Common use of Authority, Validity and Effect; No Conflict; Required Filings and Consents Clause in Contracts

Authority, Validity and Effect; No Conflict; Required Filings and Consents. (a) Each Acquired Company has all requisite power and authority to own or lease the assets owned or leased by it, respectively, to operate its business as currently operated, and to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed and delivered by each Acquired Company pursuant to all necessary authorizations and is the legal, valid and binding obligation of each Acquired Company, enforceable against each Acquired Company in accordance with its terms, except as limited by (a) applicable bankruptcy, reorganization, insolvency, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally from time to time in effect, and (b) the availability of equitable remedies (regardless of whether enforceability is considered in a proceeding at Law or in equity) (collectively (a) and (b) together, the “General Enforceability Exceptions”). (b) Neither the execution and delivery of this Agreement by the Acquired Companies, nor the consummation by the Acquired Companies of the transactions contemplated hereby, nor compliance by the Acquired Companies with any of the provisions hereof, will (i) conflict with or result in a breach of any provisions of any Organizational Document of any Acquired Company, (ii) except as set forth on Schedule 4.4(b), constitute or result in the material breach of any term, condition or provision of, or constitute a material default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation or imposition of a material Lien upon any property or assets of any Acquired Company, pursuant to any Material Contract, or (iii) subject to receipt of the Consents referred to on Schedule 4.4(c), materially violate any Order or Law applicable to any Acquired Company or any of their respective properties or assets. (c) Other than as set forth on Schedule 4.4(c), no material Consent is required to be obtained by any Acquired Company, TAT, or any Seller for the consummation by an Acquired Company of the transactions contemplated by this Agreement.

Authority, Validity and Effect; No Conflict; Required Filings and Consents. (a) Each Acquired Company Seller has all the requisite power and authority to own or lease the assets owned or leased by it, respectively, to operate its business as currently operated, and to enter into and perform its obligations under this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated herebyhereby and thereby. Except for the Paltalk Stockholder Approval, the execution and delivery of this Agreement has and the Ancillary Agreements to which each applicable Seller is a party and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary action on the part of such Seller. This Agreement and the Ancillary Agreements to which the applicable Seller is a party have been, or will be, duly and validly executed and delivered by each Acquired Company pursuant to all necessary authorizations such Seller and is constitute, assuming the due authorization, execution and delivery by Xxxxx and the other Parties, the legal, valid and binding obligation of each Acquired Companysuch Seller, enforceable against each Acquired Company such Seller in accordance with its their respective terms, except as limited by (ai) applicable bankruptcy, reorganization, insolvency, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally from time to time in effect, and (bii) the availability of equitable remedies (regardless of whether enforceability is considered in a proceeding at Law or in equity) (collectively the foregoing clauses (ai) and (b) togetherii), collectively, the “General Enforceability Exceptions”). (b) Neither Except for the Paltalk Stockholder Approval and as set forth on Schedule 5.2(b), neither the execution and delivery of this Agreement by and the Acquired CompaniesAncillary Agreements to which a Seller is a party, nor the consummation by the Acquired Companies a Seller of the transactions contemplated herebyhereby or thereby, nor compliance by the Acquired Companies a Seller with any of the provisions hereofhereof or thereof, will (i) conflict with or result in a breach of any provisions of any Organizational Document of any Acquired CompanySeller, (ii) except as set forth on Schedule 4.4(b), constitute or result in the material breach of any term, condition or provision of, or constitute a material default under, or give rise to any right of termination, termination or cancellation or acceleration with respect to, or result in the creation or imposition of a material Lien upon any property Seller, any Purchased Asset or assets of the Business, except as would, in any Acquired Companysuch event, pursuant not have a material impact on the Sellers’ ability to any Material Contractconsummate the transactions contemplated by this Agreement, or (iii) subject to receipt of the Consents requisite approvals referred to on Schedule 4.4(c5.2(c), materially violate any Order or Law applicable to any Acquired Company Seller, any Purchased Asset or any of their respective properties or assetsthe Business. (c) Other than the Paltalk Stockholder Approval and as set forth on Schedule 4.4(c5.2(c), no material Consent is required to be obtained or made by any Acquired Company, TAT, or on behalf of any Seller for the consummation by an Acquired Company such Seller of the transactions contemplated by this Agreement. (d) The board of directors of Paltalk (the “Paltalk Board”), by unanimous written consent or by resolutions duly adopted by a unanimous vote at a meeting of the Paltalk Board, duly called and held and, not subsequently rescinded or modified in any way, has (i) determined that this Agreement and of the transactions contemplated by this Agreement, upon the terms and subject to the conditions set forth herein, are expedient and in the best interests of Paltalk and the stockholders of Paltalk, (ii) approved and declared advisable this Agreement, including the execution, delivery, and performance thereof, and the consummation of the transactions contemplated by hereby, upon the terms and subject to the conditions set forth herein, (iii) resolved that the transactions contemplated by this Agreement be submitted to a vote of the stockholders of Paltalk for approval at the Paltalk Stockholders Meeting (defined below), and (iv) resolved to recommend that the stockholders of Paltalk vote in favor of approval of the transactions contemplated by this Agreement (collectively, the “Paltalk Board Recommendation”).

Authority, Validity and Effect; No Conflict; Required Filings and Consents. (a) Each Acquired Company has all requisite Seller and AETI (to the extent a party thereto) have full power and authority to own or lease the assets owned or leased by it, respectively, to operate its business as currently operated, and to enter into and perform its obligations under this Agreement and the Related Agreements and to consummate the transactions contemplated herebyhereby and thereby, and this Agreement has been (and the Related Agreements will be) duly executed and delivered by each Acquired Company Seller and AETI (to the extent a party thereto) pursuant to all necessary authorizations authorization and is (and with respect to the Related Agreements, will be) the legal, valid and binding obligation of each Acquired CompanySeller and AETI, enforceable against each Acquired Company Seller and AETI in accordance with its terms, except as limited by (a) applicable subject to bankruptcy, insolvency, fraudulent transfer, reorganization, insolvency, moratorium and similar laws of general applicability relating to or other similar Laws affecting the enforcement of creditors’ rights generally from time and to time in effect, and (b) the availability of equitable remedies (regardless of whether enforceability is considered in a proceeding at Law or in equity) (collectively (a) and (b) together, the “General Enforceability Exceptions”)general equity principles. (b) Neither the The execution and delivery of this Agreement and the Related Agreements by Seller and AETI (to the Acquired Companiesextent a party thereto), nor the consummation by the Acquired Companies Seller and AETI of the transactions contemplated herebyhereby and thereby, nor and compliance by the Acquired Companies Seller and AETI with any all of the provisions hereofhereof and thereof (including, without limitation, any non-competition, non-solicitation or non-disclosure agreement or provision by the Seller or an Affiliate of Seller for the benefit of Buyer), do not and will not (i) conflict with or result in a breach of any provisions of any Organizational Document of the Seller, AETI or any Acquired Companysuch Affiliate, (ii) except as set forth on Schedule 4.4(b)in Section 3.3(b) of the Disclosure Schedule, constitute or result in the a material breach of any term, condition or provision of, or constitute a material default (with or without notice or lapse of time or both) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation or imposition of a material Lien upon any property or assets of any Acquired Company, Seller or AETI pursuant to any Material Contract, or (iii) subject to receipt of the Consents requisite approvals referred to on Schedule 4.4(c)in Section 3.3(c) of the Disclosure Schedule, materially violate in any Order material respect any Decree or Law applicable to Seller or AETI, any of the Acquired Company Assets or any of its or their respective other properties or assets. No Subsidiary or Joint Venture has any right to impose a Lien on the Acquired Assets and no Subsidiary or Joint Venture has a Lien on the Acquired Assets and no event has occurred that with the passage of time may result in a Lien on the Acquired Assets by a Subsidiary or Joint Venture. (c) Other than as set forth on Schedule 4.4(c)in Section 3.3(c) of the Disclosure Schedule, no material Consent is required to be obtained by any Acquired Company, TAT, Seller or any an Affiliate of Seller for the consummation by an Acquired Company Seller or any such Affiliate of the transactions contemplated by this AgreementAgreement and the Related Agreements (including but not limited to the transfer or assignment of any Acquired Asset) that if not obtained would reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. The Seller and AETI have received the consent of Hunting Dog Capital, LLP and HD Special-Situations III, LP to the execution and delivery of, and the performance under, this Agreement and the Related Agreements, and delivered to Seller a copy of such consent as well as the payoff amounts owed to them as of the Effective Date. Without limiting the generality of the foregoing, AETI, as the sole stockholder of Seller, has duly authorized, by all necessary corporate action, the execution and delivery of, and performance of all obligations under, this Agreement and the Related Agreements by Seller, and the shareholders of AETI are not obligated, necessary or required pursuant to its Organizational Documents, by law or otherwise to authorize the same. Additionally, AETI represents and warrants that (a) the Acquired Assets are not “substantially all” of the assets of AETI under Florida law or its Organizational Documents, (b) the quantitative or qualitative impact of the sale of the Acquired Assets does not and will not fundamentally change the nature of AETI, and (c) the sale of the Acquired Assets does not substantially affect the existence and purpose of AETI and does not destroy the means to accomplish the purposes or objects for which AETI was incorporated and actually performs.

Authority, Validity and Effect; No Conflict; Required Filings and Consents. (a) Each Acquired The Company has all requisite corporate power and authority to own or lease the assets owned or leased by it, respectively, to operate its business as currently operated, and to enter into and perform its obligations under this Agreement and the other agreements, documents, instruments and certificates contemplated hereby to which it is a party (the “Company Documents”) and to consummate the transactions contemplated herebyhereby and thereby, and this Agreement has been and the Company Documents have been, or (as applicable) will be as of the Closing, duly and validly executed and delivered by each Acquired the Company pursuant to all necessary corporate authorizations and is are the legal, valid and binding obligation obligations of each Acquired the Company, enforceable against each Acquired the Company in accordance with its their respective terms, except as limited by (a) applicable bankruptcy, reorganization, insolvency, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally from time to time in effect, and (b) the availability of equitable remedies (regardless of whether enforceability is considered in a proceeding at Law or in equity) (collectively (a) and (b) together, the “General Enforceability Exceptions”). (b) Neither the execution and execution, delivery or performance of this Agreement or the Company Documents by the Acquired CompaniesCompany, nor the consummation by the Acquired Companies Company of the transactions contemplated herebyhereby or thereby, nor compliance by the Acquired Companies Company with any of the provisions hereofhereof or thereof, will (i) conflict with or result in a breach of any provisions of any Organizational Document of any Acquired the Company, (ii) except as set forth on Schedule 4.4(b), constitute or result in the material breach of any term, condition or provision of, or constitute a material default under, or give rise to any right of termination, cancellation cancellation, modification, amendment or acceleration with respect to, or material loss of benefit under (in each case, with or without notice or lapse of time or both), any Material Contract, Lease or material Permit, or result in the creation or imposition of a material Lien upon the Equity Securities or any property or assets of any Acquired the Company, pursuant to any Material Contract, or (iii) subject to receipt of the Consents requisite approvals referred to on Schedule 4.4(c)) and the expiration or termination of the waiting period under the HSR Act, materially violate any Order or Law applicable to any Acquired the Company or any of their respective its properties or assets. (c) Other than as set forth on Schedule 4.4(c)) and any filings as may be required under the HSR Act, no material Consent is required to be obtained by any Acquired Companythe Company in connection with the execution, TAT, delivery or any Seller for performance of or the consummation by an Acquired the Company of the transactions contemplated by this AgreementAgreement and the Company Documents, other than any Consent which, if not obtained, would not be material to the Company or would not reasonably be expected to prevent, materially delay or materially impede the ability of the Company to perform its obligations under this Agreement and the Company Documents or to consummate the transactions contemplated hereby or thereby.

Authority, Validity and Effect; No Conflict; Required Filings and Consents. (a) Each Acquired Company has all requisite power and authority to own or lease the assets owned or leased by it, respectively, to operate its business as currently operated, and to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, and this Agreement has been duly executed and delivered by each such Acquired Company pursuant to all necessary authorizations and no other corporate action or proceedings on the part of such Acquired Company are necessary to authorize the execution and delivery by such Acquired Company of this Agreement or the consummation of the transactions contemplated hereby. This Agreement is the legal, valid and binding obligation of each such Acquired Company, enforceable against each such Acquired Company in accordance with its terms, except as limited by (ai) applicable bankruptcy, reorganization, insolvency, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally from time to time in effect, and (bii) the availability of equitable remedies (regardless of whether enforceability is considered in a proceeding at Law or in equity) (collectively (ai) and (bii) together, the “General Enforceability Exceptions”). (b) Neither Except as set forth on Schedule 4.4(b), neither the execution and delivery of this Agreement by the each Acquired CompaniesCompany, nor the consummation by the each Acquired Companies Company of the transactions contemplated hereby, nor compliance by the each Acquired Companies Company with any of the provisions hereof, hereof will (i) conflict with or result in a breach of any provisions of any Organizational Document of any Acquired CompanyCompany or Subsidiary, (ii) except as set forth on Schedule 4.4(b)require any notice, consent or approval under, violate, conflict with, constitute or result in the material breach of any term, condition or provision ofof or any loss of any benefit under, or constitute a material change of control or a default under, or give rise to any right of termination, vesting, amendment, acceleration or cancellation or acceleration with respect to, in each case with or without due notice or lapse of time or both, or result in the creation or imposition of a material Lien upon any property or assets of any Acquired CompanyCompany or Subsidiary, pursuant to any Material Contract, except as would, in any such event, not have a material impact on any Acquired Company’s or Subsidiary’s ability to consummate the transactions contemplated by this Agreement or conduct its business, in substantially the same manner as conducted as of the Signing Date, or (iii) subject to receipt of the Consents requisite approvals referred to on Schedule 4.4(c), materially conflict with or violate any Order or Law applicable to any Acquired Company Company, any Subsidiary, or any of their respective properties or assets. (c) Other than as set forth on Schedule 4.4(c), no material Consent is required to be obtained by any Acquired Company, TAT, or any Seller Company for the consummation by an any Acquired Company of the transactions contemplated by this Agreement, except as would not have a material impact on the Acquired Companies’ ability to consummate the transactions contemplated by this Agreement or conduct its business, in substantially the same manner as conducted as of the Signing Date.

Authority, Validity and Effect; No Conflict; Required Filings and Consents. (a) Each Acquired Company Seller has all requisite corporate power and authority to own or lease the assets owned or leased by it, respectively, to operate its business as currently operated, and to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated herebyherein. This Agreement, and each other agreement executed and delivered by the Sellers pursuant to this Agreement Agreement, has been duly executed and delivered by each Acquired Company Seller pursuant to all necessary authorizations authorization and is the legal, valid and binding obligation of each Acquired CompanySeller, enforceable against each Acquired Company Seller in accordance with its terms, except as limited by (a) applicable bankruptcy, reorganization, insolvency, moratorium or other similar Laws affecting the enforcement of creditors’ ' rights generally from time to time in effect, and (b) the availability of equitable remedies (regardless of whether enforceability is considered in a proceeding at Law or in equity) (collectively (a) and (b) together, the “"General Enforceability Exceptions”"). (b) Neither Other than as set forth in Schedule 4.4(b), neither the execution and delivery of this Agreement by the Acquired CompaniesSellers, nor the consummation by the Acquired Companies Sellers of the transactions contemplated herebyherein, nor compliance by the Acquired Companies Sellers with any of the provisions hereof, will (i) conflict with or result in a breach of any provisions of any Organizational Document the certificate of any Acquired Companyincorporation, bylaws or similar organizational document of Sellers or the Companies, (ii) except as set forth on Schedule 4.4(b), constitute or result in the a material breach of any term, condition or provision of, or constitute a material default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation or imposition of a material Lien upon any property or assets of any Acquired Company, pursuant to any Material ContractContract or Government Contract or Government Subcontract, or (iii) subject to receipt of the Consents referred to on Schedule 4.4(c), materially violate any Order or Law applicable to any Acquired Company the Companies or any of their respective properties or assetsassets or (iv) result in the imposition of any Lien upon the Shares or any of the assets or properties of the Companies. (c) Other than as set forth on in Schedule 4.4(c), no material Consent or Permit is required to be obtained by any Acquired Company, TAT, the Companies or any Seller Sellers for the consummation by an Acquired Company Sellers of the transactions contemplated by in this AgreementAgreement that if not obtained would have a Material Adverse Effect.

Authority, Validity and Effect; No Conflict; Required Filings and Consents. (a) Each Acquired Company Seller has all requisite corporate power and authority to own or lease the assets owned or leased by it, respectively, to operate its business as currently operated, and to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated herebyherein. This Agreement, and each other agreement executed and delivered by the Sellers pursuant to this Agreement Agreement, has been duly executed and delivered by each Acquired Company Seller pursuant to all necessary authorizations authorization and is the legal, valid and binding obligation of each Acquired CompanySeller, enforceable against each Acquired Company Seller in accordance with its terms, except as limited by (a) applicable bankruptcy, reorganization, insolvency, moratorium or other similar Laws affecting the enforcement of creditors’ ' rights generally from time to time in effect, and (b) the availability of equitable remedies (regardless of whether enforceability is considered in a proceeding at Law or in equity) (collectively (a) and (b) together, the “General Enforceability Exceptions”"GENERAL ENFORCEABILITY EXCEPTIONS"). (b) Neither Other than as set forth in SCHEDULE 4.4(b), neither the execution and delivery of this Agreement by the Acquired CompaniesSellers, nor the consummation by the Acquired Companies Sellers of the transactions contemplated herebyherein, nor compliance by the Acquired Companies Sellers with any of the provisions hereof, will (i) conflict with or result in a breach of any provisions of any Organizational Document the certificate of any Acquired Companyincorporation, bylaws or similar organizational document of Sellers or the Companies, (ii) except as set forth on Schedule 4.4(b), constitute or result in the a material breach of any term, condition or provision of, or constitute a material default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation or imposition of a material Lien upon any property or assets of any Acquired Company, pursuant to any Material ContractContract or Government Contract or Government Subcontract, or (iii) subject to receipt of the Consents referred to on Schedule 4.4(c), materially violate any Order or Law applicable to any Acquired Company the Companies or any of their respective properties or assetsassets or (iv) result in the imposition of any Lien upon the Shares or any of the assets or properties of the Companies. (c) Other than as set forth on Schedule in SCHEDULE 4.4(c), no material Consent or Permit is required to be obtained by any Acquired Company, TAT, the Companies or any Seller Sellers for the consummation by an Acquired Company Sellers of the transactions contemplated by in this AgreementAgreement that if not obtained would have a Material Adverse Effect.