Common use of Authority Relative to this Agreement; Non-Contravention Clause in Contracts

Authority Relative to this Agreement; Non-Contravention. The execution and delivery of this Agreement by Software Effective Solutions and the consummation by Software Effective Solutions of the transactions contemplated hereby have been duly authorized by the Board of Directors of Software Effective Solutions and, except for approval of this Agreement and the Merger by the requisite vote or consent of Software Effective Solutions’s stockholders (the “Requisite Software Effective Solutions Stockholder Vote”), no other corporate proceedings on the part of Software Effective Solutions are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Software Effective Solutions and, assuming it is a valid and binding obligation of Medcana, constitutes a valid and binding obligation of Software Effective Solutions enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Software Effective Solutions is not subject to, or obligated under, any provision of (a) its Articles of Incorporation or Bylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit, or (d) any law, regulation, order, judgment or decree, which would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any security interest, charge or encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. Except for the filing of the Nevada Certificate of Merger (Exchange) with the Nevada Secretary of State, the filing of the Louisiana Articles of Merger(Exchange) with the Louisiana Secretary of State, and the filing with the OTCMARKETS/SEC of Current Reports on Form 8-K or a statement of Material Event with respect to the execution and closing of this Agreement, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Software Effective Solutions for the consummation by Software Effective Solutions of the transactions contemplated by this Agreement.

Authority Relative to this Agreement; Non-Contravention. Standard has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. New Bank will have the requisite corporate power and authority to enter into the Articles of Merger and to carry out its obligations thereunder. The execution and delivery of (i) this Agreement by Software Effective Solutions Standard and the consummation by Software Effective Solutions Standard of the transactions contemplated hereby have been duly authorized by the Board of Directors of Software Standard and (ii) the Articles of Merger by New Bank and the transactions contemplated thereby will, as of the Effective Solutions andDate, be duly authorized by the Board of Directors of New Bank, and except for approval of this Agreement Agreement, the Conversion/Reincorporation and the Merger by the requisite vote or consent of Software Effective Solutions’s stockholders (the “Requisite Software Effective Solutions Stockholder Vote”)Standard's shareholders, no other corporate proceedings on the part of Software Effective Solutions Standard or any Standard Subsidiaries are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Software Effective Solutions Standard and, assuming it is a valid and binding obligation of MedcanaTCF, constitutes a valid and binding obligation of Software Effective Solutions Standard enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ ' rights and remedies generally. Software Effective Solutions Except as set forth in Schedule 3.2, none of Standard or any of the Standard Subsidiaries is not subject to, or obligated under, any provision of (a) its Articles of Incorporation Charter or Bylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit, permit or (d) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any security interest, charge or encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement Agreement, the Articles of Merger or the Conversion/Reincorporation or the consummation of the transactions contemplated herebyhereby or thereby, other than any such breaches, violations, rights of termination or acceleration or encumbrances which will not, in the aggregate, have a Material Adverse Effect on Standard. Except for (a) the filing of the Nevada Certificate of Merger filings, notices, consents and approvals described in Section 2.2 hereof and (Exchangeb) with the Nevada Secretary of Statesuch filings, the filing of the Louisiana Articles of Merger(Exchange) with the Louisiana Secretary of State, and the filing with the OTCMARKETS/SEC of Current Reports on Form 8-K authorizations or a statement of Material Event with respect to the execution and closing of this Agreementapprovals as may be set forth in Schedule 3.2, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Software Effective Solutions Standard or any of the Standard Subsidiaries for the consummation by Software Effective Solutions Standard or any of the Standard Subsidiaries of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same will not, in the aggregate, have a Material Adverse Effect on Standard or materially adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. The execution and delivery of this Agreement by Software Effective Solutions Halo and the consummation by Software Effective Solutions Halo of the transactions contemplated hereby have been duly authorized by the Board of Directors of Software Effective Solutions Halo and, except for approval of this Agreement and the Merger by the requisite vote or consent of Software Effective SolutionsHalo’s stockholders (the “Requisite Software Effective Solutions Halo Stockholder Vote”), no other corporate proceedings on the part of Software Effective Solutions Halo are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Software Effective Solutions Halo and, assuming it is a valid and binding obligation of MedcanaGVC and GVC Merger Corp, constitutes a valid and binding obligation of Software Effective Solutions Halo enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Software Effective Solutions Halo is not subject to, or obligated under, any provision of (a) its Articles Certificate of Incorporation Formation or Bylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit, permit or (d) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any security interest, charge or encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement Agreement, or the consummation of the transactions contemplated hereby, other than any such conflicts, breaches, violations, rights of termination or acceleration or security interests, charges or encumbrances which, in the aggregate, could not reasonably be expected to result in a Material Adverse Effect on Halo or the Surviving Company. Except for (x) approvals under applicable Blue Sky laws and (y) the filing of the Nevada Certificate of Merger (Exchange) with the Nevada Secretary of State, the filing State of the Louisiana Articles of Merger(Exchange) with the Louisiana Secretary of State, and the filing with the OTCMARKETS/SEC of Current Reports on Form 8-K or a statement of Material Event with respect to the execution and closing of this AgreementTexas, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Software Effective Solutions Halo for the consummation by Software Effective Solutions Halo of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on Halo or the Surviving Company or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. Plains Energy has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by Software Effective Solutions Plains Energy and the consummation by Software Effective Solutions Plains Energy of the transactions contemplated hereby have has been duly authorized by the Board of Directors of Software Effective Solutions and, except for approval of this Agreement Plains Energy and the Merger has been approved by the requisite affirmative vote or consent of Software Effective Solutions’s stockholders the holders of a majority of the outstanding shares of Plains Energy Stock (the “Requisite Software Effective Solutions Plains Energy Stockholder Vote”), no . No other corporate proceedings on the part of Software Effective Solutions Plains Energy are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Software Effective Solutions Plains Energy and, assuming it is a valid and binding obligation of Medcanaante4 and PAC and further assuming the instrument evidencing ante5’s indemnification as described in Section 6.2(h) is a valid and binding obligation of ante5, constitutes a valid and binding obligation of Software Effective Solutions Plains Energy enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Software Effective Solutions Plains Energy is not subject to, or obligated under, any provision of (a) its Articles certificate of Incorporation incorporation or Bylawsbylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit, permit or (d) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any security interest, charge or encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement Agreement, or the consummation of the transactions contemplated hereby, other than any such conflicts, breaches, violations, rights of termination or acceleration or security interests, charges or encumbrances which, in the case of clauses (b), (c) or (d), individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect on Plains Energy. Except for (a) approvals under applicable blue sky laws and (b) the filing of the Nevada Certificate of Merger (Exchange) with the Nevada Secretary of State, the filing State of the Louisiana Articles State of Merger(Exchange) with Nevada and the Louisiana Secretary of State, and the filing with the OTCMARKETS/SEC State of Current Reports on Form 8-K or a statement of Material Event with respect to the execution and closing of this AgreementDelaware, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Software Effective Solutions Plains Energy for the consummation by Software Effective Solutions Plains Energy of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Plains Energy or materially adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. Each of GVC and GVC Merger Corp has the requisite corporate power and authority to enter into this Agreement, and to carry out its obligations hereunder. The execution and delivery of this Agreement by Software Effective Solutions GVC and GVC Merger Corp, and the consummation by Software Effective Solutions GVC and GVC Merger Corp of the transactions contemplated hereby have been duly authorized by the Board Boards of Directors of Software Effective Solutions and, except for approval of this Agreement GVC and the GVC Merger by the requisite vote or consent of Software Effective Solutions’s stockholders (the “Requisite Software Effective Solutions Stockholder Vote”), no other Corp. No further corporate proceedings on the part of Software Effective Solutions GVC or GVC Merger Corp are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated herebyhereby or will otherwise be sought by GVC. This Agreement has been duly executed and delivered by Software Effective Solutions GVC and GVC Merger Corp and, assuming it is a valid and binding obligation of MedcanaHalo, constitutes a valid and binding obligation of Software Effective Solutions GVC and GVC Merger Corp enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Software Effective Solutions GVC is not subject to, or obligated under, any provision of (a) its Articles Certificate of Incorporation or Bylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit, or nor (d) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any security interest, charge or encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby, other than any such conflicts, breaches, violations, rights of termination or acceleration or security interests, charges or encumbrances which, in the aggregate, could not reasonably be expected to have a Material Adverse Effect on GVC. Except for (x) approvals under applicable Blue Sky laws and (y) the filing of the Nevada Certificate of Merger (Exchange) with the Nevada Texas Secretary of State, the filing of the Louisiana Articles Series Z Certificate of Merger(Exchange) Designation with the Louisiana Delaware Secretary of State, and the filing with the OTCMARKETS/SEC of Current Reports on Form 8-K or a statement of Material Event with respect to the execution and closing of this Agreement, and the filing with the SEC of the Schedule 14f-1, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Software Effective Solutions GVC or GVC Merger Corp for the consummation by Software Effective Solutions GVC or GVC Merger Corp of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on GVC or GVC Merger Corp, or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. Each of Manhattan and TAC has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by Software Effective Solutions each of Manhattan and TAC, and the consummation by Software Effective Solutions Manhattan and TAC of the transactions contemplated hereby have been duly authorized by the Board Boards of Directors of Software Effective Solutions and, except for approval each of this Agreement Manhattan and TAC and by Manhattan as the Merger by the requisite vote or consent sole stockholder of Software Effective Solutions’s stockholders (the “Requisite Software Effective Solutions Stockholder Vote”), no TAC. No other corporate proceedings on the part of Software Effective Solutions Manhattan or TAC are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated herebyhereby or will otherwise be sought by Manhattan. This Agreement has been duly executed and delivered by Software Effective Solutions Manhattan and TAC and, assuming it is a valid and binding obligation of MedcanaTarpan, constitutes a valid and binding obligation of Software Effective Solutions Manhattan and TAC enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Software Effective Solutions Except as set forth in Schedule 4.2, neither Manhattan nor TAC is not subject to, or nor obligated under, any provision of (a) its Articles their respective Certificate of Incorporation or Bylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit, or nor (d) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any security interest, charge or encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby, other than any such conflicts, breaches, violations, rights of termination or acceleration or security interests, charges or encumbrances which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Manhattan. Except for (a) approvals under applicable blue sky laws, (b) the filing of the Nevada Certificate of Merger (Exchange) with the Nevada Secretary of State, the filing State of the Louisiana Articles State of Merger(Exchange) with the Louisiana Secretary of StateDelaware, and the filing with the OTCMARKETS/SEC of Current Reports on Form 8-K (c) such filings, authorizations or a statement of Material Event with respect to the execution and closing of this Agreementapprovals as may be set forth in Schedule 4.2, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Software Effective Solutions Manhattan or TAC for the consummation by Software Effective Solutions Manhattan or TAC of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Manhattan or TAC or materially adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. CBCS has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by Software Effective Solutions CBCS and the consummation by Software Effective Solutions CBCS of the transactions contemplated hereby have been duly authorized by the Board of Directors of Software Effective Solutions CBCS and, except for other than the approval of this Agreement and the Merger by holders of a majority of the requisite vote or consent of Software Effective Solutions’s stockholders CBCS Common Stock (the “Requisite Software Effective Solutions Stockholder Required CBCS Shareholder Vote”), no other corporate proceedings on the part of Software Effective Solutions CBCS are necessary to authorize this Agreement, the execution Merger and delivery of this Agreement and the consummation of the transactions contemplated herebysuch transactions. This Agreement has been duly executed and delivered by Software Effective Solutions and, assuming it is a valid CBCS and binding obligation of Medcana, constitutes a valid and binding obligation of Software Effective Solutions CBCS, enforceable in accordance with its terms except terms, subject to the Remedies Exception. Except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcydisclosed on Schedule 4.2(a), insolvency and similar laws affecting creditors’ rights and remedies generally. Software Effective Solutions neither CBCS nor any Subsidiary is not subject to, or obligated under, any provision of (ai) its Articles of Incorporation Charter or Bylaws, (bii) any agreement, arrangement or understanding, (ciii) any license, franchise or permit, permit or (div) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any security interest, charge or encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement Agreement, or the consummation of the transactions contemplated hereby, other than any such breaches or violations which will not, individually or in the aggregate, have a Material Adverse Effect. Except for Other than the Regulatory Approvals and the filing of the Nevada Certificate a certificate of Merger (Exchange) merger with the Nevada Secretary of State, State of Delaware and the filing articles of the Louisiana Articles of Merger(Exchange) merger with the Louisiana Secretary of State, and the filing with the OTCMARKETS/SEC of Current Reports on Form 8-K or a statement of Material Event with respect to the execution and closing of this AgreementWDFI, no authorization, consent or approval of, or filing with, any public body, court or authority Governmental Authorization is necessary on the part of Software Effective Solutions CBCS or any Subsidiary for the consummation by Software Effective Solutions CBCS of the transactions contemplated by this Agreement, except for such Governmental Authorizations as to which the failure to obtain or make would not, individually or in the aggregate, have a Material Adverse Effect.

Authority Relative to this Agreement; Non-Contravention. Each of ante4 and PAC has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by Software Effective Solutions each of ante4 and PAC, and the consummation by Software Effective Solutions ante4 and PAC of the transactions contemplated hereby have been duly authorized by the Board Boards of Directors of Software Effective Solutions and, except for approval each of this Agreement ante4 and PAC and by ante4 as the Merger by the requisite vote or consent sole stockholder of Software Effective Solutions’s stockholders (the “Requisite Software Effective Solutions Stockholder Vote”), no PAC. No other corporate proceedings on the part of Software Effective Solutions ante4 or PAC are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated herebyhereby or will otherwise be sought by ante4. This Agreement has been duly executed and delivered by Software Effective Solutions ante4 and PAC and, assuming it is a valid and binding obligation of MedcanaPlains Energy, constitutes a valid and binding obligation of Software Effective Solutions ante4 and PAC enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Software Effective Solutions Neither ante4 nor PAC is not subject to, or nor obligated under, any provision of (a) its Articles their respective certificate of Incorporation incorporation or Bylawsbylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit, or nor (d) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any security interest, charge or encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby, other than any such conflicts, breaches, violations, rights of termination or acceleration or security interests, charges or encumbrances which, in the case of clauses (b), (c) or (d), individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on ante4. Except for (a) approvals under applicable blue sky laws and (b) the filing of the Nevada Certificate of Merger (Exchange) with the Nevada Secretary of State, the filing State of the Louisiana Articles State of Merger(Exchange) with the Louisiana Secretary of State, and the filing with the OTCMARKETS/SEC of Current Reports on Form 8-K or a statement of Material Event with respect to the execution and closing of this AgreementDelaware, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Software Effective Solutions ante4 or PAC for the consummation by Software Effective Solutions ante4 or PAC of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on ante4 or PAC or materially adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. AIQ has the requisite corporate power and authority to enter into this Agreement and the Articles of Merger and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Articles of Merger by Software Effective Solutions AIQ and the consummation by Software Effective Solutions AIQ of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of Software Effective Solutions AIQ and, except for approval of this Agreement and the Merger by the requisite vote or consent of Software Effective Solutions’s stockholders (the “Requisite Software Effective Solutions Stockholder Vote”)AIQ's shareholders, no other corporate proceedings on the part of Software Effective Solutions AIQ are necessary to authorize the execution and delivery of this Agreement Agreement, the Articles of Merger and the consummation of the transactions contemplated herebyhereby and thereby. This Agreement has been duly executed and delivered by Software Effective Solutions AIQ and, assuming it is a valid and binding obligation of MedcanaMI, constitutes a valid and binding obligation of Software Effective Solutions AIQ enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ ' rights and remedies generally. Software Effective Solutions The Articles of Merger, when executed and delivered by AIQ, will constitute the valid and binding obligation of AIQ, enforceable in accordance with its terms. Except as set forth in SCHEDULE 3.2, AIQ is not subject to, or obligated under, any provision of (a) its Articles of Incorporation or Bylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit, permit or (d) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any security interest, charge or encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement Agreement, the Articles of Merger, or the consummation of the transactions contemplated herebyhereby or thereby, other than any such conflicts, breaches, violations, rights of termination or acceleration or security interests, charges or encumbrances which, in the aggregate, could not reasonably be expected to result in a Material Adverse Effect on AIQ. Except for (i) the approval of the Merger, the Articles of Merger and this Agreement by a requisite vote of the shareholders of AIQ (the "Requisite AIQ Shareholder Vote"), (ii) approvals under applicable Blue Sky laws, (iii) the filing of the Nevada Certificate Articles of Merger (Exchange) and the Reincorporation Articles of Merger with the Nevada Secretary Secretaries of State, the filing State of the Louisiana Articles States of Merger(ExchangeMinnesota and Colorado (as appropriate) in accordance with the Louisiana Secretary of StateMBCA and the CBCA, and the filing with the OTCMARKETS/SEC of Current Reports on Form 8-K (iv) such filings, authorizations or a statement of Material Event with respect to the execution and closing of this Agreementapprovals as may be set forth in SCHEDULE 3.2, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Software Effective Solutions AIQ for the consummation by Software Effective Solutions AIQ of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same will not, in the aggregate, have a Material Adverse Effect on AIQ or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. The Company has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by Software Effective Solutions the Company and the consummation by Software Effective Solutions the Company of the transactions contemplated hereby have been duly authorized by the Company’s Board of Directors of Software Effective Solutions and, except for approval of this Agreement and the Merger by the requisite vote or consent approval of Software Effective Solutionsthe Company’s stockholders shareholders (the “Requisite Software Effective Solutions Stockholder VoteRequired Company Shareholder Approval”), no other corporate proceedings on the part of Software Effective Solutions the Company are necessary to authorize the execution and delivery of this Agreement and the consummation of the Merger and all other transactions contemplated hereby. This Agreement has been duly executed and delivered by Software Effective Solutions the Company and, assuming it is a valid and binding obligation of MedcanaPubco and Merger Sub, constitutes a valid and binding obligation of Software Effective Solutions the Company enforceable in accordance with its terms terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Software Effective Solutions Except as set forth in Schedule 2.2, the Company is not subject to, or obligated under, any provision of (a) its Articles of Incorporation or Bylawsbylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit, permit or (d) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any security interest, charge or encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement Agreement, or the consummation of the transactions contemplated hereby, other than any such conflicts, breaches, violations, rights of termination or acceleration or security interests, charges or encumbrances which, in the aggregate, could not reasonably be expected to result in a Material Adverse Effect on the Company or the Surviving Company. Except for (i) approvals under applicable blue sky laws, (ii) the filing of the Nevada Certificate Articles of Merger (Exchange) with the Nevada Secretary of State, the filing of the Louisiana Articles of Merger(Exchange) with the Louisiana Secretary of Stateappropriate state authorities, and the filing with the OTCMARKETS/SEC of Current Reports (iii) such filings, authorizations or approvals as may be set forth on Form 8-K or a statement of Material Event with respect to the execution and closing of this AgreementSchedule 2.2, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Software Effective Solutions the Company for the consummation by Software Effective Solutions the Company of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or the Surviving Company or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. The execution and delivery of this Agreement by Software Effective Solutions NCFP and the consummation by Software Effective Solutions NCFP of the transactions contemplated hereby have been duly authorized by the Board of Directors of Software Effective Solutions NCFP and, except for approval of this Agreement and the Merger by the requisite vote or consent of Software Effective SolutionsNCFP’s stockholders (the “Requisite Software Effective Solutions NCFP Stockholder Vote”), no other corporate proceedings on the part of Software Effective Solutions NCFP are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Software Effective Solutions NCFP and, assuming it is a valid and binding obligation of MedcanaVSTR and NCAV, constitutes a valid and binding obligation of Software Effective Solutions NCFP enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Software Effective Solutions NCFP is not subject to, or obligated under, any provision of (a) its Articles of Incorporation or Bylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit, permit or (d) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any security interest, charge or encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement , or the consummation of the transactions contemplated hereby. Except for (x) approval of the Financial Industry Regulatory Authority (“FINRA”), (y) the filing of the Nevada Certificate of Merger (Exchange) with the Nevada Secretary of StateState of Delaware, and (z) the filing of the Louisiana Articles Delaware Agreement of Merger(Exchange) Merger and related officer’s certificates with the Louisiana Delaware Secretary of State, and the filing with the OTCMARKETS/SEC of Current Reports on Form 8-K or a statement of Material Event with respect to the execution and closing of this Agreement, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Software Effective Solutions NCFP for the consummation by Software Effective Solutions NCFP of the transactions contemplated by this Agreement.

Authority Relative to this Agreement; Non-Contravention. The execution and delivery of this Agreement by Software Effective Solutions Xxx Xxxxx and the consummation by Software Effective Solutions Xxx Xxxxx of the transactions contemplated hereby have been duly authorized by the Board of Directors of Software Effective Solutions Xxx Xxxxx and, except for approval of this Agreement and the Merger by the requisite vote or consent of Software Effective SolutionsLux Amber’s stockholders (the “Requisite Software Effective Solutions Xxx Xxxxx Stockholder Vote”), no other corporate proceedings on the part of Software Effective Solutions Xxx Xxxxx are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Software Effective Solutions Xxx Xxxxx and, assuming it is a valid and binding obligation of MedcanaWorldwide and WSC Newco, constitutes a valid and binding obligation of Software Effective Solutions Xxx Xxxxx enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Software Effective Solutions Xxx Xxxxx is not subject to, or obligated under, any provision of (a) its Articles of Incorporation or Bylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit, or (d) any law, regulation, order, judgment or decree, which would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any security interest, charge or encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. Except for the filing of the Nevada Delaware Certificate of Merger (Exchange) with the Nevada Delaware Secretary of State, the filing of the Louisiana Nevada Articles of Merger(Exchange) Merger with the Louisiana Nevada Secretary of State, and the filing with the OTCMARKETS/SEC of Current Reports on Form 8-K or a statement of Material Event with respect to the execution and closing of this Agreement, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Software Effective Solutions Xxx Xxxxx for the consummation by Software Effective Solutions Xxx Xxxxx of the transactions contemplated by this Agreement.

Authority Relative to this Agreement; Non-Contravention. ZIOPHARM has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by Software Effective Solutions ZIOPHARM and the consummation by Software Effective Solutions ZIOPHARM of the transactions contemplated hereby have been duly authorized by the Board of Directors of Software Effective Solutions ZIOPHARM and, except for approval of this Agreement and the Merger by the requisite vote or consent of Software Effective SolutionsZIOPHARM’s stockholders (the “Requisite Software Effective Solutions ZIOPHARM Stockholder Vote”), no other corporate proceedings on the part of Software Effective Solutions ZIOPHARM are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Software Effective Solutions ZIOPHARM and, assuming it is a valid and binding obligation of MedcanaEasyWeb and ZAC, constitutes a valid and binding obligation of Software Effective Solutions ZIOPHARM enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Software Effective Solutions ZIOPHARM is not subject to, or obligated under, any provision of (a) its Articles certificate of Incorporation incorporation or Bylawsbylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit, permit or (d) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any security interest, charge or encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement Agreement, or the consummation of the transactions contemplated hereby, other than any such conflicts, breaches, violations, rights of termination or acceleration or security interests, charges or encumbrances which, in the case of clauses (b), (c) or (d), individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect on ZIOPHARM. Except for (a) approvals under applicable blue sky laws and (b) the filing of the Nevada Certificate of Merger (Exchange) with the Nevada Secretary of State, the filing State of the Louisiana Articles State of Merger(Exchange) with the Louisiana Secretary of State, and the filing with the OTCMARKETS/SEC of Current Reports on Form 8-K or a statement of Material Event with respect to the execution and closing of this AgreementDelaware, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Software Effective Solutions ZIOPHARM for the consummation by Software Effective Solutions ZIOPHARM of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on ZIOPHARM or materially adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. The ------------------------------------------------------- Purchaser has the requisite corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Software Effective Solutions the Purchaser and the consummation by Software Effective Solutions the Purchaser of the transactions contemplated hereby have been duly authorized by all requisite corporate action on behalf of the Board of Directors of Software Effective Solutions and, except for approval of this Agreement Purchaser and the Merger by the requisite vote or consent of Software Effective Solutions’s stockholders (the “Requisite Software Effective Solutions Stockholder Vote”), no other corporate proceedings on the part of Software Effective Solutions the Purchaser are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated herebysuch transactions. This Agreement has been duly executed and delivered by Software Effective Solutions and, assuming it is a valid the Purchaser and binding obligation of Medcana, constitutes a valid and binding obligation of Software Effective Solutions the Purchaser, enforceable in accordance with its terms terms, except as enforcement the enforceability hereof may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors’ ' rights generally and to judicial limitations on the enforcement of the remedy of specific performance and other equitable remedies generallyand except as the indemnification provisions of the Registration Rights Agreement may be limited by principles of public policy. Software Effective Solutions The Purchaser is not neither subject to, or nor obligated under, any provision of (a) its Articles of Incorporation charter or Bylawsbylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit, permit or (d) any law, regulation, order, judgment or decree, which would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any security interest, charge or encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. Except for , other than any such breaches, violations, terminations, accelerations or encumbrances which would not, individually or in the filing aggregate, reasonably be expected to have a material adverse effect on (y) the business, assets, liabilities, results of operations or financial condition of the Nevada Certificate of Merger Purchaser and its subsidiaries, taken as a whole, or (Exchangez) with on the Nevada Secretary of State, the filing ability of the Louisiana Articles of Merger(Exchange) with the Louisiana Secretary of State, and the filing with the OTCMARKETS/SEC of Current Reports on Form 8-K Purchaser to perform its obligations under or a statement of Material Event with respect to, or to consummate the execution and closing of transactions contemplated by, this Agreement. Assuming the accuracy of the representations of the Company contained in Section 5, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Software Effective Solutions the Purchaser for the consummation by Software Effective Solutions the Purchaser of the transactions contemplated by this Agreement.

Authority Relative to this Agreement; Non-Contravention. (a) Acquirer has the requisite corporate power and authority to enter into this Agreement and the Ancillary Documents (to which Acquirer is a party) and to carry out its obligations hereunder, subject to the fulfillment of the conditions precedent set forth in Sections 7.1(a) and 7.1(e) hereof, and thereunder. The execution and delivery of this Agreement and such Ancillary Documents by Software Effective Solutions Acquirer and the consummation by Software Effective Solutions Acquirer of the transactions contemplated hereby and thereby have been duly authorized by the Board board of Directors directors of Software Effective Solutions and, except for approval of this Agreement and the Merger by the requisite vote or consent of Software Effective Solutions’s stockholders (the “Requisite Software Effective Solutions Stockholder Vote”), no Acquirer. No other corporate proceedings on the part of Software Effective Solutions Acquirer are necessary to authorize this Agreement, the execution Ancillary Documents (to which Acquirer is a party), or to consummate the Merger and delivery of the transactions contemplated by this Agreement. This Agreement and the consummation of the transactions contemplated hereby. This Agreement has Ancillary Documents (to which Acquirer is a party) have been duly executed and delivered by Software Effective Solutions and, assuming it is Acquirer and constitute a valid and binding obligation of MedcanaAcquirer, constitutes a valid subject to the fulfillment of the conditions precedent set forth in Sections 7.1(a) and binding obligation of Software Effective Solutions 7.1(e) hereof, enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcytheir terms, insolvency and similar laws affecting creditors’ rights and remedies generallysubject to the Remedies Exception. Software Effective Solutions Acquirer is not subject to, or obligated under, any provision of (a) its Articles of Incorporation or Bylaws, (b) any agreement, arrangement or understandingContract, (c) any license, franchise or permit, permit or (d) subject to obtaining the approvals referred to in the Section 3.2(b), any law, regulationLaw, order, judgment or decree, which (x) would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any security interest, charge or encumbrance Encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement and the Ancillary Documents, or the consummation of the transactions contemplated hereby. Except for the filing of the Nevada Certificate of Merger hereby and thereby and (Exchangey) with the Nevada Secretary of State, the filing of the Louisiana Articles of Merger(Exchange) with the Louisiana Secretary of State, and the filing with the OTCMARKETS/SEC of Current Reports on Form 8-K or reasonably would be expected to have a statement of Material Event with respect to the execution and closing of this Agreement, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Software Effective Solutions for the consummation by Software Effective Solutions of the transactions contemplated by this AgreementAdverse Effect.

Authority Relative to this Agreement; Non-Contravention. The execution and delivery of this Agreement by Software Effective Solutions FGH and the consummation by Software Effective Solutions FGH of the transactions contemplated hereby have been duly authorized by the Board of Directors of Software Effective Solutions FGH and, except for approval of this Agreement and the Merger by the requisite vote or consent of Software Effective SolutionsFGH’s stockholders (the “Requisite Software Effective Solutions FGH Stockholder Vote”), no other corporate proceedings on the part of Software Effective Solutions FGH are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Software Effective Solutions FGH and, assuming it is a valid and binding obligation of MedcanaPacific and Pacific Merger Corp, constitutes a valid and binding obligation of Software Effective Solutions FGH enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Software Effective Solutions FGH is not subject to, or obligated under, any provision of (a) its Articles Certificate of Incorporation Formation or Bylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit, permit or (d) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any security interest, charge or encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement Agreement, or the consummation of the transactions contemplated hereby, other than any such conflicts, breaches, violations, rights of termination or acceleration or security interests, charges or encumbrances which, in the aggregate, could not reasonably be expected to result in a Material Adverse Effect on FGH or the Surviving Company. Except for (x) approvals under applicable Blue Sky laws and (y) the filing of the Nevada Certificate of Merger (Exchange) with the Nevada Secretary of State, the filing State of the Louisiana Articles of Merger(Exchange) with the Louisiana Secretary of State, and the filing with the OTCMARKETS/SEC of Current Reports on Form 8-K or a statement of Material Event with respect to the execution and closing of this AgreementTexas, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Software Effective Solutions FGH for the consummation by Software Effective Solutions FGH of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on FGH or the Surviving Company or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. Each of Pubco and Merger Sub has the requisite corporate power and authority to enter into this Agreement, and to carry out its obligations hereunder. The execution and delivery of this Agreement by Software Effective Solutions Pubco and Merger Sub, and the consummation by Software Effective Solutions Pubco and Merger Sub of the transactions contemplated hereby have been duly authorized by the Board their respective Boards of Directors of Software Effective Solutions and, except for approval of this Agreement and the Merger by the requisite vote or consent of Software Effective Solutions’s stockholders (the “Requisite Software Effective Solutions Stockholder Vote”), no Directors. No other corporate proceedings on the part of Software Effective Solutions Pubco or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the consummation of the Merger and other transactions contemplated hereby. This Agreement has been duly executed and delivered by Software Effective Solutions Pubco and Merger Sub and, assuming it is a valid and binding obligation of Medcanathe Company, constitutes a valid and binding obligation of Software Effective Solutions Pubco and Merger Sub enforceable against them in accordance with its terms terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Software Effective Solutions Except as set forth on Schedule 3.2, neither Pubco nor Merger Sub is not subject to, or nor obligated under, any provision of (a) its Articles Certificate of Incorporation or BylawsArticles of Incorporation, as applicable, or its bylaws, (b) any agreement, arrangement or understandingunderstanding to which it is a party, (c) any license, franchise or permit, or nor (d) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any security interest, charge or encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby, other than any such conflicts, breaches, violations, rights of termination or acceleration or security interests, charges or encumbrances which, in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Pubco or Merger Sub. Except for (i) approvals under applicable blue sky laws, (ii) the filing of the Nevada Certificate Articles of Merger (Exchange) with the Nevada Secretary of State, the filing of the Louisiana Articles of Merger(Exchange) with the Louisiana Secretary of Stateappropriate state authorities, and the filing with the OTCMARKETS/SEC of Current Reports (iii) such filings, authorizations or approvals as may be set forth on Form 8-K or a statement of Material Event with respect to the execution and closing of this AgreementSchedule 3.2, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Software Effective Solutions Pubco or Merger Sub for the consummation by Software Effective Solutions Pubco or Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on Pubco or Merger Sub.

Authority Relative to this Agreement; Non-Contravention. Xxxxxxx has the requisite corporate power and authority to enter into this Agreement and the Certificate of Merger and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Certificate of Merger by Software Effective Solutions Xxxxxxx and the consummation by Software Effective Solutions Xxxxxxx of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of Software Effective Solutions Xxxxxxx and, except for approval of this Agreement and the Merger by the requisite vote or consent of Software Effective Solutions’s stockholders (the “Requisite Software Effective Solutions Stockholder Vote”)Michael's shareholders, no other corporate proceedings on the part of Software Effective Solutions Xxxxxxx are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Software Effective Solutions Xxxxxxx and, assuming it is a valid and binding obligation of MedcanaNSU, constitutes a valid and binding obligation of Software Effective Solutions Xxxxxxx enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ ' rights and remedies generally. Software Effective Solutions Except as set forth in Schedule 3.2, neither Xxxxxxx nor any of the Xxxxxxx Subsidiaries is not subject to, or obligated under, any provision of (a) its Articles of Incorporation Charter or Bylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit, permit or (d) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any security interest, charge or encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement Agreement, the Certificate of Merger, or the consummation of the transactions contemplated herebyhereby or thereby, other than any such breaches, violations, rights of termination or acceleration or encumbrances which, in the aggregate, could not reasonably be expected to result in a Material Adverse Effect on Xxxxxxx. Except for (a) the filing required by the HSR Act and the termination of any waiting period thereunder, (b) the filing with the SEC of a joint proxy statement in definitive form relating to the meetings of Michael's and NSU's shareholders to be held in connection with this Agreement and the transactions contemplated hereby, (c) the filing with the SEC of the Registration Statement and effectiveness of the Registration Statement, (d) the approval of the Merger, the Certificate of Merger and this Agreement by the requisite vote of the shareholders of Xxxxxxx (the "Requisite Xxxxxxx Shareholder Vote"), (e) approvals under applicable Blue Sky laws, (f) the filing of the Nevada Certificate of Merger (Exchange) with the Nevada Delaware Secretary of State, the filing of the Louisiana Articles of Merger(Exchange) State in accordance with the Louisiana Secretary of StateDGCL, and the filing with the OTCMARKETS/SEC of Current Reports on Form 8-K (g) such filings, authorizations or a statement of Material Event with respect to the execution and closing of this Agreementapprovals as may be set forth in Schedule 3.2, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Software Effective Solutions Xxxxxxx or any of the Xxxxxxx Subsidiaries for the consummation by Software Effective Solutions Xxxxxxx of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same will not, in the aggregate, have a Material Adverse Effect on Xxxxxxx or adversely affect the consummation of the transactions contemplated hereby.