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

Authority Relative to this Agreement; Non-Contravention. (a) Seller 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 Seller, the performance by Seller of its obligations hereunder and the consummation by Seller of the transactions contemplated herein have been duly authorized by the directors and shareholders of Seller, and no other corporate proceedings on the part of Seller are necessary to authorize the execution and delivery of this Agreement, the performance by Seller of its obligations hereunder and the consummation by Seller of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller and constitutes a valid and binding obligation of Seller, enforceable against it in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization or similar laws affecting the rights of creditors generally or by general principles of equity. (b) Except as set forth in Schedule 3.3, neither the execution and delivery of this Agreement by Seller nor the consummation by Seller of the transactions contemplated herein nor compliance by Seller with any of the provisions hereof will (i) conflict with or result in any breach of the certificate of incorporation or bylaws of Seller, (ii) result in a violation or breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than any Permitted Lien) upon any of the Assets of Seller under, or result in the loss of a material benefit under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Seller is a party or by which Seller or any of its properties or assets may be bound, or any permit, concession, franchise or license applicable to it or its properties or assets or (iii) conflict with or violate any judgment, ruling, order, writ, injunction, decree, law, statute, rule or regulation applicable to Seller or any of its properties or assets, other than any such event described in items (ii) or (iii) which could not reasonably be expected (x) to prevent the consummation of the transactions contemplated hereby or (y) to have a Seller Material Adverse Effect. (c) Other than as contemplated in Section 2.9, no action by any Governmental Entity is necessary for Seller's execution and delivery of this Agreement or the consummation by Seller or the Shareholder of the transactions contemplated hereby, except where the failure to obtain or take such action would not reasonably be expected (i) to prevent the consummation of the transactions contemplated hereby or (ii) to have a Seller Material Adverse Effect. (d) Except for any action set forth on Schedule 3.3, no consents, approvals, orders, registrations, declarations, filings or authorizations are required on the part of Seller for or in connection with the execution and delivery of this Agreement or the consummation by Seller of the transactions contemplated on its part hereby.

Authority Relative to this Agreement; Non-Contravention. (a) Seller The ------------------------------------------------------- Company has the requisite corporate power and authority to enter into this Agreement and the Registration Rights Agreement, to carry out its obligations hereunderhereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Registration Rights Agreement by Seller, the performance by Seller of its obligations hereunder Company and the consummation by Seller the Company of the transactions contemplated herein hereby and thereby have been duly authorized by the directors and shareholders Board of Seller, Directors of the Company and no other corporate proceedings on the part of Seller the Company are necessary to authorize the execution and delivery of this Agreement, the performance by Seller Registration Rights Agreement and such transactions. Each of its obligations hereunder this Agreement and the consummation by Seller of the transactions contemplated hereby. This Registration Rights Agreement has been duly executed and delivered by Seller the Company and constitutes a valid and binding obligation of Sellerthe Company, enforceable against it in accordance with its terms, except to as the extent that such enforceability hereof may be limited by applicable bankruptcy, insolvency, fraudulent transfermoratorium, reorganization or similar laws affecting the enforcement of creditors' rights generally and to judicial limitations on the enforcement of creditors generally or the remedy of specific performance and other equitable remedies and except as the indemnification provisions of the Registration Rights Agreement may be limited by general principles of equity. (b) public policy. Except as set forth in on Schedule 3.35.2, neither the execution and delivery of this Agreement by Seller Company nor the consummation by Seller of the transactions contemplated herein nor compliance by Seller with any of the provisions hereof will Subsidiaries is subject to, or obligated under, any provision of (ia) conflict with its charter or result in any breach of the certificate of incorporation or bylaws of Sellerbylaws, (iib) result in a violation any agreement, arrangement or breach of understanding, (c) any provisions oflicense, franchise or permit or (d) any law, regulation, order, judgment or decree, which would be breached or violated, or constitute a default (or an event which, with notice or lapse in respect of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in which a right of termination or acceleration under, or result in the creation of any Lien (other than any Permitted Lien) upon any of the Assets of Seller under, or result in the loss of a material benefit under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Seller is a party or by which Seller or encumbrance on any of its properties assets would be created, by the execution, delivery or assets may be bound, performance of this Agreement or any permit, concession, franchise the Registration Rights Agreement or license applicable to it or its properties or assets or (iii) conflict with or violate any judgment, ruling, order, writ, injunction, decree, law, statute, rule or regulation applicable to Seller or any of its properties or assets, other than any such event described in items (ii) or (iii) which could not reasonably be expected (x) to prevent the consummation of the transactions contemplated hereby or (y) thereby, other than any such breaches, violations, terminations, accelerations or encumbrances which would not, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect. (c) Other than as contemplated . Assuming the accuracy of the representations of Purchaser contained in Section 2.96, no action by authorization, consent or approval of, or filing with, any Governmental Entity public body, court or authority is necessary on the part of the Company or the Subsidiary for Seller's execution and delivery the consummation by the Company of the transactions contemplated by this Agreement or the consummation by Seller or the Shareholder of the transactions contemplated hereby, except where the failure to obtain or take such action would not reasonably be expected (i) to prevent the consummation of the transactions contemplated hereby or (ii) to have a Seller Material Adverse EffectRegistration Rights Agreement. (d) Except for any action set forth on Schedule 3.3, no consents, approvals, orders, registrations, declarations, filings or authorizations are required on the part of Seller for or in connection with the execution and delivery of this Agreement or the consummation by Seller of the transactions contemplated on its part hereby.

Authority Relative to this Agreement; Non-Contravention. (a) Seller Each of DAVN and Merger Sub has the requisite corporate power and authority to enter into this Agreement Agreement, and to carry out its obligations hereunder. The execution and delivery of this Agreement by SellerDAVN and Merger Sub, the performance by Seller of its obligations hereunder and the consummation by Seller DAVN and Merger Sub of the transactions contemplated herein hereby have been duly authorized by the directors Boards of Directors of DAVN and shareholders Merger Sub. Except for approval of Sellerthe Merger by DAVN (as the sole shareholder of Merger Sub) in accordance with the DGCL and the articles of incorporation and bylaws of Merger Sub, and no other corporate proceedings on the part of Seller DAVN or Merger Sub are necessary to authorize the execution and delivery of this Agreement, the performance by Seller of its obligations hereunder Agreement and the consummation by Seller of the transactions contemplated herebyhereby or will otherwise be sought by DAVN. This Agreement has been duly executed and delivered by Seller DAVN and Merger Sub and, assuming it is a valid and binding obligation of the Company, constitutes a valid and binding obligation of Seller, DAVN and Merger Sub enforceable against it in accordance with its terms, except to the extent that such enforceability as enforcement may be limited by applicable general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, fraudulent transfer, reorganization or insolvency and similar laws affecting the creditors’ rights of creditors generally or by general principles of equity. (b) and remedies generally. Except as set forth in Schedule 3.34.2, neither the execution and delivery of this Agreement by Seller DAVN nor the consummation by Seller of the transactions contemplated herein nor compliance by Seller with any of the provisions hereof will DAVN Subsidiaries is subject to, nor obligated under, any provision of (ia) conflict with its articles or result in any breach of the certificate of incorporation or bylaws of Sellerbylaws, (iib) result any agreement, arrangement or understanding, (c) any license, franchise or permit, nor (d) subject to obtaining the approvals referred to in a violation the next sentence, any law, regulation, order, judgment or breach of any provisions ofdecree, which would conflict with, be breached or violated, or constitute a default (or an event which, with notice or lapse in respect of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in which a right of termination or acceleration underor any security interest, charge or result in the creation of any Lien (other than any Permitted Lien) upon any of the Assets of Seller under, or result in the loss of a material benefit under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Seller is a party or by which Seller or encumbrance on any of its properties assets would be created, by the execution, delivery or assets may be bound, performance of this Agreement or any permit, concession, franchise or license applicable to it or its properties or assets or (iii) conflict with or violate any judgment, ruling, order, writ, injunction, decree, law, statute, rule or regulation applicable to Seller or any of its properties or assets, other than any such event described in items (ii) or (iii) which could not reasonably be expected (x) to prevent the consummation of the transactions contemplated hereby hereby, other than any such conflicts, breaches, violations, rights of termination or (y) acceleration or security interests, charges or encumbrances which, in the aggregate, could not reasonably be expected to have a Seller Material Adverse Effect. Effect on DAVN or any DAVN Subsidiaries. Except for (a) approvals under applicable Blue Sky laws, (b) the filing of the Certificate of Merger with the Delaware Secretary of State, and (c) Other than such filings, authorizations or approvals as contemplated may be set forth in Section 2.9Schedule 4.2, no action by authorization, consent or approval of, or filing with, any Governmental Entity public body, court or authority is necessary on the part of DAVN or any DAVN Subsidiary for Seller's execution and delivery of this Agreement or the consummation by Seller DAVN or the Shareholder Merger Sub of the transactions contemplated herebyby this Agreement, except where for such authorizations, consents, approvals and filings as to which the failure to obtain or take such action make the same would not not, in the aggregate, reasonably be expected (i) to prevent the consummation of the transactions contemplated hereby or (ii) to have a Seller Material Adverse EffectEffect on DAVN or Merger Sub. (d) Except for any action set forth on Schedule 3.3, no consents, approvals, orders, registrations, declarations, filings or authorizations are required on the part of Seller for or in connection with the execution and delivery of this Agreement or the consummation by Seller of the transactions contemplated on its part hereby.

Authority Relative to this Agreement; Non-Contravention. (a) Seller 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 Seller, the performance by Seller of its obligations hereunder Company and the consummation by Seller the Company of the transactions contemplated herein hereby have been duly authorized by the directors Company’s board of governors and, except for approval of this Agreement and shareholders the Merger by the requisite vote of Sellerthe Company’s members (the “Required Company Member Vote”), and no other corporate company proceedings on the part of Seller the Company are necessary to authorize the execution and delivery of this Agreement, the performance by Seller of its obligations hereunder Agreement and the consummation by Seller of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller the Company and, assuming it is a valid and binding obligation of Select Video and Acquisition Co., constitutes a valid and binding obligation of Seller, the Company enforceable against it in accordance with its terms, except to the extent that such enforceability as enforcement may be limited by applicable general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, fraudulent transfer, reorganization or insolvency and similar laws affecting the creditors’ rights and remedies generally. The Company is not subject to, or obligated under, any provision of creditors generally (a) its articles of organization, member control agreement or by general principles of equity. bylaws, (b) Except as set forth in Schedule 3.3any agreement, neither the execution and delivery of this Agreement by Seller nor the consummation by Seller of the transactions contemplated herein nor compliance by Seller with any of the provisions hereof will (i) conflict with arrangement or result in any breach of the certificate of incorporation or bylaws of Sellerunderstanding, (iic) result any license, franchise or permit or (d) subject to obtaining the approvals referred to in a violation the next sentence, any law, regulation, order, judgment or breach of any provisions ofdecree, which would conflict with, be breached or violated, or constitute a default (or an event which, with notice or lapse in respect of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in which a right of termination or acceleration underor any security interest, charge or result in the creation of any Lien (other than any Permitted Lien) upon any of the Assets of Seller under, or result in the loss of a material benefit under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Seller is a party or by which Seller or encumbrance on any of its properties assets would be created, by the execution, delivery or assets may be bound, or any permit, concession, franchise or license applicable to it or its properties or assets or (iii) conflict with or violate any judgment, ruling, order, writ, injunction, decree, law, statute, rule or regulation applicable to Seller or any of its properties or assets, other than any such event described in items (ii) or (iii) which could not reasonably be expected (x) to prevent the consummation of the transactions contemplated hereby or (y) to have a Seller Material Adverse Effect. (c) Other than as contemplated in Section 2.9, no action by any Governmental Entity is necessary for Seller's execution and delivery performance of this Agreement Agreement, or the consummation by Seller or the Shareholder of the transactions contemplated hereby, except where as would not have a Material Adverse Effect on the Company. Except for (i) approvals under applicable blue sky laws, (ii) the filing of the Articles of Merger with the appropriate state authorities, and (iii) such other filings, authorizations or approvals as may be required by applicable state laws, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of the Company for the consummation by 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 take such action make the same would not not, in the aggregate, reasonably be expected (i) to prevent have a Material Adverse Effect on the Company or the Surviving Company or adversely affect the consummation of the transactions contemplated hereby or (ii) to have a Seller Material Adverse Effect. (d) Except for any action set forth on Schedule 3.3, no consents, approvals, orders, registrations, declarations, filings or authorizations are required on the part of Seller for or in connection with the execution and delivery of this Agreement or the consummation by Seller of the transactions contemplated on its part hereby.

Authority Relative to this Agreement; Non-Contravention. (a) Seller 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 Seller, the performance by Seller of its obligations hereunder FGH and the consummation by Seller FGH of the transactions contemplated herein hereby have been duly authorized by the directors Board of Directors of FGH and, except for approval of this Agreement and shareholders the Merger by the requisite vote or consent of SellerFGH’s stockholders (the “Requisite FGH Stockholder Vote”), and no other corporate proceedings on the part of Seller FGH are necessary to authorize the execution and delivery of this Agreement, the performance by Seller of its obligations hereunder Agreement and the consummation by Seller of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller FGH and, assuming it is a valid and binding obligation of Pacific and Pacific Merger Corp, constitutes a valid and binding obligation of Seller, FGH enforceable against it in accordance with its terms, terms except to the extent that such enforceability as enforcement may be limited by applicable general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, fraudulent transfer, reorganization or insolvency and similar laws affecting the creditors’ rights and remedies generally. FGH is not subject to, or obligated under, any provision of creditors generally (a) its Certificate of Formation or by general principles of equity. Bylaws, (b) Except as set forth in Schedule 3.3any agreement, neither the execution and delivery of this Agreement by Seller nor the consummation by Seller of the transactions contemplated herein nor compliance by Seller with any of the provisions hereof will (i) conflict with arrangement or result in any breach of the certificate of incorporation or bylaws of Sellerunderstanding, (iic) result any license, franchise or permit or (d) subject to obtaining the approvals referred to in a violation the next sentence, any law, regulation, order, judgment or breach of any provisions ofdecree, which would conflict with, be breached or violated, or constitute a default (or an event which, with notice or lapse in respect of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in which a right of termination or acceleration underor any security interest, charge or result in the creation of any Lien (other than any Permitted Lien) upon any of the Assets of Seller under, or result in the loss of a material benefit under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Seller is a party or by which Seller or encumbrance on any of its properties assets would be created, by the execution, delivery or assets may be boundperformance of this Agreement, or any permit, concession, franchise or license applicable to it or its properties or assets or (iii) conflict with or violate any judgment, ruling, order, writ, injunction, decree, law, statute, rule or regulation applicable to Seller or any of its properties or assets, other than any such event described in items (ii) or (iii) which could not reasonably be expected (x) to prevent the consummation of the transactions contemplated hereby 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) to have a Seller Material Adverse Effect. (c) Other than as contemplated in Section 2.9the filing of the Certificate of Merger with the Secretary of State of Texas, no action by authorization, consent or approval of, or filing with, any Governmental Entity public body, court or authority is necessary on the part of FGH for Seller's execution and delivery of this Agreement or the consummation by Seller or the Shareholder FGH of the transactions contemplated herebyby this Agreement, except where for such authorizations, consents, approvals and filings as to which the failure to obtain or take such action make the same would not not, in the aggregate, reasonably be expected (i) to prevent have a Material Adverse Effect on FGH or the Surviving Company or adversely affect the consummation of the transactions contemplated hereby or (ii) to have a Seller Material Adverse Effect. (d) Except for any action set forth on Schedule 3.3, no consents, approvals, orders, registrations, declarations, filings or authorizations are required on the part of Seller for or in connection with the execution and delivery of this Agreement or the consummation by Seller of the transactions contemplated on its part hereby.

Authority Relative to this Agreement; Non-Contravention. (a) Seller 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 Seller, the performance by Seller of its obligations hereunder Company and the consummation by Seller the Company of the transactions contemplated herein hereby have been duly authorized by the directors Board of Directors of the Company and, except for approval of this Agreement and the Merger by the requisite vote of the Company’s shareholders of Seller(the "Requisite Company Shareholder Vote"), and no other corporate proceedings on the part of Seller the Company are necessary to authorize the execution and delivery of this Agreement, the performance by Seller of its obligations hereunder Agreement and the consummation by Seller of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller the Company and, assuming it is a valid and binding obligation of DAVN and Merger Sub, constitutes a valid and binding obligation of Seller, the Company enforceable against it in accordance with its terms, except to the extent that such enforceability as enforcement may be limited by applicable general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, fraudulent transfer, reorganization or insolvency and similar laws affecting the creditors’ rights of creditors generally or by general principles of equity. (b) and remedies generally. Except as set forth in Schedule 3.33.2, neither the execution and delivery Company is not subject to, or obligated under, any provision of this Agreement by Seller nor the consummation by Seller (a) its Articles of the transactions contemplated herein nor compliance by Seller with any of the provisions hereof will (i) conflict with Incorporation or result in any breach of the certificate of incorporation or bylaws of SellerBylaws, (iib) result any agreement, arrangement or understanding, (c) any license, franchise or permit or (d) subject to obtaining the approvals referred to in a violation the next sentence, any law, regulation, order, judgment or breach of any provisions ofdecree, which would conflict with, be breached or violated, or constitute a default (or an event which, with notice or lapse in respect of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in which a right of termination or acceleration underor any security interest, charge or result in the creation of any Lien (other than any Permitted Lien) upon any of the Assets of Seller under, or result in the loss of a material benefit under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Seller is a party or by which Seller or encumbrance on any of its properties assets would be created, by the execution, delivery or assets may be boundperformance of this Agreement, or any permit, concession, franchise or license applicable to it or its properties or assets or (iii) conflict with or violate any judgment, ruling, order, writ, injunction, decree, law, statute, rule or regulation applicable to Seller or any of its properties or assets, other than any such event described in items (ii) or (iii) which could not reasonably be expected (x) to prevent the consummation of the transactions contemplated hereby or (y) to have a Seller Material Adverse Effect. (c) Other than as contemplated in Section 2.9, no action by any Governmental Entity is necessary for Seller's execution and delivery of this Agreement or the consummation by Seller or the Shareholder of the transactions contemplated hereby, except where other than any such conflicts, breaches, violations, rights of termination or acceleration or security interests, charges or encumbrances which, in the failure to obtain or take such action would aggregate, could not reasonably be expected (i) to prevent the consummation of the transactions contemplated hereby or (ii) to have result in a Seller Material Adverse Effect. (d) Effect on the Company or the Surviving Company. Except for any action set forth on Schedule 3.3, no consents, approvals, orders, registrations, declarations, filings or authorizations are required on the part of Seller for or in connection with the execution and delivery of this Agreement or the consummation by Seller of the transactions contemplated on its part hereby.(a) approvals under applicable Blue Sky laws,

Authority Relative to this Agreement; Non-Contravention. (a) Seller CIBER 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 SellerCIBER, the performance by Seller CIBER of its obligations hereunder and the consummation by Seller CIBER of the transactions contemplated herein have been duly authorized by the board of directors and shareholders of SellerCIBER, and no other corporate proceedings on the part of Seller CIBER are necessary to authorize the execution and delivery of this Agreement, the performance by Seller CIBER of its respective obligations hereunder and the consummation by Seller CIBER of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller CIBER and constitutes a valid and binding obligation of SellerCIBER, enforceable against it in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization or similar laws affecting the rights of creditors generally or by general principles of equity. (b) Except as set forth in Schedule 3.3, neither Neither the execution and delivery of this Agreement by Seller CIBER nor the consummation by Seller CIBER of the transactions contemplated herein nor compliance by Seller CIBER with any of the provisions hereof will (i) conflict with or result in any breach of the certificate of incorporation or bylaws by-laws of SellerCIBER, (ii) result in a violation or breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than any Permitted Lien) upon any of the Assets properties or assets of Seller CIBER, under, or result in the loss of a material benefit under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Seller CIBER is a party or by which Seller CIBER or any of its properties or assets may be bound, or any permit, concession, franchise or license applicable to it or its properties or assets or (iii) subject to compliance with the statutes and regulations referred to in subsection (c) below, conflict with or violate any judgment, ruling, order, writ, injunction, decree, law, statute, rule or regulation applicable to Seller CIBER or any of its properties or assets, other than any such event described in items (ii) or (iii) which could that would not reasonably be expected (x) to prevent the consummation of the transactions contemplated hereby or (y) to have a Seller CIBER Material Adverse Effect. (c) Other than as contemplated in Section 2.9, no action by any Governmental Entity is necessary for SellerCIBER's execution and delivery of this Agreement or the consummation by Seller or the Shareholder CIBER of the transactions contemplated hereby, except where the failure to obtain or take such action would not reasonably be expected (i) to prevent the consummation of the transactions contemplated hereby or (ii) to have a Seller CIBER Material Adverse Effect. (d) Except for any action set forth on Schedule 3.3contemplated by Section 2.9, no consents, approvals, orders, registrations, declarations, filings or authorizations are required on the part of Seller CIBER for or in connection with the execution and delivery of this Agreement or the consummation by Seller CIBER of the transactions contemplated on its part hereby.

Authority Relative to this Agreement; Non-Contravention. (a) Seller The ------------------------------------------------------- Purchaser has the requisite corporate power and authority to enter into this Agreement and Agreement, to carry out its obligations hereunderhereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Seller, the performance by Seller of its obligations hereunder Purchaser and the consummation by Seller the Purchaser of the transactions contemplated herein hereby have been duly authorized by all requisite corporate action on behalf of the directors and shareholders of Seller, Purchaser and no other corporate proceedings on the part of Seller the Purchaser are necessary to authorize the execution this Agreement and delivery of this Agreement, the performance by Seller of its obligations hereunder and the consummation by Seller of the transactions contemplated herebysuch transactions. This Agreement has been duly executed and delivered by Seller the Purchaser and constitutes a valid and binding obligation of Sellerthe Purchaser, enforceable against it in accordance with its terms, except to as the extent that such enforceability hereof may be limited by applicable bankruptcy, insolvency, fraudulent transfermoratorium, reorganization or similar laws affecting the enforcement of creditors' rights generally and to judicial limitations on the enforcement of creditors generally or the remedy of specific performance and other equitable remedies and except as the indemnification provisions of the registration rights described in Exhibit F may be limited by general principles of equity. public policy. The Purchaser is neither subject to, nor obligated under, any provision of (a) its charter or bylaws, (b) Except as set forth in Schedule 3.3any agreement, neither the execution and delivery of this Agreement by Seller nor the consummation by Seller of the transactions contemplated herein nor compliance by Seller with any of the provisions hereof will (i) conflict with arrangement or result in any breach of the certificate of incorporation or bylaws of Sellerunderstanding, (iic) result any license, franchise or pen-nit or (d) subject to obtaining the approvals referred to in a violation the next sentence, any law, regulation, order, judgment or breach of any provisions ofdecree, which would be breached or violated, or constitute a default (or an event which, with notice or lapse in respect of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in which a right of termination or acceleration under, or result in the creation of any Lien (other than any Permitted Lien) upon any of the Assets of Seller under, or result in the loss of a material benefit under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Seller is a party or by which Seller or encumbrance on any of its properties assets would be created, by the execution, delivery or assets may be bound, performance of this Agreement or any permit, concession, franchise or license applicable to it or its properties or assets or (iii) conflict with or violate any judgment, ruling, order, writ, injunction, decree, law, statute, rule or regulation applicable to Seller or any of its properties or assets, other than any such event described in items (ii) or (iii) which could not reasonably be expected (x) to prevent the consummation of the transactions contemplated hereby hereby, other than any such breaches, violations, terminations, accelerations or encumbrances which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on (y) the business, assets, liabilities, results of operations or financial condition of the Purchaser and its subsidiaries, taken as a whole, or (z) on the ability of the Purchaser to have a Seller Material Adverse Effect. (c) Other than as perform its obligations under or with respect to, or to consummate the transactions contemplated in Section 2.9by, no action by any Governmental Entity is necessary for Seller's execution and delivery of this Agreement, the Flow Agreement or the Service Provider Agreement. Other than any approvals or filings required under the BHCA or the HSR Act, and 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 the Purchaser for the consummation by Seller or the Shareholder Purchaser of the transactions contemplated hereby, except where the failure to obtain or take such action would not reasonably be expected (i) to prevent the consummation of the transactions contemplated hereby or (ii) to have a Seller Material Adverse Effectby this Agreement. (d) Except for any action set forth on Schedule 3.3, no consents, approvals, orders, registrations, declarations, filings or authorizations are required on the part of Seller for or in connection with the execution and delivery of this Agreement or the consummation by Seller of the transactions contemplated on its part hereby.

Authority Relative to this Agreement; Non-Contravention. (a) Seller 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 Seller, the performance by Seller of its obligations hereunder and the consummation by Seller of the transactions contemplated herein have been duly authorized by the directors Board of Directors and shareholders Shareholders of Seller, and no other corporate proceedings proceeding on the part of Seller are necessary to authorize the execution and delivery of this Agreement, the performance by Seller of its respective obligations hereunder and the consummation by Seller of the transactions contemplated herebyhereunder. This Agreement has been duly executed and delivered by Seller and Shareholders and, subject to the terms and conditions hereof, constitutes a valid and binding obligation of Sellerit, enforceable against it them in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization or similar laws affecting the rights of creditors generally or by general principles principals of equity. (b) Except as set forth in Schedule 3.3, neither Neither the execution and delivery of this Agreement by Seller Seller, nor the consummation by Seller of the transactions contemplated herein nor compliance by Seller with any of the provisions hereof will materially (i) conflict with or result in any breach of the certificate articles of incorporation or bylaws by-laws of Seller, (ii) subject to the receipt of required consents to assignments of real property leases and other Restaurant Assets, result in a violation or breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than any Permitted Lien) upon any of the Assets of Seller under, or result in the loss of a material benefit under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which the Seller is a party or by which Seller or any of its properties or assets may be bound, or any permit, concession, franchise or license applicable to it or its properties or assets or (iii) subject to the receipt of required consents to assignments of real property leases and other Restaurant Assets, conflict with or violate any judgment, ruling, order, writ, injunction, decree, law, statute, rule or regulation applicable to Seller or any of its properties or assets, other than any such event described in items (ii) or (iii) which could not reasonably be expected (x) to prevent the consummation of the transactions contemplated hereby or (y) to have a Seller Material Adverse Effecthereby. (c) Other than as contemplated in Section 2.9, no No action by any Governmental Entity governmental authority is necessary for Seller's execution and delivery of this Agreement or the consummation by Seller or the Shareholder Shareholders of the transactions contemplated hereby, except where the failure to obtain or take such action would not reasonably be expected (i) to prevent the consummation of the transactions contemplated hereby hereby, subject to the receipt of required consents to assignments of governmental licenses or (ii) to have a Seller Material Adverse Effectpermits, if any. (d) Except for any action set forth on Schedule 3.3To the best knowledge of Seller and Shareholder's, no consents, approvals, orders, registrations, declarations, filings or authorizations are required on the part of Seller for or in connection with the execution and delivery of this Agreement or the consummation by Seller of the transactions contemplated on its part hereby, except required consents to assignments of real property leases and other Restaurant Assets.