Common use of Authority of the Company Clause in Contracts

Authority of the Company. (a) The Company has full right, authority and power to enter into this Agreement and each agreement, document and instrument to be executed and delivered by the Company pursuant to, or as contemplated by, this Agreement and to carry out the transactions contemplated hereby and thereby. The execution, delivery and performance by the Company of this Agreement and each such other agreement, document and instrument have been duly authorized by all necessary action of the Company and the Stockholders (including without limitation under Section 251 of the Delaware General Corporation Law), and no other action on the part of the Company or any Stockholder is required in connection therewith. This Agreement and each agreement, document and instrument executed and delivered by the Company pursuant to, or as contemplated by, this Agreement constitutes, or when executed and delivered will constitute, valid and binding obligations of the Company enforceable in accordance with their terms. The execution, delivery and performance by the Company of this Agreement and each such other agreement, document and instrument: (i) does not and will not violate any provision of the Certificate of Incorporation or By-laws of the Company, each as amended to date; (ii) does not and will not violate any laws of the United States, or any state or other jurisdiction (domestic or foreign) applicable to the Company or require the Company 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, except as specifically identified in Schedule 3.5 or Schedule 3.7 which approvals, consents and waivers identified in such Schedules shall have been received or made prior to the Closing (except, with respect to investment advisory agreements, to the extent permitted by Section 8.3 hereof with respect to the percentage of investment advisory agreements that may terminate prior to the Closing) or, at any earlier time required hereunder or under applicable laws, rules and regulations or the provisions of any agreement, contracts or instruments; and (iii) except as set forth on Schedule 3.5, does not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination of, any agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which the Company is a party or by which the property of the Company is bound or affected, or result in the creation or imposition of any Claim on any of the Company's assets or any Person's interest in the Company. (b) The Company (in its capacity as manager member of the LLC) has taken all action required by the Existing LLC Agreement and the Delaware Act to cause the LLC to enter into this Agreement and each agreement, document and instrument to be executed and delivered by the LLC pursuant to, or as contemplated by, this Agreement and to carry out the transactions

Authority of the Company. (a) The Company has full right, authority and power to enter into this Agreement and each agreement, document and instrument executed and delivered, or to be executed and delivered delivered, by the Company pursuant to, or as contemplated by, this Agreement and to carry out the transactions contemplated hereby and thereby. The execution, delivery and performance by the Company of this Agreement and each such other agreement, document and instrument have been duly authorized by all necessary action of the Company and the Stockholders (including without limitation under Section 251 of the Delaware General Corporation Law), and no other action on the part of the Company or any Stockholder the Stockholders is required in connection therewith. This Agreement and each agreement, document and instrument executed and delivered by the Company pursuant to, or as contemplated by, this Agreement constitutes, or when executed and delivered will constitute, valid and binding obligations of the Company enforceable in accordance with their terms. The execution, delivery and performance by the Company of this Agreement and each such other agreement, document and instrument: (i) does do not and will not violate any provision of the Certificate Articles of Incorporation or Byby-laws of the Company, each as amended to date; (ii) does do not and will not violate any laws of the United States, Laws or any state or other jurisdiction (domestic or foreign) Regulations applicable to the Company or by which the Company's assets are bound or require the Company 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, except as specifically identified in Schedule 3.5 or Schedule 3.7 hereto, which approvals, consents and waivers identified in such Schedules shall have been received or made prior to the Closing (except, with respect to investment advisory agreementsSchedule will, to the extent permitted by Section 8.3 hereof with respect to the percentage of investment advisory agreements that may terminate prior to the Closing) orobtained, at any earlier time required hereunder or under conform in all material respects to, and otherwise satisfy in all material respects, all contractual requirements and all Laws and Regulations applicable laws, rules and regulations or the provisions of any agreement, contracts or instrumentsthereto; and (iii) except as set forth on reflected in Schedule 3.53.5 hereto, does do not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination of, any agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which the Company is a party or by which the property of the Company is bound or affected, or result in the creation or imposition of any Claim on any of the Company's assets or any Person's interest in the CompanyCompany (including, without limitation, the Company Shares) (other than any such Claim created by AMG, other than by AMG or any other party hereto entering into this Agreement or the other agreements contemplated hereby, consummating the transactions contemplated hereby or taking any other action contemplated hereby); provided, however, that the representations in clauses (ii) and (iii) shall not apply to Advisory Contracts to the extent that receipt of consents from a party to such agreement is contemplated by Section 5.2 hereof. (b) The Company (in its capacity as manager member of the LLC) LLC has taken all action required by requisite power and authority under the Existing LLC Agreement and the Delaware Act to cause (and, after the effectiveness of the Restated LLC Agreement, under the Restated LLC Agreement and the Delaware Act) to enter into this Agreement and each agreement, document and instrument executed and delivered, or to be executed and delivered delivered, by the LLC pursuant to, or as contemplated by, this Agreement and to carry out the transactionstransactions contemplated hereby and thereby. The execution, delivery and performance by the LLC of each such agreement, document and instrument have been duly authorized by all necessary action of the LLC and the Company (in its capacity as Manager Member of the LLC), and no other action on the part of the LLC, the Company or any other member is required in connection therewith. Each agreement, document and instrument executed and delivered by the LLC pursuant to, or as contemplated by, this Agreement constitutes, or when executed and delivered will constitute, valid and binding obligations of the LLC enforceable in accordance with their terms. The execution, delivery and performance by the LLC of each such agreement, document and instrument: (i) do not and will not violate any provision of the Existing LLC Agreement or the Restated LLC Agreement; (ii) do not and will not violate any Laws or Regulations applicable to the LLC or require the LLC 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, except as specifically identified in Schedule 3.5 hereto; and (iii) do not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination of, any agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which the LLC is a party or by which the property of the LLC is bound or affected, or result in the creation or imposition of any Claim on any of the LLC's assets or of any Person's interests in the LLC (other than any such Claim created by AMG, other than by AMG or any other party hereto entering into this Agreement or the other agreements contemplated hereby, consummating the transactions contemplated hereby or taking any other action contemplated hereby).

Authority of the Company. (a) The Company has full right, power and authority and power to enter into this Agreement and each agreement, document and instrument to be executed and delivered by the Company it pursuant to, to or as contemplated by, by this Agreement (the “Other Documents”) and to carry out the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Other Document and the performance of the Company’s obligations hereunder and thereunder have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company and no stockholder votes are necessary to authorize the execution, delivery and performance of this Agreement and each Other Document. This Agreement and each Other Document constitute, or will when executed and delivered constitute, valid and binding obligations of the Company, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) The execution, delivery and performance by the Company of this Agreement and each such other agreement, document and instrument have been duly authorized by all necessary action of the Company and the Stockholders (including without limitation under Section 251 of the Delaware General Corporation Law), and no other action on the part of the Company or any Stockholder Other Document to which it is required in connection therewith. This Agreement and each agreement, document and instrument executed and delivered by the Company pursuant to, or as contemplated by, this Agreement constitutes, or when executed and delivered will constitute, valid and binding obligations of the Company enforceable in accordance with their terms. The execution, delivery and performance by the Company of this Agreement and each such other agreement, document and instrumenta party: (i) does do not and will not violate any provision of the Certificate articles of Incorporation incorporation or Byby-laws or other equivalent governing document of the Company, each as amended to dateCompany or any Subsidiary; (ii) does do not and will not violate any laws Laws of the United States, or any state or other jurisdiction (domestic or foreign) applicable to the Company or any Subsidiary, or require the Company or any Subsidiary to obtain any approval, consent or waiver of, or make any filing with, or provide notice to, any person or entity Person (governmental or otherwise) that has not been obtained or made, which violation would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, except for any actions required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as specifically identified in Schedule 3.5 amended (the “HSR Act”), or Schedule 3.7 which approvalsother competition or anti-trust related legal or regulatory requirements of foreign jurisdictions, consents and waivers identified in such Schedules shall have been received commissions or made prior to governing bodies (the Closing (except, with respect to investment advisory agreements, to the extent permitted by Section 8.3 hereof with respect to the percentage of investment advisory agreements that may terminate prior to the Closing) or, at any earlier time required hereunder or under applicable laws, rules and regulations or the provisions of any agreement, contracts or instruments“Antitrust Laws”); and (iii) except as set forth on Schedule 3.5, does do not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination termination, acceleration, modification, cancellation of, or require any notice, consent, authorization, approval or exemption under, any indenture, loan or credit agreement, or any other agreement, contract, understanding, commitment, instrument, mortgage, deed of trust, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award award, whether written or oral, to which the Company or any Subsidiary is a party or by which the property of the Company or any Subsidiary is bound or affected, (or result in the creation or imposition of any Claim on Liens upon any of their assets), except where any of the Company's assets foregoing would not, individually or any Person's interest in the Companyaggregate, reasonably be expected to have a Material Adverse Effect and except as otherwise set forth on Schedule 3.04 hereto. (b) The Company (in its capacity as manager member of the LLC) has taken all action required by the Existing LLC Agreement and the Delaware Act to cause the LLC to enter into this Agreement and each agreement, document and instrument to be executed and delivered by the LLC pursuant to, or as contemplated by, this Agreement and to carry out the transactions

Authority of the Company. (a) The Company has full right, authority and power to enter into this Agreement and each agreement, document and instrument to be executed and delivered by the Company pursuant to, or as contemplated by, this Agreement and to carry out the transactions contemplated hereby and thereby. The execution, delivery and performance by the Company of this Agreement and each such other agreement, document and instrument contemplated by this Agreement have been duly authorized by all necessary action of the Company and the Stockholders (including without limitation under Section 251 of the Delaware General Corporation Law)Stockholders, and no other action on the part of the Company or any Stockholder the Stockholders is required in connection therewith. This Agreement and each agreement, document and instrument executed and delivered by the Company pursuant to, or as contemplated by, this Agreement constitutes, or when executed and delivered will constitute, valid and binding obligations of the Company enforceable in accordance with their terms. The execution, delivery and performance by the Company of this Agreement and each such other agreement, document and instrument: (i) does not and will not violate any provision of the Certificate Articles of Incorporation Organization or By-laws of the Company, each as amended to date; (ii) does not and will not violate any laws of the United States, or any state or other jurisdiction (domestic or foreign) applicable to the Company or require the Company to obtain any approval, consent or waiver of, or make any filing with, any person Person or entity (governmental or otherwise) that has not been obtained or made, except as specifically identified in Schedule on SCHEDULE 3.5 or Schedule 3.7 which approvals, consents and waivers identified in such Schedules shall have been received or made prior to the Closing (except, with respect to investment advisory agreements, to the extent permitted by Section 8.3 hereof with respect to the percentage of investment advisory agreements that may terminate prior to the Closing) or, at any earlier time required hereunder or under applicable laws, rules and regulations or the provisions of any agreement, contracts or instrumentshereto; and (iii) except as set forth on Schedule 3.5, does not and will not result in a breach of, constitute a default under, accelerate any obligation under, require approval or consent under or give rise to a right of termination of, any agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which the Company is a party or by which the property of the Company is bound or affected, or result in the creation or imposition of any Claim mortgage, pledge, lien, security interest or other charge or encumbrance on any of the Company's assets or any Person's interest in the Company, except as specifically identified on SCHEDULE 3.5 hereto. (b) The Company (in its capacity as manager member of the LLC) has taken all action required by the Existing LLC Agreement and the Delaware Act to cause the LLC to enter into this Agreement and each agreement, document and instrument to be executed and delivered by the LLC pursuant to, or as contemplated by, this Agreement and to carry out the transactions

Authority of the Company. (a) The Company has full right, authority and power to enter into this Agreement and each agreement, document and instrument to be executed and delivered by the Company pursuant to, or as contemplated by, this Agreement and to carry out the transactions contemplated hereby and thereby, other than the Second Merger. The execution, delivery and performance by the Company of this Agreement and each such other agreement, document and instrument contemplated by this Agreement have been duly authorized by all necessary action of the Company and the Stockholders (including without limitation under Section 251 of the Delaware General Corporation Law)Stockholder, and no other action on the part of the Company or any the Stockholder is required in connection therewith. . (b) This Agreement and each agreement, document and instrument executed and delivered by the Company pursuant to, or as contemplated by, to this Agreement constitutes, or when executed and delivered will constitute, valid and binding obligations of the Company enforceable in accordance with their terms. The execution, delivery and performance by the Company of this Agreement Agreement, including the Merger and, only with respect to paragraph (iii) below, the Second Merger, and each such other agreement, document and instrument: (i) does not and will not violate any provision of the Certificate Articles of Incorporation or By-laws Laws of the Company, each as amended to date; (ii) does not and will not violate any laws of the United States, or any state or other jurisdiction (domestic or foreign) applicable to the Company or require the Company to obtain any approval, consent or waiver of, or make any filing with, any person Person or entity (governmental or otherwise) that has not been obtained or made, except as specifically identified in on Schedule 3.5 or Schedule 3.7 which approvals, consents and waivers identified in such Schedules shall have been received or made prior to the Closing (except, with respect to investment advisory agreements, to the extent permitted by Section 8.3 hereof with respect to the percentage of investment advisory agreements that may terminate prior to the Closing) or, at any earlier time required hereunder or under applicable laws, rules and regulations or the provisions of any agreement, contracts or instrumentshereto; and (iii) except as set forth on Schedule 3.5, does not and will not result in a breach of, constitute a material default under, accelerate any obligation under, require approval or consent under or give rise to a right of termination of, any agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which the Company is a party or by which the property of the Company is bound or affected, or result in the creation or imposition of any Claim mortgage, pledge, lien, security interest or other charge or encumbrance on any of the Company's assets or any Person's interest in the Company, except as specifically identified on Schedule 3.5 hereto. (b) The Company (in its capacity as manager member of the LLC) has taken all action required by the Existing LLC Agreement and the Delaware Act to cause the LLC to enter into this Agreement and each agreement, document and instrument to be executed and delivered by the LLC pursuant to, or as contemplated by, this Agreement and to carry out the transactions

Authority of the Company. (a) The Company has full right, authority and power to enter into this Agreement and each agreement, document and instrument to be executed and delivered by the Company pursuant to, or as contemplated by, to this Agreement and to carry out the transactions contemplated hereby and thereby. The . (b) Except as disclosed on Schedule 2.5, the execution, delivery and performance by the Company of this Agreement and each such other agreement, document and instrument to be executed and delivered by the Company pursuant to the Agreement have been duly authorized by all necessary action of the Company and the Stockholders (including without limitation under Section 251 of the Delaware General Corporation Law), and no other action on the part of the Company Company, GTC or any the Stockholder is required in connection therewith. . (c) This Agreement and each agreement, document and instrument executed and delivered by the Company pursuant to, or as contemplated by, to this Agreement constitutes, or when executed and delivered will constitute, legal, valid and binding obligations of the Company enforceable in accordance with their respective terms. The execution, delivery and performance by the Company of this Agreement and each such other agreement, document and instrument: (i) does do not and will not violate any provision of the Certificate of Incorporation or By-laws of the Company, each as amended to datelaws; (ii) does do not and will not violate any laws of the United States, or any state or other jurisdiction (domestic or foreign) applicable to the Company Company, or require the Company 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, except as specifically identified in Schedule 3.5 or Schedule 3.7 which approvals, consents and waivers identified in such Schedules shall have been received or made prior to the Closing (except, with respect to investment advisory agreements, to the extent permitted by Section 8.3 hereof with respect to the percentage of investment advisory agreements that may terminate prior to the Closing) or, at any earlier time required hereunder or under applicable laws, rules and regulations or the provisions of any agreement, contracts or instruments; and (iii) except as set forth on Schedule 3.5, does do not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination of, of any indenture or loan or credit agreement or any other agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination determination, arbitration award, order or arbitration award judgment to which the Company is a party or by which the property of the Company is bound or affected, or result in the creation or imposition of any Claim lien or other encumbrance on any of the Company's assets or any Person's interest in the Company Shares, except for breaches, defaults, accelerations, terminations or encumbrances that would not have a Material Adverse Effect on the Company. (b) The Company (in its capacity as manager member of the LLC) has taken all action required by the Existing LLC Agreement and the Delaware Act to cause the LLC to enter into this Agreement and each agreement, document and instrument to be executed and delivered by the LLC pursuant to, or as contemplated by, this Agreement and to carry out the transactions

Authority of the Company. (a) The Company has full right, authority and power to enter into this Agreement, the Restated LLC Agreement and each agreement, document and instrument to be executed and delivered by the Company pursuant to, or as contemplated by, this Agreement or the Restated LLC Agreement and to carry out the transactions contemplated hereby and thereby. The execution, delivery and performance by the Company of this Agreement and each such other agreement, document and instrument have been duly authorized by all necessary corporate action of the Company and all necessary action of the Stockholders (including without limitation under Section 251 of the Delaware General Corporation Law), and no other action on the part of the Company or any Stockholder the Stockholders is required in connection therewith. This Agreement, the Restated LLC Agreement and each agreement, document and instrument executed and delivered by the Company pursuant to, or as contemplated by, this Agreement or the Restated LLC Agreement constitutes, or when executed and delivered will constitute, valid and binding obligations obligation of the Company enforceable in accordance with their its terms, except as enforceability may be restricted, limited or delayed by applicable bankruptcy or other laws affecting creditors' rights generally. The execution, delivery and performance by the Company of this Agreement, the Restated LLC Agreement and each such other agreement, document and instrument: (i) does not and will not violate any provision of the Certificate Articles of Incorporation Organization or Byby-laws of the Company, each as amended to date; (ii) does not and will not violate any laws of the United States, or any state or other jurisdiction (domestic or foreign) applicable to the Company or require the Company 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, except as specifically identified in Schedule 3.5 or Schedule 3.7 3.5, which approvals, consents and waivers identified in such Schedules Schedule (as indicated with an asterisk therein) shall have been received or made prior to the Closing (except, with respect to investment advisory agreements, to the extent permitted by Section 8.3 hereof with respect to the percentage of investment advisory agreements that may terminate prior to the Closing) or, at any earlier time required hereunder or under applicable laws, rules and regulations or the provisions of any agreement, contracts contract or instrumentsinstrument; and (iii) except as set forth on reflected in Schedule 3.5, does not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination of, any agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which the Company is a party or by which the property of the Company is bound or affected, or result in the creation or imposition of any Claim on any of the Company's assets (or the assets of the LLC) or any Person's interest in the CompanyCompany (including, without limitation, the Company Shares); provided, however, that the representations in clauses (ii) and (iii) shall not apply to investment advisory agreements to the extent that receipt of consents from a party to such agreement is contemplated by Section 5.2. (b) The Company (in its capacity as manager member of the LLC) LLC has taken all action required by requisite power and authority under the Existing LLC Agreement and the Delaware Act to cause (and, after the effectiveness of the Restated LLC Agreement, under the Restated LLC Agreement and the Delaware Act) to enter into this Agreement and each agreement, document and instrument to be executed and delivered by the LLC pursuant to, or as contemplated by, this Agreement and to carry out the transactionstransactions contemplated hereby and thereby. The execution, delivery and performance by the LLC of each such agreement, document and instrument have been duly authorized by all necessary action of the LLC and the Company (in its capacity as Manager Member of the LLC) and no other action on the part of the LLC, the Company, any of the Stockholders or any other member is required in connection therewith. Each agreement, document and instrument executed and delivered by the LLC pursuant to, or as contemplated by, this Agreement constitutes, or when executed and delivered will constitute, valid and binding obligations of the LLC enforceable in accordance with their terms. The execution, delivery and performance by the LLC of each such agreement, document and instrument: (i) does not and will not violate any provision of the Existing LLC Agreement or the Restated LLC Agreement; (ii) does not and will not violate any laws of the United States, or any state or other jurisdiction applicable to the LLC or require the LLC 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, except as specifically identified in Schedule 3.5; and (iii) does not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination of, any agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which the LLC is a party or by which the property of the LLC is bound or affected, or result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on any of the LLC's assets or of any Person's interests in the LLC.

Authority of the Company. (a) The Company has full right, authority and ------------------------ power to enter into this Agreement and each agreement, document and instrument to be executed and delivered by the Company pursuant to, or as contemplated by, to this Agreement and to carry out the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by the Company of this Agreement and each such other agreement, document and instrument have been duly authorized by all necessary action of the Company and the Stockholders (including without limitation under Section 251 of the Delaware General Corporation Law), and no other action on the part of the Company or any Stockholder is required in connection therewith. This Agreement and each agreement, document and instrument executed and delivered by the Company pursuant to, or as contemplated by, to this Agreement constitutes, or when executed and delivered will constitute, valid and binding obligations of the Company enforceable in accordance with their terms, except as the enforceability of the Agreement and such other agreements may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting generally the enforcement of creditors' rights and except as the remedy of specific performance and other injunctive relief may be unavailable in certain cases. The execution, delivery and performance by the Company of this Agreement and each such other agreement, document and instrument: (i) does not and will not violate any provision of the Company's Certificate of Incorporation or Byby-laws of the Companylaws, each as amended to dateamended; (ii) except as set forth on Schedule 2.5, does not and will ------------ not violate any laws of the United States, or any state or other jurisdiction (domestic or foreign) applicable to the Company or require the Company 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, except for the filing of the Merger Certificate with the Secretary of State of the State of Delaware and except as specifically identified in Schedule 3.5 or Schedule 3.7 which approvalscontemplated by Sections 7.1(a), consents 7.3 and waivers identified in such Schedules shall have been received or made prior to the Closing (except, with respect to investment advisory agreements, to the extent permitted by Section 8.3 hereof with respect to the percentage 8.1(a) of investment advisory agreements that may terminate prior to the Closing) or, at any earlier time required hereunder or under applicable laws, rules and regulations or the provisions of any agreement, contracts or instrumentsthis Agreement; and (iii) except as set forth on Schedule 3.5, does not and will not (A) result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination of, of any indenture or loan or credit agreement or any other material agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which the Company is a party or by which the property of the Company is bound or affected, except for such breaches, defaults, accelerations or rights of termination which, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect on the Company or hinder the consummation of the transactions contemplated by this Agreement, or (B) result in the creation or imposition of any Claim mortgage, pledge, lien, security interest or other charge or encumbrance on any of the Company's assets or any Person's interest in the Company. (b) The Company (in its capacity Capital Stock, Warrants or Options, except as manager member of the LLC) has taken all action required by the Existing LLC Agreement and the Delaware Act to cause the LLC to enter into this Agreement and each agreement, document and instrument to be executed and delivered by the LLC pursuant to, or as contemplated by, this Agreement and to carry out the transactionsspecifically identified on Schedule --------

Authority of the Company. ENFORCEABILITY; NO CONFLICT. (a) The Company has full right, authority and power to enter into this Agreement and each agreement, document and instrument to be executed and delivered by the Company pursuant to, or as contemplated by, to this Agreement and to carry out the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by the Company of this Agreement and each such other agreement, document and instrument have been duly authorized by all necessary action of the Company and the Stockholders (including without limitation under Section 251 of the Delaware General Corporation Law), and no other action on the part of the Company or any Stockholder the Stockholders is required in connection therewith. This Agreement and each agreement, document and instrument executed and delivered by the Company pursuant to, or as contemplated by, to this Agreement constitutes, or when executed and delivered will constitute, valid and binding obligations of the Company enforceable in accordance with their terms. The execution, delivery and performance by the Company of this Agreement and each such other agreement, document and instrument: (i) does not and will not violate any provision of the Certificate of Incorporation or Byby-laws of the Company, each as amended to date; (ii) does not and will not violate any laws of the United States, or any state or other jurisdiction (domestic or foreign) applicable to the Company or require the Company 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, except as specifically identified in Schedule 3.5 or Schedule 3.7 which approvals, consents and waivers identified in such Schedules shall have been received or made prior to the Closing (except, with respect to investment advisory agreements, to the extent permitted by Section 8.3 hereof with respect to the percentage of investment advisory agreements that may terminate prior to the Closing) or, at any earlier time required hereunder or under applicable laws, rules and regulations or the provisions of any agreement, contracts or instruments; and (iii) except as set forth on Schedule 3.5, does not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination of, of any indenture or 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 the Company is a party or by which the property of the Company is bound or affected, or result in the creation or imposition of any Claim mortgage, pledge, lien, security interest or other charge or encumbrance on any of the Company's assets or any Person's interest in the CompanyCompany Common Shares, except as specifically identified on SCHEDULE 5.4. (b) The Company (in its capacity as manager member of the LLC) has taken all action required by the Existing LLC Agreement and the Delaware Act to cause the LLC to enter into this Agreement and each agreement, document and instrument to be executed and delivered by the LLC pursuant to, or as contemplated by, this Agreement and to carry out the transactions

Authority of the Company. (a) The Company has full rightCompany's execution, authority delivery, and power to enter into performance of this Agreement Agreement, the Notes, and each agreement, document and instrument of the other Financing Documents to which it is or will be executed and delivered by the Company pursuant to, or as contemplated by, this Agreement and to carry out the transactions contemplated hereby and thereby. The execution, delivery and performance by the Company of this Agreement and each such other agreement, document and instrument a party (i) have been duly authorized by all necessary action corporate action; (ii) will not violate any applicable law, regulation, license, permit, ruling or order of any governmental authority, court or tribunal other than a violation that could not reasonably be expected to have a Material Adverse Effect; and (iii) will not breach, or result in the Company and the Stockholders imposition of any Lien upon any of its assets (including without limitation except as permitted by Section 7.01) under Section 251 any of the Delaware General Corporation Law), and no other action on the part of the Company its Charter Documents or any Stockholder is required agreement or other requirement by which it or any of its properties may be bound or affected, other than any breach of any such agreement or other requirement that individually and in connection therewiththe aggregate could not reasonably be expected to have a Material Adverse Effect. This Agreement The execution and each agreement, document and instrument executed and delivered delivery by the Company pursuant toof this Agreement, the Notes, and each of the other Financing Documents to which it is or as contemplated bywill be a party will cause each such respective instrument to constitute a legal, this Agreement constitutesvalid, or when executed and delivered will constitute, valid and binding obligations obligation of the Company enforceable in accordance with their its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors' rights generally or general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). The executionNo consent of any other Person, delivery and performance by the Company of this Agreement and each such other agreement, document and instrument: (i) does not and will not violate any provision of the Certificate of Incorporation or By-laws including shareholders of the Company, each as amended to date; (ii) does not and will not violate is required in connection with the execution, delivery, performance, validity, or enforceability of any laws of the United StatesFinancing Documents, or any state or other jurisdiction (domestic or foreign) applicable to the Company or require the Company to obtain any approval, consent or waiver of, or make any filing with, any person or entity (governmental or otherwise) that has not than such consents as have been obtained or madethe failure to obtain which could not, except as specifically identified in Schedule 3.5 individually or Schedule 3.7 which approvals, consents and waivers identified in such Schedules shall have been received or made prior to the Closing (except, with respect to investment advisory agreements, to the extent permitted by Section 8.3 hereof with respect to the percentage of investment advisory agreements that may terminate prior to the Closing) or, at any earlier time required hereunder or under applicable laws, rules and regulations or the provisions of any agreement, contracts or instruments; and (iii) except as set forth on Schedule 3.5, does not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination of, any agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which the Company is a party or by which the property of the Company is bound or affected, or result in the creation or imposition of any Claim on any aggregate, reasonably be expected to have a Material Adverse Effect. The Company's obligations hereunder and under the Notes will rank not less than pari passu with all of the Company's assets or any Person's interest in the Companyother unsecured Indebtedness and obligations. (b) The Company (in its capacity as manager member of the LLC) has taken all action required by the Existing LLC Agreement and the Delaware Act to cause the LLC to enter into this Agreement and each agreement, document and instrument to be executed and delivered by the LLC pursuant to, or as contemplated by, this Agreement and to carry out the transactions

Authority of the Company. (a) The Company has full right, power and authority and power to enter into this Agreement and each agreement, document and instrument to be executed and delivered by the Company it pursuant to, to or as contemplated by, by this Agreement (the "Other Documents") and to carry out the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Other Document and the performance of the Company's obligations hereunder and thereunder have been duly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company and no other stockholder votes are necessary to authorize the execution, delivery and performance of this Agreement and each Other Document. This Agreement and each Other Document constitute, or will when executed and delivered constitute, valid and binding obligations of the Company, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) The execution, delivery and performance by the Company of this Agreement and each such other agreement, document and instrument have been duly authorized by all necessary action of the Company and the Stockholders (including without limitation under Section 251 of the Delaware General Corporation Law), and no other action on the part of the Company or any Stockholder Other Document to which it is required in connection therewith. This Agreement and each agreement, document and instrument executed and delivered by the Company pursuant to, or as contemplated by, this Agreement constitutes, or when executed and delivered will constitute, valid and binding obligations of the Company enforceable in accordance with their terms. The execution, delivery and performance by the Company of this Agreement and each such other agreement, document and instrumenta party: (i) does do not and will not violate any provision of the Certificate articles of Incorporation incorporation or Byby-laws or other equivalent governing document of the Company, each as amended to dateCompany or any Subsidiary; (ii) does do not and will not violate any laws Laws of the United States, or any state or other jurisdiction (domestic or foreign) applicable to the Company or any Subsidiary, or require the Company or any Subsidiary to obtain any approval, consent or waiver of, or make any filing with, or provide notice to, any person or entity Person (governmental or otherwise) that has not been obtained or made, which violation would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, except for any actions required under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, or other competition or anti-trust related legal or regulatory requirements of foreign jurisdictions, commissions or governing bodies (the "Antitrust Laws") and except as specifically identified in set forth on Schedule 3.5 or 3.04(b)(ii)(A) hereto (the "Pre-Closing Educational Consents") and Schedule 3.7 which approvals, consents and waivers identified in such Schedules shall have been received or made prior to 3.04(b)(ii)(B) hereto (the "Post-Closing (except, with respect to investment advisory agreements, to the extent permitted by Section 8.3 hereof with respect to the percentage of investment advisory agreements that may terminate prior to the Closing) or, at any earlier time required hereunder or under applicable laws, rules and regulations or the provisions of any agreement, contracts or instrumentsEducational Consents"); and (iii) except as set forth on Schedule 3.5, does do not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination termination, acceleration, modification, cancellation of, or require any notice, consent, authorization, approval or exemption under any indenture, loan or credit agreement, or any other material agreement, contract, understanding, commitment, instrument, mortgage, deed of trust, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award award, whether written or oral, to which the Company or any Subsidiary is a party or by which the property of the Company or any Subsidiary is bound or affected, (or result in the creation or imposition of any Claim on Liens upon any of the Company's assets or any Person's interest in the Companytheir assets), except as otherwise set forth on Schedule 3.04(b)(iii) hereto. (b) The Company (in its capacity as manager member of the LLC) has taken all action required by the Existing LLC Agreement and the Delaware Act to cause the LLC to enter into this Agreement and each agreement, document and instrument to be executed and delivered by the LLC pursuant to, or as contemplated by, this Agreement and to carry out the transactions

Authority of the Company. (a) The Company has full right, authority and power to enter into this Agreement and each agreement, document and instrument to be executed and delivered by the Company pursuant to, or as contemplated by, to this Agreement and and, subject to the representations of Buyer in Section 5.2 hereto, to carry out the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by the Company of this Agreement and each such other agreement, document and instrument to which the Company is a party have been duly authorized by all necessary action of the Company and the Stockholders (including without limitation under Section 251 of the Delaware General Corporation Law), and no other action on the part of the Company or any Stockholder the Holders is required in connection therewith. This Agreement and each agreement, document and instrument executed and delivered by the Company pursuant to, or as contemplated by, to this Agreement constitutes, or when executed and delivered will constitute, valid and binding obligations of the Company enforceable against the Company in accordance with their terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors' rights generally and subject to the effect of general principles of equity, including, without limitation, the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law. The execution, delivery and performance by the Company of this Agreement and each such other agreement, document and instrument: (i) does not and will not violate any provision of the Certificate of Incorporation or By-laws of the Company, each as amended to dateCompany Organizational Documents; (ii) does not and will not violate any laws of the United States, or any state or other jurisdiction (domestic or foreign) applicable to the Company or require the Company to obtain any approval, consent or waiver of, or, subject to Sections 2.6 or 2.14, make any filing with, any person or entity (governmental or otherwise) that has not been obtained or made, except as specifically identified in Schedule 3.5 or Schedule 3.7 which approvals, consents and waivers identified in such Schedules shall have been received or made prior to the Closing (except, with respect to investment advisory agreements, to the extent permitted by Section 8.3 hereof with respect to the percentage of investment advisory agreements that may terminate prior to the Closing) or, at any earlier time required hereunder or under applicable laws, rules and regulations or the provisions of any agreement, contracts or instruments; and (iii) to the knowledge of the Company or the Holders, except as set forth on in Schedule 3.52.5, does not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination of, of any indenture or loan or credit agreement or any other material agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which the Company is a party or by which the property of the Company is bound or affected, or result in the creation or imposition of any Claim mortgage, pledge, lien, security interest or other charge or encumbrance on any of the Company's assets or any Person's interest in the CompanyShares. (b) The Company (in its capacity as manager member of the LLC) has taken all action required by the Existing LLC Agreement and the Delaware Act to cause the LLC to enter into this Agreement and each agreement, document and instrument to be executed and delivered by the LLC pursuant to, or as contemplated by, this Agreement and to carry out the transactions