section 5.2 of the Seller Disclosure Schedule, neither the execution and delivery by Seller of this Agreement or any of the Seller Ancillary Agreements or the consummation of any of the transactions Transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will: (i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a change in loss of rights under, or result in the creation or imposition of any Encumbrance upon any of the Purchased Assets, under (A) the charter certificate of incorporation or by-laws of any Seller PartySeller, (B) any Seller Agreement, (C) any other material note, instrument, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which Seller is a party (other than the Assigned Contracts, which are addressed in Section 5.8), (C) any Court Order to which Seller Party is a party or any of the Purchased Assets is subject or by which any Seller Party is bound, bound or (D) any Court Order to which a Seller Party is a party or any of the Purchased Assets is subject or by which a Seller Party is bound, or (E) any Requirements of Laws affecting any Seller PartySeller, the Purchased Assets or the Business, except, in the case of clause (B), (C) or (D), the effect of which would not be reasonably expected to have a Material Adverse Effect; or (ii) except as set forth on Schedule 5.3(B)(ii), require the approval, consent, authorization or act of, or the making by any Seller Party of any declaration, filing or registration with, any Governmental BodyPerson, except pursuant to the applicable provisions of United States federal and state laws relating to the regulation of broker-dealers and the rules and regulations of the SEC, applicable state securities commissions, and the securities exchanges, boards of trade or other industry self-regulatory organizations of which Seller is a member (each of which is listed in Section 5.2 of the Seller Disclosure Schedule).

Authority of Seller. (a) Seller and each other Seller Party has full corporate power and authority to execute, deliver and perform enter into this Agreement and all of the Ancillary Documents to which Seller Ancillary Agreementsis a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Seller of this Agreement and any Ancillary Document to which Seller is a party, the Seller Ancillary Agreements performance by Seller and, as applicable, each other of its obligations hereunder and thereunder and the consummation by Seller Party, of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part of Seller’s and, as applicable, each other Seller Party’s board of directors and do not require any further authorization or consent of any Seller Party or their respective equityholders. This Agreement has been duly authorized, executed and delivered by Seller Seller, and is the (assuming due authorization, execution and delivery by Xxxxx) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, and . When each of the Ancillary Document to which Seller Ancillary Agreements is or will be a party has been duly authorized executed and delivered by Seller and(assuming due authorization, as applicable, each other Seller Party thereto, and upon execution and delivery by the applicable Seller Party each other party thereto), such Ancillary Document will be constitute a legal, valid legal and binding obligation of such Seller Party enforceable against it in accordance with its terms, subject to the Enforceability Exceptions. (b) Neither the execution The Board of Directors of Seller, by resolutions duly adopted by a unanimous vote at a meeting of all directors of Seller duly called and delivery of held (or by action by written consent) and, not subsequently rescinded or modified in any way, has: (i) determined that this Agreement or any of and the transactions contemplated hereby, upon the terms and subject to the conditions set forth herein, are fair to, and in the best interests of, Seller Ancillary Agreements or and the Seller's stockholders; (ii) approved and declared advisable this Agreement, including the execution, delivery, and performance thereof, and the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will: (i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a change in rights under, or result in the creation or imposition of any Encumbrance upon any of the Purchased Assets, under (A) the charter or by-laws of any Seller Party, (B) any Seller by this Agreement, upon the terms and subject to the conditions set forth herein; (Ciii) any other material note, instrument, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation directed that this Agreement be submitted to which any Seller Party is a party or any vote of the Purchased Assets is subject Seller’s stockholders for adoption at a special meeting thereof or by which any Seller Party is bound, action by written consent; and (Div) any Court Order resolved to which a Seller Party is a party or any recommend that Seller’s stockholders vote in favor of adoption of this Agreement in accordance with the Purchased Assets is subject or by which a Seller Party is bound, or DGCL (E) any Requirements of Laws affecting any Seller Partycollectively, the Purchased Assets or the Business; or (ii) except as set forth on Schedule 5.3(B)(ii"Seller Board Recommendation"), require the approval, consent, authorization or act of, or the making by any Seller Party of any declaration, filing or registration with, any Governmental Body.

Authority of Seller. (a) Seller and each other Seller Party has full all necessary corporate power and authority to execute, execute and deliver and perform this Agreement and all of the other Transaction Documents to which Seller Ancillary Agreementsis or will be a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Seller of this Agreement and any other Transaction Document to which Seller is or will be a party, the Seller Ancillary Agreements performance by Seller and, as applicable, each other of its obligations hereunder and thereunder and the consummation by Seller Party, of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate action on the part of Seller and approved by Seller’s and, as applicable, each no other proceedings on the part of Seller Party’s board or any holder of directors and do not require any further authorization its equity is required to authorize this Agreement or consent of any the other Transaction Documents to which it is or will be a party or for Seller Party to consummate the transactions contemplated hereby or their respective equityholdersthereby. This Agreement has been duly authorized, executed and delivered by Seller and is the legal, valid and binding obligation of Seller enforceable in accordance with its termsSeller, and each of the Seller Ancillary Agreements has been duly authorized by Seller and(assuming due authorization, as applicable, each other Seller Party thereto, and upon execution and delivery by the applicable Seller Party will be Buyer) this Agreement constitutes a legal, valid and binding obligation of such Seller, enforceable against Seller Party enforceable in accordance with its terms, subject except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). At the Closing, each other Transaction Document to the Enforceability Exceptions. which Seller is or will be a party will have been duly executed and delivered by Seller, and (b) Neither the assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of this Agreement or any of the Seller Ancillary Agreements or the consummation of any of the transactions contemplated hereby or thereby nor compliance enforceable against it in accordance with or fulfillment of the its terms, conditions except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and provisions hereof or thereof will: by general principles of equity (i) conflict with, result regardless of whether enforcement is sought in a breach of the terms, conditions proceeding at law or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a change in rights under, or result in the creation or imposition of any Encumbrance upon any of the Purchased Assets, under (A) the charter or by-laws of any Seller Party, (B) any Seller Agreement, (C) any other material note, instrument, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which any Seller Party is a party or any of the Purchased Assets is subject or by which any Seller Party is bound, (D) any Court Order to which a Seller Party is a party or any of the Purchased Assets is subject or by which a Seller Party is bound, or (E) any Requirements of Laws affecting any Seller Party, the Purchased Assets or the Business; or (ii) except as set forth on Schedule 5.3(B)(iiequity), require the approval, consent, authorization or act of, or the making by any Seller Party of any declaration, filing or registration with, any Governmental Body.

Authority of Seller. (a) Seller and each has all necessary corporate or other Seller Party has full power and authority to execute, deliver and perform enter into this Agreement and the other Transaction Documents to which Seller is a party, to carry out its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each Seller Subsidiary has all of necessary corporate or other power and authority to enter into the Transaction Documents to which such Seller Ancillary AgreementsSubsidiary is a party, to carry out its respective obligations thereunder and to consummate the transactions contemplated thereby. The execution, execution and delivery and performance by Seller of this Agreement and any other Transaction Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller and the Seller Ancillary Agreements by Seller and, as applicable, each other Seller Party, Subsidiaries of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. The execution and approved delivery by Seller’s and, as applicable, each other Seller Party’s board of directors and do not require any further authorization or consent Subsidiary of any Transaction Document to which such Seller Party Subsidiary is a party, the performance by such Subsidiary of its obligations thereunder and the consummation by such Seller Subsidiary of the transactions contemplated thereby have been duly authorized by all requisite corporate or their respective equityholdersother action on the part of such Seller Subsidiary. This Agreement has been duly authorizedexecuted and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity. At the Closing, each Transaction Document shall have been duly executed and delivered by Seller and/or the Seller Subsidiaries, as applicable, and is the (assuming due authorization, execution and delivery by Buyer) each such Transaction Document shall constitute a legal, valid and binding obligation of Seller and/or such Seller Subsidiary, enforceable against Seller and/or such Seller Subsidiary in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and each by general principles of the Seller Ancillary Agreements has been duly authorized by Seller and, as applicable, each other Seller Party thereto, and upon execution and delivery by the applicable Seller Party will be a legal, valid and binding obligation equity (regardless of such Seller Party enforceable in accordance with its terms, subject to the Enforceability Exceptions. (b) Neither the execution and delivery of this Agreement or any of the Seller Ancillary Agreements or the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will: (i) conflict with, result whether enforcement is sought in a breach of the terms, conditions proceeding at law or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a change in rights under, or result in the creation or imposition of any Encumbrance upon any of the Purchased Assets, under (A) the charter or by-laws of any Seller Party, (B) any Seller Agreement, (C) any other material note, instrument, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which any Seller Party is a party or any of the Purchased Assets is subject or by which any Seller Party is bound, (D) any Court Order to which a Seller Party is a party or any of the Purchased Assets is subject or by which a Seller Party is bound, or (E) any Requirements of Laws affecting any Seller Party, the Purchased Assets or the Business; or (ii) except as set forth on Schedule 5.3(B)(iiequity), require the approval, consent, authorization or act of, or the making by any Seller Party of any declaration, filing or registration with, any Governmental Body.

Authority of Seller. (a) Seller and each other Seller Party has full corporate power and authority to execute, deliver and perform enter into this Agreement and all of the Ancillary Documents to which Seller Ancillary Agreementsis a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Seller of this Agreement and any Ancillary Document to which Seller is a party, the Seller Ancillary Agreements performance by Seller and, as applicable, each other of its obligations hereunder and thereunder and the consummation by Seller Party, of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part of Seller’s and, as applicable, each other Seller Party’s board of directors and do not require any further authorization or consent of any Seller Party or their respective equityholders. This Agreement has been duly authorized, executed and delivered by Seller Seller, and is the (assuming due authorization, execution and delivery by Bxxxx) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, and . When each of the Ancillary Document to which Seller Ancillary Agreements is or will be a party has been duly authorized executed and delivered by Seller and(assuming due authorization, as applicable, each other Seller Party thereto, and upon execution and delivery by the applicable Seller Party each other party thereto), such Ancillary Document will be constitute a legal, valid legal and binding obligation of such Seller Party enforceable against it in accordance with its terms, terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (collectively, the “Enforceability Exceptions. (b) Neither ”). As of the execution date hereof, Seller has delivered to Buyer all requisite approvals for the execution, delivery and delivery performance by Seller of this Agreement or any of and the Seller Ancillary Agreements or Documents to which it is a party, and the consummation of any of the transactions contemplated hereby or and thereby nor compliance with or fulfillment from (x) the board of directors of Seller, (y) the sole holder of the termscapital stock of Seller (the “Stockholder Approval”), conditions and provisions hereof or thereof will: (i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a change in rights under, or result in the creation or imposition of any Encumbrance upon any of the Purchased Assets, under (Az) the charter or by-laws board of directors of Parent, in each case, as required by applicable Law (including, but not limited to, any Seller Party, (Bsecurities Laws) any Seller Agreement, (C) any other material note, instrument, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which any Seller Party is a party or any of the Purchased Assets is subject or by which any Seller Party is bound, (D) any Court Order to which a Seller Party is a party or any of the Purchased Assets is subject or by which a Seller Party is bound, or (E) any Requirements of Laws affecting any Seller Party, the Purchased Assets or the Business; or (ii) except governing documents of Seller or Parent, as set forth on Schedule 5.3(B)(ii), require the approval, consent, authorization or act of, or the making by any Seller Party of any declaration, filing or registration with, any Governmental Bodyapplicable.

Authority of Seller. (a) Such Seller and each other Seller Party has full power and authority to execute, deliver and perform enter into this Agreement and all of the other Transaction Documents to which such Seller Ancillary Agreementsis a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by such Seller of this Agreement and any other Transaction Document to which such Seller is a party, the performance by such Seller Ancillary Agreements of its obligations hereunder and thereunder and the consummation by such Seller and, as applicable, each other Seller Party, of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite trust action on the part of such Seller’s and, as applicable, each other Seller Party’s board of directors and do not require any further authorization or consent of any Seller Party or their respective equityholders. This Agreement has been duly authorized, executed and delivered by Seller and is the legal, valid and binding obligation of Seller enforceable in accordance with its termssuch Seller, and each of the Seller Ancillary Agreements has been duly authorized by Seller and(assuming due authorization, as applicable, each other Seller Party thereto, and upon execution and delivery by the applicable Seller Party will be Buyer) this Agreement constitutes a legal, valid and binding obligation of such Seller Party enforceable against such Seller in accordance with its terms, except that (a) such enforcement may be subject to the Enforceability Exceptions. any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws, now or hereafter in effect, relating to or limiting creditors’ rights generally and (b) Neither the remedy of specific performance and injunctive and other forms of equitable relief, may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. When each other Transaction Document to which such Seller is or will be a party has been duly executed and delivered by such Seller (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of this Agreement or any of the such Seller Ancillary Agreements or the consummation of any of the transactions contemplated hereby or thereby nor compliance enforceable against it in accordance with or fulfillment of the its terms, conditions and provisions hereof or thereof will: except that (i) conflict withsuch enforcement may be subject to any bankruptcy, result in a breach of the termsinsolvency, conditions or provisions ofreorganization, or constitute a defaultmoratorium, an event of default or an event creating rights of acceleration, termination or cancellation or a change in rights under, or result in the creation or imposition of any Encumbrance upon any of the Purchased Assets, under (A) the charter or by-laws of any Seller Party, (B) any Seller Agreement, (C) any other material note, instrument, agreement, mortgage, lease, license, franchise, permit fraudulent transfer or other authorizationlaws, rightnow or hereafter in effect, restriction relating to or obligation to which any Seller Party is a party or any of the Purchased Assets is subject or by which any Seller Party is bound, (D) any Court Order to which a Seller Party is a party or any of the Purchased Assets is subject or by which a Seller Party is bound, or (E) any Requirements of Laws affecting any Seller Party, the Purchased Assets or the Business; or limiting creditors’ rights generally and (ii) except as set forth on Schedule 5.3(B)(ii)the remedy of specific performance and injunctive and other forms of equitable relief, require may be subject to equitable defenses and to the approval, consent, authorization or act of, or discretion of the making by court before which any Seller Party of any declaration, filing or registration with, any Governmental Bodyproceeding therefor may be brought.

Authority of Seller. (a) Such Seller and each other Seller Party has full power and authority to execute, deliver and perform enter into this Agreement and all of the other Transaction Documents to which such Seller Ancillary Agreementsis a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by such Seller of this Agreement and any other Transaction Document to which such Seller is a party, the performance by such Seller Ancillary Agreements of its obligations hereunder and thereunder and the consummation by such Seller and, as applicable, each other Seller Party, of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite action on the part of such Seller’s and, as applicable, each other Seller Party’s board of directors and do not require any further authorization or consent of any Seller Party or their respective equityholders. This Agreement has been duly authorized, executed and delivered by Seller and is the legal, valid and binding obligation of Seller enforceable in accordance with its termssuch Seller, and each of the Seller Ancillary Agreements has been duly authorized by Seller and(assuming due authorization, as applicable, each other Seller Party thereto, and upon execution and delivery by the applicable Seller Party will be Buyer) this Agreement constitutes a legal, valid and binding obligation of such Seller Party enforceable against such Seller in accordance with its terms, except that (a) such enforcement may be subject to the Enforceability Exceptions. any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws, now or hereafter in effect, relating to or limiting creditors’ rights generally and (b) Neither the remedy of specific performance and injunctive and other forms of equitable relief, may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. When each other Transaction Document to which such Seller is or will be a party has been duly executed and delivered by such Seller (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of this Agreement or any of the such Seller Ancillary Agreements or the consummation of any of the transactions contemplated hereby or thereby nor compliance enforceable against it in accordance with or fulfillment of the its terms, conditions and provisions hereof or thereof will: except that (i) conflict withsuch enforcement may be subject to any bankruptcy, result in a breach of the termsinsolvency, conditions or provisions ofreorganization, or constitute a defaultmoratorium, an event of default or an event creating rights of acceleration, termination or cancellation or a change in rights under, or result in the creation or imposition of any Encumbrance upon any of the Purchased Assets, under (A) the charter or by-laws of any Seller Party, (B) any Seller Agreement, (C) any other material note, instrument, agreement, mortgage, lease, license, franchise, permit fraudulent transfer or other authorizationlaws, rightnow or hereafter in effect, restriction relating to or obligation to which any Seller Party is a party or any of the Purchased Assets is subject or by which any Seller Party is bound, (D) any Court Order to which a Seller Party is a party or any of the Purchased Assets is subject or by which a Seller Party is bound, or (E) any Requirements of Laws affecting any Seller Party, the Purchased Assets or the Business; or limiting creditors’ rights generally and (ii) except as set forth on Schedule 5.3(B)(ii)the remedy of specific performance and injunctive and other forms of equitable relief, require may be subject to equitable defenses and to the approval, consent, authorization or act of, or discretion of the making by court before which any Seller Party of any declaration, filing or registration with, any Governmental Bodyproceeding therefor may be brought.

Authority of Seller. (a) Seller and each other Seller Party has full corporate power and authority to execute, deliver and perform enter into this Agreement and all of the Ancillary Documents to which Seller Ancillary Agreementsis or will be a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance Board of Directors of Seller has recommended to the stockholders of Seller that they vote in favor of this Agreement and the Seller Ancillary Agreements Documents, and the transactions contemplated hereby and thereby. The execution and delivery by Seller andof this Agreement and any Ancillary Document to which Seller is or will be a party, as applicablethe performance by Seller of its obligations hereunder and thereunder, each other and the consummation by Seller Party, of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on the part of Seller’s and, as applicable, each other Seller Party’s board of directors and do not require any further authorization or consent of any Seller Party or their respective equityholders. This Agreement has been duly authorized, executed and delivered by Seller Seller, and is the (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar Laws affecting creditors’ rights generally and by the availability of equitable remedies. When each Ancillary Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar Laws affecting creditors’ rights generally and by the availability of equitable remedies. (b) Each Seller Affiliate has full limited liability power and authority to enter into the Ancillary Documents to which it is or will be a party, to carry out its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by each Seller Affiliate of any Ancillary Document to which it is or will be a party, the performance by such Seller Affiliate of its obligations thereunder, and the consummation by such Seller Affiliate of the Seller Ancillary Agreements has transactions contemplated thereby have been duly authorized by all requisite limited liability company action on the part of such Seller andAffiliate. When each Ancillary Document to which any Seller Affiliate is or will be a party has been duly executed and delivered by such Seller Affiliate (assuming due authorization, as applicable, each other Seller Party thereto, and upon execution and delivery by the applicable Seller Party each other party thereto), such Ancillary Document will be constitute a legal, valid legal and binding obligation of such Seller Party Affiliate enforceable against it in accordance with its terms, subject to the Enforceability Exceptions. (b) Neither the execution and delivery of this Agreement or any of the Seller Ancillary Agreements or the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the termsexcept as enforceability may be limited by bankruptcy, conditions and provisions hereof or thereof will: (i) conflict withinsolvency, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a change in rights under, or result in the creation or imposition of any Encumbrance upon any of the Purchased Assets, under (A) the charter or by-laws of any Seller Party, (B) any Seller Agreement, (C) any other material note, instrument, agreement, mortgage, lease, license, franchise, permit reorganization or other authorization, right, restriction or obligation to which any Seller Party is a party or any of the Purchased Assets is subject or by which any Seller Party is bound, (D) any Court Order to which a Seller Party is a party or any of the Purchased Assets is subject or by which a Seller Party is bound, or (E) any Requirements of similar Laws affecting any Seller Party, creditors’ rights generally and by the Purchased Assets or the Business; or (ii) except as set forth on Schedule 5.3(B)(ii), require the approval, consent, authorization or act of, or the making by any Seller Party availability of any declaration, filing or registration with, any Governmental Bodyequitable remedies.

Authority of Seller. (a) Each Seller and each other Seller Party Retain has full power and authority to execute, deliver and perform this Agreement and all of the Seller Ancillary AgreementsAgreements to be executed, delivered and performed by such Seller or Retain. The execution, delivery and performance of this Agreement and the such Seller Ancillary Agreements by such Seller and, as applicable, each other Seller Party, or Retain have been duly authorized and approved by such Seller’s and, as applicable, each other Seller Partyor Retain’s board of directors and the shareholders of Seller or Retain and do not require any further authorization or consent of any Seller Party or Retain or their respective equityholdersshareholders. This Agreement has been duly authorized, executed and delivered by each Seller and Retain and is the legal, valid and binding obligation of each Seller and Retain enforceable in accordance with its terms, and each of the Seller Ancillary Agreements to be executed, delivered and performed by Sellers or Retain has been or will be duly authorized by each Seller or Retain and is, or upon execution shall be, a legal, valid and binding obligation of each Seller or Retain enforceable in accordance with its terms, except as such enforceability may be subject to the laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies. (b) Each Owner has the legal right, power and capacity to execute, deliver and perform this Agreement and all of the Seller Ancillary Agreements to be executed, delivered and performed by such Owner. The execution, delivery and performance of this Agreement and each such Seller Ancillary Agreement by such Owner do not require any further authorization or consent of any Seller or Retain, or any other Owner. This Agreement has been duly authorized executed and delivered by Seller andeach Owner and is the legal, as applicable, each other Seller Party theretovalid and binding obligation of such Owner enforceable in accordance with its terms, and each of the Seller Ancillary Agreements to be executed, delivered and performed by such Owner is, or upon execution and delivery by the applicable Seller Party will be shall be, a legal, valid and binding obligation of such Seller Party Owner enforceable in accordance with its terms, except as such enforceability may be subject to the Enforceability Exceptionslaws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies. (bc) Neither Except as set forth in Schedule 5.3, neither the execution and delivery of this Agreement or any of the Seller Ancillary Agreements or Agreements, the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will: (i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a change in loss of rights under, or result in the creation or imposition of any Encumbrance upon any of the Purchased Assets, under (A) the charter Articles of Incorporation or by-laws the bylaws of any Seller Partyor Retain, (B) any Seller Agreement, (C) any other material note, instrument, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which any Seller Party or Retain or any Owner is a party or any of the Purchased Assets is subject or by which any Seller Party Seller, Retain or any Owner is bound, (D) any Court Order to which a Seller Party any Seller, Retain or any Owner is a party or any of the Purchased Assets is subject or by which a Seller Party any Seller, Retain or any Owner is bound, or (E) any Requirements Requirement of Laws affecting Law generally recognized as applicable to any Seller PartySeller, Retain, any Owner or the Purchased Assets or the BusinessAssets; or (ii) except as set forth on Schedule 5.3(B)(ii), require the approval, consent, authorization or act of, or the making by any Seller Party Seller, Retain or any Owner of any declaration, filing or registration with, any Person or Governmental Body.

Authority of Seller. (a) Seller and each other Seller Party has full corporate power and -------------------- authority to execute, execute and deliver and perform this Agreement and all of to sell, assign, transfer and convey the Seller Ancillary AgreementsStock to Purchaser pursuant to this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Seller, and the Seller Ancillary Agreements consummation by Seller and, as applicable, each other Seller Partyit of the transactions contemplated hereby, have been duly authorized and approved by all necessary corporate action on the part of Seller’s and, as applicable, each other Seller Party’s board of directors and do not require any further authorization or consent of any Seller Party or their respective equityholders. This Agreement has been duly authorizedand validly executed and delivered by Seller and, assuming due execution and delivery by Purchaser, constitutes a valid and binding agreement of Seller enforceable against Seller in accordance with its terms. (b) The Seller and each of the Seller Affiliates has full corporate power and authority to execute and deliver the Ancillary Agreements to which each is a party, to perform their respective obligations thereunder and to consummate the transactions contemplated thereby. The execution, delivery and performance by Seller and each of the Seller Affiliates of the Ancillary Agreements to which each is a party, and the consummation by it of the transactions contemplated thereby, have been duly authorized by all necessary corporate action on the part of Seller and the Seller Affiliates. The Ancillary Agreements to which the Seller and each of the Seller Affiliates is a party have been duly and validly executed and delivered by Seller and is the legal, valid and binding obligation of Seller enforceable in accordance with its terms, and each of the Seller Ancillary Agreements has been duly authorized by Seller Affiliates and, as applicable, each other Seller Party thereto, and upon assuming due execution and delivery by Purchaser, as the applicable Seller Party will be a legalcase may be, constitute valid and binding obligation agreements of such Seller Party and the Seller Affiliates enforceable against Seller and the Seller Affiliates in accordance with its their terms, subject to the Enforceability Exceptions. (b) Neither the execution and delivery of this Agreement or any of the Seller Ancillary Agreements or the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will: (i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a change in rights under, or result in the creation or imposition of any Encumbrance upon any of the Purchased Assets, under (A) the charter or by-laws of any Seller Party, (B) any Seller Agreement, (C) any other material note, instrument, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which any Seller Party is a party or any of the Purchased Assets is subject or by which any Seller Party is bound, (D) any Court Order to which a Seller Party is a party or any of the Purchased Assets is subject or by which a Seller Party is bound, or (E) any Requirements of Laws affecting any Seller Party, the Purchased Assets or the Business; or (ii) except as set forth on Schedule 5.3(B)(ii), require the approval, consent, authorization or act of, or the making by any Seller Party of any declaration, filing or registration with, any Governmental Body.

Authority of Seller. (a) Seller is a limited liability company duly organized and each other existing and in current standing in the State of Wisconsin. Seller Party has the full power right and authority to execute, deliver and perform enter into this Agreement and all of consummate the transactions contemplated hereby. All requisite action has been taken by Seller Ancillary Agreements. The execution, delivery and performance in connection with the execution of this Agreement and the Seller Ancillary Agreements by Seller and, as applicable, each other Seller Party, have been duly authorized documents referenced herein and approved by Seller’s and, as applicable, each other Seller Party’s board of directors and do not require any further authorization or consent of any Seller Party or their respective equityholders. This Agreement has been duly authorized, executed and delivered by Seller and is the legal, valid and binding obligation of Seller enforceable in accordance with its terms, and each of the Seller Ancillary Agreements has been duly authorized by Seller and, as applicable, each other Seller Party thereto, and upon execution and delivery by the applicable Seller Party will be a legal, valid and binding obligation of such Seller Party enforceable in accordance with its terms, subject to the Enforceability Exceptions. (b) Neither the execution and delivery of this Agreement or any of the Seller Ancillary Agreements or the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment hereby. Each of the termspersons signing this Agreement on behalf of Seller is authorized to do so, conditions and provisions hereof or thereof will: (i) conflict withno third party consent is required for Seller to consummate the transaction contemplated hereunder. PURCHASER HEREBY AGREES THAT, result in a breach of the termsIN CONNECTION WITH PURCHASING THE REAL PROPERTY, conditions or provisions ofOTHER THAN SUCH WARRANTIES, or constitute a defaultPROMISES, an event of default or an event creating rights of accelerationGUARANTEES AND REPRESENTATIONS AS ARE EXPRESSLY SET FORTH HEREIN, termination or cancellation or a change in rights underPURCHASER IS NOT RELYING UPON ANY WARRANTIES, or result in the creation or imposition of any Encumbrance upon any of the Purchased AssetsPROMISES, under (A) the charter or by-laws of any Seller PartyGUARANTEES OR REPRESENTATIONS REGARDING THE PHYSICAL CONDITION OF THE REAL PROPERTY, (B) any Seller AgreementITS SUITABILITY FOR ANY PARTICULAR PURPOSE, (C) any other material noteOR ITS COMPLIANCE WITH ANY ZONING OR OTHER LAWS OR ORDINANCES REGULATING THE USE OF THE REAL PROPERTY, instrumentWHETHER MADE BY SELLER OR ANYONE ACTING OR CLAIMING TO ACT ON BEHALF OF SELLER IN PURCHASING THE REAL PROPERTY, agreementAND THAT PURCHASER IS PURCHASING THE REAL PROPERTY ON AN “AS IS,” “WHERE IS” BASIS WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WHATSOEVER BEING MADE BY SELLER. IN THE EVENT ANY EXPRESS OR IMPLIED WARRANTIES HAVE BEEN MADE REGARDING THE REAL PROPERTY OR THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which any Seller Party is a party or any of the Purchased Assets is subject or by which any Seller Party is bound, (D) any Court Order to which a Seller Party is a party or any of the Purchased Assets is subject or by which a Seller Party is bound, or (E) any Requirements of Laws affecting any Seller Party, the Purchased Assets or the Business; or (ii) except as set forth on Schedule 5.3(B)(ii), require the approval, consent, authorization or act of, or the making by any Seller Party of any declaration, filing or registration with, any Governmental BodySELLER HEREBY DISCLAIMS AND DENIES SUCH REPRESENTATIONS OR WARRANTIES.