Common use of Authority to Execute and Perform Agreement; No Breach Clause in Contracts

Authority to Execute and Perform Agreement; No Breach. Shareholder has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement, and to sell, assign, transfer and convey the Purchased Shares and to perform fully its obligations hereunder. This Agreement has been duly executed and delivered by such Shareholder and, assuming due execution and delivery by, and enforceability against, the Company, constitutes the valid and binding obligation of Shareholder enforceable in accordance with its terms, subject to the qualifications that enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors, and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). No approval or consent of, or filing with, any governmental or regulatory body, and no approval or consent of, or filing with, any other person is required to be obtained by Shareholder or in connection with the execution and delivery by Shareholder of this Agreement and consummation and performance by them of the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Shareholder and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by Shareholder will not:

Authority to Execute and Perform Agreement; No Breach. Shareholder Wastech has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement, and to sell, assign, transfer and convey the Purchased Shares Subsidiary Stock and to perform fully its the respective obligations hereunder. This Agreement has been duly executed and delivered by such Shareholder Wastech and, assuming due execution and delivery by, and enforceability against, the CompanyBlaze, constitutes the valid and binding obligation of Shareholder Wastech enforceable in accordance with its terms, subject to the qualifications that enforcement of the rights and remedies created hereby is subject to (ia) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors, and (iib) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). No approval or consent of, or filing with, any governmental or regulatory bodyGovernmental Entity, and no approval or consent of, or filing withfiling, with any other person Person is required to be obtained by Shareholder Wastech or in connection with the execution and delivery by Shareholder Wastech of this Agreement and consummation and performance by them of the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Shareholder Wastech and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by Shareholder Wastech will not:

Authority to Execute and Perform Agreement; No Breach. Each Shareholder has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement, and to sell, assign, transfer and convey the Purchased Shares Decorate Stock and to perform fully its their respective obligations hereunder. This Agreement has been duly executed and delivered by such each Shareholder and, assuming due execution and delivery by, and enforceability against, the CompanyGuidelocator, constitutes the valid and binding obligation of each Shareholder enforceable in accordance with its terms, subject to the qualifications that enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors, and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). No approval or consent of, or filing with, any governmental or regulatory body, and no approval or consent of, or filing with, any other person is required to be obtained by Shareholder the Shareholders or in connection with the execution and delivery by Shareholder the Shareholders of this Agreement and consummation and performance by them of the transactions contemplated hereby. The execution, delivery and performance of this Agreement by each Shareholder and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by each Shareholder will not:

Authority to Execute and Perform Agreement; No Breach. Shareholder has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement, and to sell, assign, transfer and convey the Purchased Shares and to perform fully its obligations hereunder. This Agreement has been duly executed and delivered by such Shareholder and, assuming due execution and delivery by, and enforceability against, the Company, constitutes the valid and binding obligation of Shareholder enforceable in accordance with its terms, subject to the qualifications that enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors, and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). No approval or consent of, or filing with, any governmental or regulatory body, and no approval or consent of, or filing with, any other person is required to be obtained by Shareholder or in connection with the execution and delivery by Shareholder of this Agreement and consummation and performance by them of the transactions contemplated hereby, other than as set forth on Schedule 1.2. The execution, delivery and performance of this Agreement by Shareholder and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by Shareholder will not:

Authority to Execute and Perform Agreement; No Breach. Each Shareholder has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement, and to sell, assign, transfer and convey the Purchased Shares Integra Stock and to perform fully its their respective obligations hereunder. This Agreement has been duly executed and delivered by such each Shareholder and, assuming due execution and delivery by, and enforceability against, the Companyagainst Columbialum, constitutes the valid and binding obligation of each Shareholder enforceable in accordance with its terms, subject to the qualifications that enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors, and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). No approval or consent of, or filing with, any governmental or regulatory body, and no approval or consent of, or filing with, any other person is required to be obtained by Shareholder the Shareholders or in connection with the execution and delivery by Shareholder the Shareholders of this Agreement and consummation and performance by them of the transactions contemplated hereby. The execution, delivery and performance of this Agreement by each Shareholder and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by each Shareholder will not:

Authority to Execute and Perform Agreement; No Breach. Each Shareholder has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement, and to sell, assign, transfer and convey the Purchased Shares Onny Stock and to perform fully its his respective obligations hereunder. This Agreement has been duly executed and delivered by such each Shareholder and, assuming due execution and delivery by, and enforceability against, the Companyagainst COMPANY, constitutes the valid and binding obligation of each Shareholder enforceable in accordance with its terms, subject to the qualifications that enforcement of the rights and remedies created hereby is subject to (ia) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors, and (iib) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). No approval or consent of, or filing with, any governmental or regulatory bodyGovernmental Entity, and no approval or consent of, or filing withfiling, with any other person Person is required to be obtained by Shareholder the Shareholders or in connection with the execution and delivery by Shareholder the Shareholders of this Agreement and consummation and performance by them of the transactions contemplated hereby. The execution, delivery and performance of this Agreement by each Shareholder and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by each Shareholder will not:

Authority to Execute and Perform Agreement; No Breach. Shareholder Wastech has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement, and to sell, assign, transfer and convey the Purchased Shares Subsidiary Units and to perform fully its the respective obligations hereunder. This Agreement has been duly executed and delivered by such Shareholder Wastech and, assuming due execution and delivery by, and enforceability against, the CompanyRoyal, constitutes the valid and binding obligation of Shareholder Wastech enforceable in accordance with its terms, subject to the qualifications that enforcement of the rights and remedies created hereby is subject to (ia) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors, and (iib) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). No approval or consent of, or filing with, any governmental or regulatory bodyGovernmental Entity, and no approval or consent of, or filing withfiling, with any other person Person is required to be obtained by Shareholder Wastech or in connection with the execution and delivery by Shareholder Wastech of this Agreement and consummation and performance by them of the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Shareholder Wastech and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by Shareholder Wastech will not:

Authority to Execute and Perform Agreement; No Breach. Each Shareholder has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement, and to sell, assign, transfer and convey the Purchased Shares VIEWPON Stock and to perform fully its their respective obligations hereunder. This Agreement has been duly executed and delivered by such each Shareholder and, assuming due execution and delivery by, and enforceability against, the CompanyBETA, constitutes the valid and binding obligation of each Shareholder enforceable in accordance with its terms, subject to the qualifications that enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors, and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). No approval or consent of, or filing with, any governmental or regulatory body, and no approval or consent of, or filing with, any other person is required to be obtained by Shareholder the Shareholders or in connection with the execution and delivery by Shareholder the Shareholders of this Agreement and consummation and performance by them of the transactions contemplated hereby. The execution, delivery and performance of this Agreement by each Shareholder and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by each Shareholder will not:

Authority to Execute and Perform Agreement; No Breach. Each Shareholder has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement, and to sell, assign, transfer and convey the Purchased Shares Bong Stock and to perform fully its their respective obligations hereunder. This Agreement has been duly executed and delivered by such each Shareholder and, assuming due execution and delivery by, and enforceability against, the Companyagainst Millennium, constitutes the valid and binding obligation of each Shareholder enforceable in accordance with its terms, subject to the qualifications that enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors, and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). No approval or consent of, or filing with, any governmental or regulatory body, and no approval or consent of, or filing with, any other person is required to be obtained by Shareholder the Shareholders or in connection with the execution and delivery by Shareholder the Shareholders of this Agreement and consummation and performance by them of the transactions contemplated hereby, other than as set forth in the Transmittal Letter. The execution, delivery and performance of this Agreement by each Shareholder and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by each Shareholder will not:

Authority to Execute and Perform Agreement; No Breach. Shareholder EESV has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement, and to sell, assign, transfer and convey the Purchased Shares Subsidiary Stock and to perform fully its his respective obligations hereunder. This Agreement has been duly executed and delivered by such Shareholder EESV and, assuming due execution and delivery by, and enforceability against, the CompanyBlaze, constitutes the valid and binding obligation of Shareholder EESV enforceable in accordance with its terms, subject to the qualifications that enforcement of the rights and remedies created hereby is subject to (ia) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors, and (iib) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). No approval or consent of, or filing with, any governmental or regulatory bodyGovernmental Entity, and no approval or consent of, or filing withfiling, with any other person Person is required to be obtained by Shareholder EESV or in connection with the execution and delivery by Shareholder EESV of this Agreement and consummation and performance by them of the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Shareholder EESV and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by Shareholder EESV will not:

Authority to Execute and Perform Agreement; No Breach. Shareholder Radiant has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement, and to issue, sell, assign, transfer and convey the Purchased Radiant Shares and to perform fully its their respective obligations hereunder. This Agreement has been duly executed and delivered by such Shareholder Radiant and, assuming due execution and delivery by, and enforceability against, the CompanyRadiant, constitutes the valid and binding obligation of Shareholder Radiant enforceable in accordance with its terms, subject to the qualifications that enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors, and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). No approval or consent of, or filing with, any governmental or regulatory body, and no approval or consent of, or filing with, any other person is required to be obtained by Shareholder Radiant or in connection with the execution and delivery by Shareholder Radiant of this Agreement and consummation and performance by them of the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Shareholder Radiant and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by Shareholder Radiant will not:

Authority to Execute and Perform Agreement; No Breach. Each Shareholder has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement, and to sell, assign, transfer and convey the Purchased Shares Holding Co Stock and to perform fully its his respective obligations hereunder. This Agreement has been duly executed and delivered by such each Shareholder and, assuming due execution and delivery by, and enforceability against, the against Public Company, constitutes the valid and binding obligation of each Shareholder enforceable in accordance with its terms, subject to the qualifications that enforcement of the rights and remedies created hereby is subject to (ia) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors, and (iib) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). No approval or consent of, or filing with, any governmental or regulatory bodyGovernmental Entity, and no approval or consent of, or filing withfiling, with any other person Person is required to be obtained by Shareholder the Shareholders or in connection with the execution and delivery by Shareholder the Shareholders of this Agreement and consummation and performance by them of the transactions contemplated hereby. The execution, delivery and performance of this Agreement by each Shareholder and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by each Shareholder will not:

Authority to Execute and Perform Agreement; No Breach. Each Shareholder has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement, and to sell, assign, transfer and convey the Purchased Shares Global Stock and to perform fully its their respective obligations hereunder. This Agreement has been duly executed and delivered by such each Shareholder and, assuming due execution and delivery by, and enforceability against, the Companyagainst 1STOP, constitutes the valid and binding obligation of each Shareholder enforceable in accordance with its terms, subject to the qualifications that enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors, and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). No approval or consent of, or filing with, any governmental or regulatory body, and no approval or consent of, or filing with, any other person is required to be obtained by Shareholder the Shareholders or in connection with the execution and delivery by Shareholder the Shareholders of this Agreement and consummation and performance by them of the transactions contemplated hereby. The execution, delivery and performance of this Agreement by each Shareholder and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by each Shareholder will not:

Authority to Execute and Perform Agreement; No Breach. Each Selling Shareholder has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement, and to sell, assign, transfer and convey the Purchased Priveco Shares and to perform fully its his respective obligations hereunder. This Agreement has been duly executed and delivered by such each Selling Shareholder and, assuming due execution and delivery by, and enforceability against, the CompanyPubco, constitutes the valid and binding obligation of each Selling Shareholder enforceable in accordance with its terms, subject to the qualifications that enforcement of the rights and remedies created hereby is subject to (ia) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors, and (iib) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). No approval or consent of, or filing with, any governmental or regulatory bodyentity, and no approval or consent of, or filing withfiling, with any other person is required to be obtained by Shareholder the Selling Shareholders or in connection with the execution and delivery by Shareholder the Selling Shareholders of this Agreement and consummation and performance by them of the transactions contemplated hereby. The execution, delivery and performance of this Agreement by each Selling Shareholder and the consummation of the transactions Transactions contemplated hereby in accordance with the terms and conditions hereof by each Selling Shareholder will not:

Authority to Execute and Perform Agreement; No Breach. Each Shareholder has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement, and to sell, assign, transfer and convey the Purchased Shares Holding Co Stock and to perform fully its his respective obligations hereunder. This Agreement has been duly executed and delivered by such each Shareholder and, assuming due execution this Agreement constitutes the valid and delivery by, and enforceability against, the binding agreement of Public Company, constitutes the valid and binding obligation of each Shareholder enforceable in accordance with its terms, subject to the qualifications that enforcement of the rights and remedies created hereby is subject to (ia) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors, and (iib) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). No approval or consent of, or filing with, any governmental or regulatory bodyGovernmental Entity, and no approval or consent of, or filing withfiling, with any other person Person is required to be obtained by Shareholder the Shareholders or in connection with the execution and delivery by Shareholder the Shareholders of this Agreement and consummation and performance by them of the transactions contemplated hereby. The execution, delivery and performance of this Agreement by each Shareholder and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by each Shareholder will not:

Authority to Execute and Perform Agreement; No Breach. Shareholder has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement, and to sell, assign, transfer and convey the Purchased Shares IPoint Stock and to perform fully its their obligations hereunder. This Agreement has been duly executed and delivered by such the Shareholder and, assuming due execution and delivery by, and enforceability against, the Companyagainst Swordfish, constitutes the valid and binding obligation of the Shareholder enforceable in accordance with its terms, subject to the qualifications that enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors, and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). No approval or consent of, or filing with, any governmental or regulatory body, and no approval or consent of, or filing with, any other person is required to be obtained by the Shareholder or in connection with the execution and delivery by the Shareholder of this Agreement and consummation and performance by them of the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Shareholder and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by each Shareholder will not:

Authority to Execute and Perform Agreement; No Breach. Each Shareholder and his affiliates has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement, and to sell, assign, transfer and convey the Purchased Shares GPEH Stock and to perform fully its their respective obligations hereunder. This Agreement has been duly executed and delivered by such each Shareholder and, assuming due execution and delivery by, and enforceability against, the CompanyDr. Owl, constitutes the valid and binding obligation of each Shareholder enforceable in accordance with its terms, subject to the qualifications that enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors, and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). No approval or consent of, or filing with, any governmental or regulatory body, and no approval or consent of, or filing with, any other person is required to be obtained by Shareholder the Shareholders or his affiliates or in connection with the execution and delivery by Shareholder the Shareholders of this Agreement and consummation and performance by them of the transactions contemplated hereby. The execution, delivery and performance of this Agreement by each Shareholder and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by each Shareholder will not:

Authority to Execute and Perform Agreement; No Breach. Each Shareholder has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement, and to sell, assign, transfer and convey the Purchased Shares SiriComm Stock and to perform fully its their respective obligations hereunder. This Agreement has been duly executed and delivered by such each Shareholder and, assuming due execution and delivery by, and enforceability against, the Companyagainst FPHI, constitutes the valid and binding obligation of each Shareholder enforceable in accordance with its terms, subject to the qualifications that enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium moratorium, and other laws of general application affecting the rights and remedies of creditors, and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). No approval or consent of, or filing with, any governmental or regulatory body, and no approval or consent of, or filing with, any other person is required to be obtained by Shareholder the Shareholders or in connection with the execution and delivery by Shareholder the Shareholders of this Agreement and consummation and performance by them of the transactions contemplated hereby. The execution, delivery and performance of this Agreement by each Shareholder and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by each Shareholder will not:

Authority to Execute and Perform Agreement; No Breach. Shareholder Each Stockholder has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement, and to sell, assign, transfer and convey the Purchased Shares CareView Stock and to perform fully its their respective obligations hereunder. This Agreement has been duly executed and delivered by such Shareholder each Stockholder and, assuming due execution and delivery by, and enforceability against, the Companyagainst ECGT, constitutes the valid and binding obligation of Shareholder each Stockholder enforceable in accordance with its terms, subject to the qualifications that enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium moratorium, and other laws of general application affecting the rights and remedies of creditors, and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). No approval or consent of, or filing with, any governmental or regulatory body, and no approval or consent of, or filing with, any other person is required to be obtained by Shareholder the Stockholders or in connection with the execution and delivery by Shareholder the Stockholders of this Agreement and consummation and performance by them of the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Shareholder each Stockholder and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by Shareholder each Stockholder will not: