Common use of AUTHORITY RELATIVE TO AND VALIDITY OF AGREEMENTS Clause in Contracts

AUTHORITY RELATIVE TO AND VALIDITY OF AGREEMENTS. Such Seller has full power and authority to execute and deliver this Agreement, the Registration Rights Agreement in the form attached hereto as Exhibit B (the "Registration Rights Agreement"), the amendment to the Employment Agreement in the form attached hereto as Exhibit C (the "Employment Agreement") to which such Seller is a party and the Escrow Agreement, and to assume and perform all of his obligations hereunder and thereunder. There are no contractual, statutory or other restrictions of any kind upon the power and authority of such Seller to execute and deliver this Agreement, the Registration Rights Agreement, the Employment Agreement to which such Seller is a party and the Escrow Agreement and to consummate the transactions contemplated hereunder and thereunder and except for filings that may be required by DCGL, no action, waiver or consent by any Regulatory Authority is necessary to make this Agreement, the Registration Rights Agreement, the Employment Agreement to which such Seller is a party and the Escrow Agreement, a valid instrument binding upon such Seller in accordance with its terms. This Agreement has been duly executed and delivered by such Seller and constitutes, and the Registration Rights Agreement, the Employment Agreement to which such Seller is a party and the Escrow Agreement, when executed and delivered by such Seller in accordance with their terms will constitute, legal, valid and binding obligations of such Seller, enforceable in accordance with their terms, except (i) as such enforceability may be limited by or subject to any bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally, (ii) as such obligations are subject to general principles of equity and (iii) as rights to indemnity may be limited by federal or state securities laws or by public policy.

AUTHORITY RELATIVE TO AND VALIDITY OF AGREEMENTS. Such Seller Each of the NGTH Companies has full corporate power and authority to execute and deliver this Agreement and the Registration Rights Agreement, as the case may be, to assume and perform its obligations hereunder and thereunder to consummate the transactions contemplated hereby and thereby. The execution and delivery of each of this Agreement and the Registration Rights Agreement in and the form attached hereto performance by each of the NGTH Companies of its obligations hereunder and thereunder has been duly authorized and approved by its respective Board of Directors, as Exhibit B the case may be, and no further action on the part of any of the NGTH Companies (including, without limitation, approval of the "stockholders of the NGTH Companies) is necessary to authorize the execution and delivery by it of, and the performance of its obligations under, this Agreement and the Registration Rights Agreement"), the amendment to the Employment Agreement in the form attached hereto as Exhibit C (the "Employment Agreement") to which such Seller is a party and the Escrow Agreement, and to assume and perform all of his obligations hereunder and thereunder. There are no corporate, contractual, statutory or other restrictions of any kind upon the power and authority of such Seller any of the NGTH Companies to execute and deliver this Agreement, Agreement and the Registration Rights Agreement, the Employment Agreement to which such Seller is a party and the Escrow Agreement and to consummate the transactions contemplated hereunder and thereunder and except for filings that may be required by DCGL, no action, waiver or consent Consent by any Regulatory Authority is necessary to make this Agreement, the Registration Rights Agreement, the Employment Agreement to which such Seller is a party and the Escrow Agreement, a valid instrument binding upon such Seller each of the NGTH Companies in accordance with its terms, except any filings that may be required by the DGCL, or where any such restrictions or the failure to obtain such Consents would not have a Material Adverse Effect on the NGTH Companies. This Agreement has been duly executed and delivered by such Seller each of the NGTH Companies and constitutes, and the Registration Rights Agreement, the Employment Agreement to which such Seller is a party and the Escrow Agreementwill, when executed and delivered by such Seller each of the NGTH Companies and the Management Sellers in accordance with their its terms will constitute, constitute legal, valid and binding obligations of such Sellereach of the NGTH Companies, enforceable against them in accordance with their its terms, except (i) as such enforceability may be limited by or subject to any bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally, (ii) as such obligations are subject to general principles of equity and (iii) as rights to indemnity may be limited by federal or state securities laws or by public policy.

AUTHORITY RELATIVE TO AND VALIDITY OF AGREEMENTS. Such Seller has full power and authority to execute and deliver this Agreement, the Escrow Agreement, the Registration Rights Agreement in the form attached hereto as Exhibit B C (the "Registration Rights Agreement"), the amendment to the Employment Agreement in the form attached hereto as Exhibit C D (the "Employment Agreement") to which such Seller is a party and the Escrow AgreementNon-Competition Agreement to which such Seller is a party in the form attached hereto as Exhibit E (the "Non-Competition Agreements"), and to assume and perform all of his obligations hereunder and thereunder. There are no contractual, statutory or other restrictions of any kind upon the power and authority of such Seller to execute and deliver this Agreement, the Escrow Agreement, the Registration Rights Agreement, the Employment Agreement to which such Seller is a party and the Escrow Non-Competition Agreement to which such Seller is a party and to consummate the transactions contemplated hereunder and thereunder and except for Consents that may be required by Canadian federal law, FCC and state telecommunications and state utility regulations and filings that may be required by the CGCL and the DCGL, no action, waiver or consent by any Regulatory Authority is necessary to make this Agreement, the Escrow Agreement, the Registration Rights Agreement, the Employment Agreement to which such Seller is a party and the Escrow AgreementNon-Competition Agreements to which such Seller is a party, a valid instrument binding upon such Seller in accordance with its terms, except where such failure to obtain such Consent or where such restriction would not have a Material Adverse Effect on the Call America Companies taken as a whole. This Agreement has been duly executed and delivered by such Seller and constitutes, and the Escrow Agreement, the Registration Rights Agreement, the Employment Agreement to which such Seller is a party and the Escrow AgreementNon-Competition Agreement to which such Seller is a party, when executed and delivered by such Seller in accordance with their terms will constitute, legal, valid and binding obligations of such Seller, enforceable in accordance with their terms, except (i) as such enforceability may be limited by or subject to any bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally, (ii) as such obligations are subject to general principles of equity and (iii) as rights to indemnity may be limited by federal or state securities laws or by public policy.

AUTHORITY RELATIVE TO AND VALIDITY OF AGREEMENTS. Such Seller Each of the GST Companies has full corporate power and authority to execute and deliver this Agreement, the Registration Rights Escrow Agreement in and the form attached hereto as Exhibit B (the "Registration Rights Agreement"), as the amendment to the Employment Agreement in the form attached hereto as Exhibit C (the "Employment Agreement") to which such Seller is a party and the Escrow Agreementcase may be, and to assume and perform all of his its obligations hereunder and thereunderthereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of each of this Agreement, the Escrow Agreement and the Registration Rights Agreement and the performance by each of the GST Companies of its obligations hereunder and thereunder has been duly authorized and approved by its respective Board of Directors, as the case may be, and no further action on the part of any of the GST Companies is necessary to authorize the execution and delivery by it of, and the performance of its obligations under, this Agreement, the Escrow Agreement and the Registration Rights Agreement. There are no corporate, contractual, statutory or other restrictions of any kind upon the power and authority of such Seller any of the GST Companies to execute and deliver this Agreement, the Escrow Agreement and the Registration Rights Agreement, the Employment Agreement to which such Seller is a party and the Escrow Agreement and to consummate the transactions contemplated hereunder and thereunder and except for filings that may be required by DCGL, no action, waiver or consent Consent by any Regulatory Authority is necessary to make this Agreement, the Escrow Agreement and the Registration Rights Agreement, the Employment Agreement to which such Seller is a party and the Escrow Agreement, a valid instrument binding upon such Seller each of the GST Companies in accordance with its terms, except any Consents that may be required by FCC and state telecommunications and state utilities regulations and Consents and filings that may be required by Canadian federal law, the CGCL or the DGCL, or where any such restrictions or the failure to obtain such Consents would not have a Material Adverse Effect on the GST Companies. This Agreement has been duly executed and delivered by such Seller each of the GST Companies and constitutes, and the Escrow Agreement and the Registration Rights Agreement, the Employment Agreement to which such Seller is a party and the Escrow Agreementwill, when executed and delivered by such Seller each of the Call America Companies and the Sellers in accordance with their terms will constitute, legal, valid and binding obligations of such Sellereach of the GST Companies, enforceable against them in accordance with their its terms, except (i) as such enforceability may be limited by or subject to any bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally, (ii) as such obligations are subject to general principles of equity and (iii) as rights to indemnity may be limited by federal or state securities laws or by public policy.