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

Authority to Execute and Perform Agreement; No Breach. 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 perform fully their respective obligations hereunder. This Agreement has been duly executed and delivered by such Seller and, assuming due execution and delivery by, and enforceability against, Purchasers, constitutes the valid and binding obligation of such 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 Sellers or in connection with the execution and delivery by such Sellers of this Agreement and consummation and performance by them of the transactions contemplated hereby. The execution, delivery and performance of this Agreement by such Sellers and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by such Sellers will not:

Authority to Execute and Perform Agreement; No Breach. Each Seller Plaintiff has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement and to perform fully their respective obligations hereunder. This Agreement has been duly executed and delivered by such Seller Plaintiff and, assuming due execution and delivery by, and enforceability against, PurchasersDefendants, constitutes the valid and binding obligation of such Seller Plaintiff 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 Sellers Plaintiffs or in connection with the execution and delivery by such Sellers Plaintiffs of this Agreement and consummation and performance by them of the transactions contemplated hereby. The execution, delivery and performance of this Agreement by such Sellers Plaintiffs and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by such Sellers Plaintiffs will not:

Authority to Execute and Perform Agreement; No Breach. Each Seller Rubinstein has the full legal right and power and all authority and approval xxproval required to enter into, execute and deliver this Agreement and to perform fully their respective his obligations hereunder. This Agreement has been duly executed and delivered by such Seller Rubinstein and, assuming due execution and delivery by, and enforceability xxxxxxxxxxlity against, PurchasersCDK and Diversified, constitutes the valid and binding obligation of such Seller Rubinstein enforceable in accordance with its terms, subject to the qualifications xx xxx xxalifications 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 Sellers Rubinstein or in connection with the execution and delivery by such Sellers xx Xxxxxxxein of this Agreement and consummation and performance by them of performancx xx xxx xf the transactions contemplated hereby. The execution, delivery and performance of this Agreement by such Sellers Rubinstein and the consummation of the transactions contemplated hereby contemplxxxx xxxxxy in accordance with the terms and conditions hereof by such Sellers Rubinstein will not:

Authority to Execute and Perform Agreement; No Breach. Each Seller Adelphia has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement and to perform fully their respective its obligations hereunder. This Agreement has been duly executed and delivered by such Seller Adelphia and, assuming due execution and delivery by, and enforceability against, PurchasersCDK and Diversified, constitutes the valid and binding obligation of such Seller Adelphia 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 Sellers Adelphia or in connection with the execution and delivery by such Sellers Adelphia of this Agreement and consummation and performance by them it of the transactions contemplated hereby. The execution, delivery and performance of this Agreement by such Sellers Adelphia and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by such Sellers Adelphia will not: