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

Authority to Execute and Perform Agreement; No Breach. Such 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 Company Shares owned by such Shareholder and to perform fully their respective obligations hereunder. This Agreement has been duly executed and delivered by such Shareholder and, assuming due execution and delivery by, and enforceability against, Purchaser, constitutes the valid and binding obligation of such 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 such Shareholder or in connection with the execution and delivery by such 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 such Shareholder and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by such Shareholder will not: (a) knowingly violate, conflict with or result in the breach of any of the material terms of, or constitute (or with notice or lapse of time or both would constitute) a material default under, any contract, lease, agreement or other instrument or obligation to which such Shareholder is a party or by or to which any of the properties and assets of such Shareholder may be bound or subject; (b) violate any order, judgment, injunction, award or decree of any court, arbitrator, governmental or regulatory body, by which either such Shareholder or the securities, assets, properties or business of such Shareholder is bound; or (c) knowingly violate any statute, law or regulation.

Authority to Execute and Perform Agreement; No Breach. Such 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 Company Shares owned by such Shareholder USAVE Stock and to perform fully 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, PurchaserBETA, constitutes the valid and binding obligation of such 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 such Shareholder the Shareholders or in connection with the execution and delivery by such Shareholder the Shareholders of this Agreement and consummation and performance by them of the transactions contemplated hereby, other than as set forth on Schedule 1.23.2. The execution, delivery and performance of this Agreement by such each Shareholder and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by such each Shareholder will not: (a) knowingly violate, conflict with or result in the breach of any of the material terms of, or constitute (or with notice or lapse of time or both would constitute) a material default under, any contract, lease, agreement or other instrument or obligation to which such a Shareholder is a party or by or to which any of the properties and assets of such Shareholder any of the Shareholders may be bound or subject; (b) violate any order, judgment, injunction, award or decree of any court, arbitrator, governmental or regulatory body, by which either such a Shareholder or the securities, assets, properties or business of such Shareholder any of them is bound; or (c) knowingly violate any statute, law or regulation.

Authority to Execute and Perform Agreement; No Breach. Such 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 Company Shares owned by such Shareholder MSSI Stock and to perform fully 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, PurchaserSSI, constitutes the valid and binding obligation of such 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 such Shareholder the Shareholders or his affiliates or in connection with the execution and delivery by such Shareholder the Shareholders 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 such each Shareholder and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by such each Shareholder will not: (a) knowingly violate, conflict with or result in the breach of any of the material terms of, or constitute (or with notice or lapse of time or both would constitute) a material default under, any contract, lease, agreement or other instrument or obligation to which such a Shareholder is a party or by or to which any of the properties and assets of such Shareholder any of the Shareholders may be bound or subject; (b) violate any order, judgment, injunction, award or decree of any court, arbitrator, governmental or regulatory body, by which either such a Shareholder or the securities, assets, properties or business of such Shareholder any of them is bound; or (c) knowingly violate any statute, law or regulationregulation to which Shareholder is subject.

Authority to Execute and Perform Agreement; No Breach. Such 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 Company Purchased Shares owned by such Shareholder and to perform fully their respective its obligations hereunder. This Agreement has been duly executed and delivered by such Shareholder and, assuming due execution and delivery by, and enforceability against, Purchaserthe Company, constitutes the valid and binding obligation of such 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 such Shareholder or in connection with the execution and delivery by such 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 such Shareholder and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by such Shareholder will not: (ai) knowingly violate, conflict with or result in the breach of any of the material terms of, or constitute (or with notice or lapse of time or both would constitute) a material default under, any contract, lease, agreement or other instrument or obligation to which such Shareholder is a party or by or to which any of the properties and assets of such Shareholder may be bound or subject; (bii) violate any order, judgment, injunction, award or decree of any court, arbitrator, governmental or regulatory body, by which either such Shareholder or the securities, assets, properties or business of such Shareholder is bound; or (ciii) knowingly violate any statute, law or regulation.

Authority to Execute and Perform Agreement; No Breach. Such Shareholder Each Seller 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 Company Shares owned by such Shareholder Agreement and to perform fully their respective obligations hereunder. This Agreement has been duly executed and delivered by such Shareholder Seller and, assuming due execution and delivery by, and enforceability against, PurchaserPurchasers, constitutes the valid and binding obligation of such Shareholder Seller 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 such Shareholder Sellers or in connection with the execution and delivery by such Shareholder Sellers 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 such Shareholder Sellers and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by such Shareholder Sellers will not: (a) knowingly violate, conflict with or result in the breach of any of the material terms of, or constitute (or with notice or lapse of time or both would constitute) a material default under, any contract, lease, agreement or other instrument or obligation to which such Shareholder Sellers is a party or by or to which any of the properties and assets of such Shareholder Sellers may be bound or subject; (b) violate any order, judgment, injunction, award or decree of any court, arbitrator, governmental or regulatory body, by which either such Shareholder Sellers or the securities, assets, properties or business of such Shareholder Sellers is bound; or (c) knowingly violate any statute, law or regulation.

Authority to Execute and Perform Agreement; No Breach. Such 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 Company Shares owned by such Shareholder Holding Co Stock and to perform fully their 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, PurchaserPublic Company, constitutes the valid and binding obligation of such 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 such Shareholder the Shareholders or in connection with the execution and delivery by such Shareholder the Shareholders 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 such each Shareholder and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by such each Shareholder will not: (a) knowingly violate, conflict with or result in the breach of any of the material terms of, or constitute (or with notice or lapse of time or both would constitute) a material default under, any contract, lease, agreement or other instrument or obligation to which such a Shareholder is a party or by or to which any of the properties and assets of such Shareholder any of the Shareholders may be bound or subject; (b) violate any order, judgment, injunction, award or decree of any court, arbitrator, governmental or regulatory body, by which either such a Shareholder or the securities, assets, properties or business of such Shareholder any of them is bound; or (c) knowingly violate any statute, law or regulationregulation to which any Shareholder is subject.

Authority to Execute and Perform Agreement; No Breach. Such Each Xxxxxx 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 Company Shares owned by such Shareholder Xxxxxx Stock and to perform fully their his respective obligations hereunder. This Agreement has been duly executed and delivered by such each Xxxxxx Shareholder and, assuming due execution and delivery by, and enforceability against, Purchaseragainst RNS and the RNS Redeemed Shareholder, constitutes the valid and binding obligation of such each Xxxxxx 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 such Shareholder the Xxxxxx Shareholders or in connection with the execution and delivery by such Shareholder the Xxxxxx Shareholders 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 such each Xxxxxx Shareholder and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by such each Xxxxxx Shareholder will not: (a) knowingly violate, conflict with or result in the breach of any of the material terms of, or constitute (or with notice or lapse of time or both would constitute) a material default under, any contract, lease, agreement or other instrument or obligation to which such a Xxxxxx Shareholder is a party or by or to which any of the properties and assets of such Shareholder any of the Xxxxxx Shareholders may be bound or subject; (b) violate any order, judgment, injunction, award or decree of any court, arbitrator, governmental or regulatory body, by which either such a Xxxxxx Shareholder or the securities, assets, properties or business of such Shareholder any of them is bound; or (c) knowingly violate any statute, law or regulationregulation to which any Xxxxxx Shareholder is subject.

Authority to Execute and Perform Agreement; No Breach. Such 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 Company Shares owned by such Shareholder GPEH Stock and to perform fully 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, PurchaserDr. Owl, constitutes the valid and binding obligation of such 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 such Shareholder the Shareholders or his affiliates or in connection with the execution and delivery by such Shareholder the Shareholders 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 such each Shareholder and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by such each Shareholder will not: (a) knowingly violate, conflict with or result in the breach of any of the material terms of, or constitute (or with notice or lapse of time or both would constitute) a material default under, any contract, lease, agreement or other instrument or obligation to which such a Shareholder is a party or by or to which any of the properties and assets of such Shareholder any of the Shareholders may be bound or subject; (b) violate any order, judgment, injunction, award or decree of any court, arbitrator, governmental or regulatory body, by which either such a Shareholder or the securities, assets, properties or business of such Shareholder any of them is bound; or (c) knowingly violate any statute, law or regulationregulation to which Shareholder is subject.

Authority to Execute and Perform Agreement; No Breach. Such 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 Company Priveco Shares owned by such Shareholder and to perform fully their 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, PurchaserPubco, constitutes the valid and binding obligation of such 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 such Shareholder the Selling Shareholders or in connection with the execution and delivery by such Shareholder the Selling Shareholders 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 such each Selling Shareholder and the consummation of the transactions Transactions contemplated hereby in accordance with the terms and conditions hereof by such each Selling Shareholder will not: (a) knowingly violate, conflict with or result in the breach of any of the material terms of, or constitute (or with notice or lapse of time or both would constitute) a material default under, any contract, lease, agreement or other instrument or obligation to which such a Selling Shareholder is a party or by or to which any of the properties and assets of such Shareholder any of the Selling Shareholders may be bound or subject; (b) violate any order, judgment, injunction, award or decree of any court, arbitrator, governmental or regulatory body, by which either such a Selling Shareholder or the securities, assets, properties or business of such Shareholder any of them is bound; or (c) knowingly violate any statute, law or regulationregulation to which any Selling Shareholder is subject.

Authority to Execute and Perform Agreement; No Breach. Such 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 Company Shares owned by such Shareholder Holding Co Stock and to perform fully their 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, Purchaserbinding agreement of Public Company, constitutes the valid and binding obligation of such 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 such Shareholder the Shareholders or in connection with the execution and delivery by such Shareholder the Shareholders 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 such each Shareholder and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by such each Shareholder will not: (a) knowingly violate, conflict with or result in the breach of any of the material terms of, or constitute (or with notice or lapse of time or both would constitute) a material default under, any contract, lease, agreement or other instrument or obligation to which such Shareholder is a party or by or to which any of the properties and assets of such Shareholder may be bound or subject; (b) violate any order, judgment, injunction, award or decree of any court, arbitrator, governmental or regulatory body, by which either such Shareholder or the securities, assets, properties or business of such Shareholder is bound; or (c) knowingly violate any statute, law or regulationregulation to which such Shareholder is subject.

Authority to Execute and Perform Agreement; No Breach. Such 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 Company Shares owned by such Shareholder SiriComm Stock and to perform fully 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, Purchaseragainst FPHI, constitutes the valid and binding obligation of such 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 such Shareholder the Shareholders or in connection with the execution and delivery by such Shareholder the Shareholders 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 such each Shareholder and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by such each Shareholder will not: (a) knowingly violate, conflict with or result in the breach of any of the material terms of, or constitute (or with notice or lapse of time or both would constitute) a material default under, any contract, lease, agreement or other instrument or obligation to which such a Shareholder is a party or by or to which any of the properties and assets of such Shareholder any of the Shareholders may be bound or subject; (b) violate any order, judgment, injunction, award or decree of any court, arbitrator, governmental or regulatory body, by which either such a Shareholder or the securities, assets, properties or business of such Shareholder any of them is bound; or (c) knowingly violate any statute, law or regulation.

Authority to Execute and Perform Agreement; No Breach. Such Each Principal 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 Company Shares owned by such Shareholder Mxxx Jxxx Group Stock and to perform fully their respective obligations hereunder. This Agreement has been duly executed and delivered by such each Principal Shareholder and, assuming due execution and delivery by, and enforceability against, Purchaseragainst Pladeo, constitutes the valid and binding obligation of such each Principal 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 such Shareholder the Principal Shareholders or in connection with the execution and delivery by such Shareholder the Principal Shareholders of this Agreement and consummation and performance by them of the transactions contemplated hereby, other than as set forth on Schedule 1.2in the Transmittal Letter. The execution, delivery and performance of this Agreement by such each Principal Shareholder and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by such each Principal Shareholder will not: (a) knowingly violate, conflict with or result in the breach of any of the material terms of, or constitute (or with notice or lapse of time or both would constitute) a material default under, any contract, lease, agreement or other instrument or obligation to which such a Principal Shareholder is a party or by or to which any of the properties and assets of such Shareholder any of the Principal Shareholders may be bound or subject; (b) violate any order, judgment, injunction, award or decree of any court, arbitrator, governmental or regulatory body, by which either such a Principal Shareholder or the securities, assets, properties or business of such Shareholder any of them is bound; or (c) knowingly violate any statute, law or regulation.

Authority to Execute and Perform Agreement; No Breach. Such 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 Company Shares owned by such Shareholder Bong Stock and to perform fully 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, Purchaseragainst Millennium, constitutes the valid and binding obligation of such 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 such Shareholder the Shareholders or in connection with the execution and delivery by such Shareholder the Shareholders of this Agreement and consummation and performance by them of the transactions contemplated hereby, other than as set forth on Schedule 1.2in the Transmittal Letter. The execution, delivery and performance of this Agreement by such each Shareholder and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by such each Shareholder will not: (a) knowingly violate, conflict with or result in the breach of any of the material terms of, or constitute (or with notice or lapse of time or both would constitute) a material default under, any contract, lease, agreement or other instrument or obligation to which such a Shareholder is a party or by or to which any of the properties and assets of such Shareholder any of the Shareholders may be bound or subject; (b) violate any order, judgment, injunction, award or decree of any court, arbitrator, governmental or regulatory body, by which either such a Shareholder or the securities, assets, properties or business of such Shareholder any of them is bound; or (c) knowingly violate any statute, law or regulation.

Authority to Execute and Perform Agreement; No Breach. Such 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 Company Shares owned by such Shareholder Holding Co Stock and to perform fully their 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, Purchaseragainst Public Company, constitutes the valid and binding obligation of such 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 such Shareholder the Shareholders or in connection with the execution and delivery by such Shareholder the Shareholders 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 such each Shareholder and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by such each Shareholder will not: (a) knowingly violate, conflict with or result in the breach of any of the material terms of, or constitute (or with notice or lapse of time or both would constitute) a material default under, any contract, lease, agreement or other instrument or obligation to which such a Shareholder is a party or by or to which any of the properties and assets of such Shareholder any of the Shareholders may be bound or subject; (b) violate any order, judgment, injunction, award or decree of any court, arbitrator, governmental or regulatory body, by which either such a Shareholder or the securities, assets, properties or business of such Shareholder any of them is bound; or (c) knowingly violate any statute, law or regulationregulation to which any Shareholder is subject.

Authority to Execute and Perform Agreement; No Breach. Such 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 Company Purchased Shares owned by such Shareholder and to perform fully their respective its obligations hereunder. This Agreement has been duly executed and delivered by such Shareholder and, assuming due execution and delivery by, and enforceability against, Purchaserthe Company, constitutes the valid and binding obligation of such 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 such Shareholder or in connection with the execution and delivery by such 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 such Shareholder and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by such Shareholder will not: (ai) knowingly violate, conflict with or result in the breach of any of the material terms of, or constitute (or with notice or lapse of time or both would constitute) a material default under, any contract, lease, agreement or other instrument or obligation to which such Shareholder is a party or by or to which any of the properties and assets of such Shareholder may be bound or subject; (bii) violate any order, judgment, injunction, award or decree of any court, arbitrator, governmental or regulatory body, by which either such Shareholder or the securities, assets, properties or business of such Shareholder is bound; or (ciii) knowingly violate any statute, law or regulation.

Authority to Execute and Perform Agreement; No Breach. Such 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 Company Shares owned by such Shareholder FNDB Stock and to perform fully 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, PurchaserBe Safe, constitutes the valid and binding obligation of such 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 such Shareholder the Shareholders or in connection with the execution and delivery by such Shareholder the Shareholders of this Agreement and consummation and performance by them of the transactions contemplated hereby, other than as set forth on Schedule 1.23.2. The execution, delivery and performance of this Agreement by such each Shareholder and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by such each Shareholder will not: (a) knowingly violate, conflict with or result in the breach of any of the material terms of, or constitute (or with notice or lapse of time or both would constitute) a material default under, any contract, lease, agreement or other instrument or obligation to which such a Shareholder is a party or by or to which any of the properties and assets of such Shareholder any of the Shareholders may be bound or subject; (b) violate any order, judgment, injunction, award or decree of any court, arbitrator, governmental or regulatory body, by which either such a Shareholder or the securities, assets, properties or business of such Shareholder any of them is bound; or (c) knowingly violate any statute, law or regulation.

Authority to Execute and Perform Agreement; No Breach. Such 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 Company Shares owned by such Shareholder Onny Stock and to perform fully their 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, Purchaseragainst COMPANY, constitutes the valid and binding obligation of such 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 such Shareholder the Shareholders or in connection with the execution and delivery by such Shareholder the Shareholders 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 such each Shareholder and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by such each Shareholder will not: (a) knowingly violate, conflict with or result in the breach of any of the material terms of, or constitute (or with notice or lapse of time or both would constitute) a material default under, any contract, lease, agreement or other instrument or obligation to which such a Shareholder is a party or by or to which any of the properties and assets of such Shareholder any of the Shareholders may be bound or subject; (b) violate any order, judgment, injunction, award or decree of any court, arbitrator, governmental or regulatory body, by which either such a Shareholder or the securities, assets, properties or business of such Shareholder any of them is bound; or (c) knowingly violate any statute, law or regulationregulation to which any Shareholder is subject.

Authority to Execute and Perform Agreement; No Breach. Such Shareholder eGo 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 Company Shares owned by such Shareholder eGo Stock and to perform fully their respective obligations hereunder. This Agreement has been duly executed and delivered by such Shareholder officers of eGo and, assuming due execution and delivery by, and enforceability against, PurchaserAmerican Security Resources, constitutes the valid and binding obligation of such Shareholder eGo 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 such Shareholder the Shareholders or in connection with the execution and delivery by such Shareholder the Shareholders 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 (including but not limited to the employment agreement incorporated by such Shareholder reference pursuant to Section 6 hereto) by the Shareholders and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by such Shareholder hereof, the Shareholders will not: (a) knowingly violate, conflict with with, or result in the breach of any of the material terms of, or constitute (or with notice or lapse of time or both would constitute) a material default under, any contract, lease, agreement or other instrument or obligation to which such a Shareholder is a party or by or to which any of the properties and assets of such the Shareholder may be bound or subject; (b) violate any order, judgment, injunction, award or decree of any court, arbitrator, governmental or regulatory body, by which either such a Shareholder or the securities, assets, properties or business of such Shareholder any of him is bound; or (c) knowingly violate any statute, law or regulationregulation to which Shareholders are subject.

Authority to Execute and Perform Agreement; No Breach. Such 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 Company Shares owned by such Shareholder NYBD Stock and to perform fully 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, PurchaserLEAGUE NOW , constitutes the valid and binding obligation of such 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 such Shareholder the Shareholders or in connection with the execution and delivery by such Shareholder the Shareholders of this Agreement and consummation and performance by them of the transactions contemplated hereby, other than as set forth on Schedule 1.23.2. The execution, delivery and performance of this Agreement by such each Shareholder and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by such each Shareholder will not: (a) knowingly violate, conflict with or result in the breach of any of the material terms of, or constitute (or with notice or lapse of time or both would constitute) a material default under, any contract, lease, agreement or other instrument or obligation to which such a Shareholder is a party or by or to which any of the properties and assets of such Shareholder any of the Shareholders may be bound or subject; (b) violate any order, judgment, injunction, award or decree of any court, arbitrator, governmental or regulatory body, by which either such a Shareholder or the securities, assets, properties or business of such Shareholder any of them is bound; or (c) knowingly violate any statute, law or regulation.

Authority to Execute and Perform Agreement; No Breach. Such Shareholder has Shareholders and the Company, respectfully, have 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 Company Shares owned by such Shareholder Capital Stock and to perform fully their respective obligations hereunder. This Agreement has been duly executed and delivered by such Shareholder Shareholders and the Company and, assuming due execution and delivery by, and enforceability against, PurchaserRadiant, constitutes the valid and binding obligation of such Shareholder Shareholders and the Company 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 Except as set forth on Schedule 3.2, 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 such Shareholder the Shareholders or the Company or in connection with the execution and delivery by such Shareholder the Shareholders or the Company 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 such Shareholder Shareholders and the Company and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by such Shareholder the Shareholders and the Company will not: (a) knowingly violate, conflict with or result in the breach of any of the material terms of, or constitute (or with notice or lapse of time or both would constitute) a material default under, any material contract, lease, agreement or other instrument or obligation to which such Shareholder Company is a party or by or to which any of the properties and assets of such Shareholder Company may be bound or subject;; or (b) violate any order, judgment, injunction, award or decree of any court, arbitrator, governmental or regulatory body, by which either such Shareholder or the securities, assets, properties or business of such Shareholder Company is bound; or (c) knowingly violate any statute, law or regulation.

Authority to Execute and Perform Agreement; No Breach. Such Shareholder Each of Shareholders and Target has the full legal right and power and all authority and approval approvals required to enter into, execute and deliver this Agreement, Agreement (and each other agreement delivered or to sell, assign, transfer and convey the Company Shares owned by such Shareholder be delivered in connection herewith) and to perform fully their its, his or her respective obligations hereunderhereunder and thereunder. This Agreement (and each other agreement delivered or to be delivered in connection herewith) has been duly executed and delivered to Parent by such Shareholder Target and the Shareholders and, assuming due execution and delivery by, and enforceability against, PurchaserParent, constitutes the valid and binding obligation of such Shareholder Target and each Shareholder, enforceable against them in accordance with its their respective terms, subject to the qualifications that enforcement of the rights and remedies created hereby and thereby 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 such Target and any Shareholder or in connection with the execution and delivery by such Shareholder Target and the Shareholders of this Agreement (and each other agreement delivered or to be delivered in connection herewith) and the consummation and performance by them of the transactions contemplated herebyhereby and thereby, other than as set forth on Schedule 1.24.9. The execution, delivery and performance of this Agreement (and each other agreement delivered or to be delivered in connection herewith) by such Shareholder Target and the Shareholders and the consummation of the transactions contemplated hereby and thereby in accordance with the terms and conditions hereof and thereof by such Shareholder the Shareholders will not: (ai) knowingly violate any provision of Target's Certificate of Incorporation or By-laws; (ii) violate, conflict with or result in the breach of any of the material terms of, or constitute (or with notice or lapse of time or both would constitute) a material default under, any contractContract (as hereinafter defined), lease, agreement Lease (as defined below) or other instrument or obligation agreement to which such Target and any Shareholder is a party or by or to which any of the properties and its or their respective assets of such Shareholder may be bound or subject; (biii) violate any order, judgment, injunction, award or or, decree of any court, arbitrator, governmental or regulatory body, Governmental Agency by which either such Shareholder any Shareholder, or the securities, assets, properties or business of such Shareholder any of them, is boundbound or subject; or (civ) knowingly violate any statute, law or regulation.

Authority to Execute and Perform Agreement; No Breach. Such 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 Company S2 New York Shares owned by such Shareholder and to perform fully 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, Purchaseragainst INCA, constitutes the valid and binding obligation of such 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 such Shareholder the Shareholders or in connection with the execution and delivery by such Shareholder the Shareholders 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 such each Shareholder and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by such each Shareholder will not: (a) knowingly violate, conflict with or result in the breach of any of the material terms of, or constitute (or with notice or lapse of time or both would constitute) a material default under, any contract, lease, agreement or other instrument or obligation to which such a Shareholder is a party or by or to which any of the properties and assets of such Shareholder any of the Shareholders may be bound or subject; (b) violate any order, judgment, injunction, award or decree of any court, arbitrator, governmental or regulatory body, by which either such a Shareholder or the securities, assets, properties or business of such Shareholder any of them is bound; or (c) knowingly violate any statute, law or regulation.