Common use of Authorization and Validity of Agreement Clause in Contracts

Authorization and Validity of Agreement. The execution, delivery and performance by Seller of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by each of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of Seller. No other corporate or stockholder action is necessary for the authorization, execution, delivery and performance by Seller of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by Seller and the Subsidiaries of the transactions contemplated hereby or thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Date. This Agreement has been duly executed and delivered by Seller and constitutes a valid and legally binding obligation of Seller, enforceable against it in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

Authorization and Validity of Agreement. The Company has full corporate power and authority to execute and deliver this Agreement and the Share Option Agreement, to perform its obligations hereunder and thereunder and, subject, in the case of this Agreement, to obtaining any necessary stockholder approval of the Merger, to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller of this Agreement and the Share Option Agreement by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) Company, and the consummation by each it of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of the Company (including the authorization and approval of the Board of Directors of the Company), subject (in the case of this Agreement) to the approval of the Merger by the Company's stockholders in accordance with the DGCL. The Board of Directors of the Company (at a meeting duly called and held) has (a) determined that the Merger is advisable and fair and in the best interests of the Company and its stockholders, and (b) recommended the approval and adoption of this Agreement and approval of the Merger by the holders of Company Common Stock and directed that this Agreement and the Merger be submitted for consideration by the Company's stockholders at the Special Meeting. The Board of Directors of the Company has taken all action necessary to render inapplicable, as it relates to Parent, the provisions of Section 203 of the DGCL. No other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement and the Share Option Agreement by the Company and the consummation of the transactions contemplated hereby and thereby have been duly authorized (other than, in the case of this Agreement, the approval of the Merger by the Board holders of Directors at least a majority of Sellerthe outstanding Company Common Stock). No To the Company's knowledge, no other corporate state takeover statute or stockholder action is necessary for the authorization, execution, delivery and performance by Seller of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (similar statute or regulation applies or purports to apply to the extent such entity is a party thereto) and Merger, this Agreement, the consummation by Seller and the Subsidiaries of Share Option Agreement or the transactions contemplated hereby or and thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Date. This Agreement has and the Share Option Agreement have been duly executed and delivered by Seller the Company and constitutes each is a valid and legally binding obligation of Seller, the Company enforceable against it the Company in accordance with its terms, except to the extent that its enforceability may be subject to (i) the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) generally and by general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealingprinciples.

Authorization and Validity of Agreement. Parent, Merger Sub 1 and Merger Sub 2 have all requisite corporate or limited liability power and authority to execute, deliver and, subject to receipt of the Required Parent Vote, perform their respective obligations under this Agreement and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Seller of this Agreement by Parent, Merger Sub 1 and Merger Sub 2 and the performance by each Parent, Merger Sub 1 and Merger Sub 2 of Seller their respective obligations hereunder and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) thereunder and the consummation by each of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of Seller. No each of Parent and Merger Sub 1 and the Board of Managers of Merger Sub 2 and all other necessary corporate or stockholder limited liability company action is necessary for on the authorizationpart of Parent, executionMerger Sub 1 and Merger Sub 2, delivery other than the Required Parent Vote and performance by Seller the approval of this Agreement and by each of Seller and each Parent or a Subsidiary of any Parent as the sole member of Merger Sub 1 and Merger Sub 2, and no other agreements contemplated hereby (corporate proceedings on the part of either Parent, Merger Sub 1 or Merger Sub 2 are necessary to the extent such entity is a party thereto) authorize this Agreement and the consummation by Seller and the Subsidiaries of the transactions contemplated hereby and thereby. Parent or therebya Subsidiary of Parent, other than certain corporate approvals as sole member of Merger Sub 1 and Merger Sub 2, will, immediately following the execution and delivery of this Agreement by each of the foreign Subsidiariesparties hereto, which corporate approvals shall have been obtained by the Closing Dateadopt this Agreement. This Agreement has been duly and validly executed and delivered by Seller Parent, Merger Sub 1 and constitutes Merger Sub 2 and, assuming due execution and delivery by the Company, shall constitute a legal, valid and legally binding obligation of Sellereach of Parent, Merger Sub 1 and Merger Sub 2, enforceable against it each of Parent, Merger Sub 1 and Merger Sub 2 in accordance with its terms, subject to (i) the effects effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' ’ rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

Authorization and Validity of Agreement. The executionParent, delivery Holdco, Merger Sub 1 and performance by Seller Merger Sub 2 have all requisite corporate power and authority to execute, deliver and, subject to receipt of the Required Parent Vote, the adoption of this Agreement and by Holdco in its capacities as the sole stockholder of each of Seller Merger Sub 1 and each Subsidiary Merger Sub 2 and the adoption of any other agreements this Agreement by Parent in its capacity as the sole stockholder of Holdco, perform their respective obligations under this Agreement and to consummate the transactions contemplated hereby (to hereby. The execution and delivery of this Agreement by Parent, Holdco, Merger Sub 1 and Merger Sub 2 and the extent such entity is a party thereto) performance by Parent, Holdco, Merger Sub 1 and Merger Sub 2 of their respective obligations hereunder and the consummation by each of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of Seller. No Parent, the Board of Directors of Holdco, the Board of Directors of Merger Sub 1 and the Board of Directors of Merger Sub 2, as applicable, and all other necessary corporate or stockholder action is necessary for on the authorizationpart of Parent, executionHoldco, delivery Merger Sub 1 and performance by Seller Merger Sub 2, other than the Required Parent Vote, the adoption of this Agreement by Holdco in its capacities as the sole stockholder of each of Merger Sub 1 and Merger Sub 2 and the adoption of this Agreement by Parent in its capacity as the sole stockholder of Holdco, and no other corporate proceedings on the part of Parent, Holdco, Merger Sub 1 or Merger Sub 2 are necessary to authorize this Agreement and the transactions contemplated hereby. Holdco, as the sole stockholder of each of Merger Sub 1 and Merger Sub 2, will, promptly following the execution and delivery of this Agreement by each of Seller the parties hereto, adopt this Agreement. Parent, as the sole stockholder of Holdco, will, promptly following the execution and delivery of this Agreement by each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by Seller and the Subsidiaries of the transactions contemplated hereby or therebyparties hereto, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Dateadopt this Agreement. This Agreement has been duly and validly executed and delivered by Seller Parent, Holdco, Merger Sub 1 and constitutes Merger Sub 2 and, assuming due execution and delivery by the Company, shall constitute a legal, valid and legally binding obligation of Sellereach of Parent, Holdco, Merger Sub 1 and Merger Sub 2, enforceable against it each of Parent, Holdco, Merger Sub 1 and Merger Sub 2 in accordance with its terms, subject to (ia) the effects effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws Laws relating to or affecting the enforcement of creditors' ’ rights generally, generally and (iib) general equitable principles (whether considered in a proceeding Proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

Authorization and Validity of Agreement. Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement and, in the case of Parent, the Parent Stock Option Agreements, to perform its obligations hereunder and thereunder and (in the case of this Agreement and the Parent Stock Option Agreement subject to obtaining the Parent Shareholder Approval) to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller of this Agreement, the Company Stock Option Agreement and the Parent Stock Option Agreements by each of Seller Parent and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) Merger Sub, and the consummation by each such party of the transactions contemplated hereby and thereby thereby, have been duly authorized and unanimously approved by the respective Board of Directors of Seller. No Parent and the Merger Sub and no other corporate action on the part of either of Parent or stockholder action Merger Sub is necessary for to authorize the authorization, execution, delivery and performance by Seller of this Agreement, the Company Stock Option Agreement and or the Parent Stock Option Agreements by each of Seller Parent and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) Merger Sub and the consummation by Seller and the Subsidiaries of the transactions contemplated hereby or thereby, other than certain corporate approvals than, in the case of this Agreement and the foreign SubsidiariesParent Stock Option Agreement, which corporate approvals shall have been obtained by obtaining the Closing DateParent Shareholder Approval. This Agreement, the Company Stock Option Agreement has and the Parent Stock Option Agreements have each been duly executed and delivered by Seller each of Parent and constitutes Merger Sub and each is a valid and legally binding obligation of Sellereach of Parent and Merger Sub, enforceable against it each of Parent and Merger Sub in accordance with its terms, subject to (i) the effects of except that such enforcement may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) and by general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealingprinciples.

Authorization and Validity of Agreement. The executionParent, Merger Sub 1 and Merger Sub 2 have all requisite corporate power and authority to execute, deliver and, subject to receipt of the Required Parent Vote and assuming the accuracy of the representations set forth in Section 3.32, perform their respective obligations under this Agreement and to consummate the transactions contemplated hereby and thereby. Assuming the accuracy of the representations set forth in Section 3.32, the execution and delivery and performance by Seller of this Agreement by Parent, Merger Sub 1 and Merger Sub 2 and the performance by each Parent, Merger Sub 1 and Merger Sub 2 of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) their respective obligations hereunder and the consummation by each of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of Seller. No each of Parent, Merger Sub 1 and Merger Sub 2, and assuming the accuracy of the Company’s representations in Section 3.32, no other corporate proceedings on the part of either Parent, Merger Sub 1 or stockholder action is Merger Sub 2 are necessary for the authorization, execution, delivery and performance by Seller of to authorize this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by Seller and the Subsidiaries of the transactions contemplated hereby or and thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing DateRequired Parent Vote. This Agreement has been duly and validly executed and delivered by Seller Parent, Merger Sub 1 and constitutes Merger Sub 2 and, assuming due execution and delivery by the Company, shall constitute a legal, valid and legally binding obligation of Sellereach of Parent, Merger Sub 1 and Merger Sub 2, enforceable against it each of Parent, Merger Sub 1 and Merger Sub 2 in accordance with its terms, subject to (i) the effects effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' ’ rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

Authorization and Validity of Agreement. Parent, Merger Sub 1 and Merger Sub 2 have all requisite corporate or limited liability power and authority to execute, deliver and, subject to receipt of the Required Parent Vote, perform their respective obligations under this Agreement and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Seller of this Agreement by Parent, Merger Sub 1 and Merger Sub 2 and the performance by each Parent, Merger Sub 1 and Merger Sub 2 of Seller their respective obligations hereunder and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) thereunder and the consummation by each of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of Seller. No each of Parent and Merger Sub 1 and the Board of Managers of Merger Sub 2 and all other necessary corporate or limited liability company action on the part of Parent, Merger Sub 1 and Merger Sub 2, other than the Required Parent Vote, and no other corporate proceedings on the part of either Parent, Merger Sub 1 or stockholder action is Merger Sub 2 are necessary for the authorization, execution, delivery and performance by Seller of to authorize this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by Seller and the Subsidiaries of the transactions contemplated hereby or and thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Date. This Agreement has been duly and validly executed and delivered by Seller Parent, Merger Sub 1 and constitutes Merger Sub 2 and, assuming due execution and delivery by the Company, shall constitute a legal, valid and legally binding obligation of Sellereach of Parent, Merger Sub 1 and Merger Sub 2, enforceable against it each of Parent, Merger Sub 1 and Merger Sub 2 in accordance with its terms, subject to (i) the effects effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' ’ rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

Authorization and Validity of Agreement. The execution, delivery and performance by Seller of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by each of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of Seller. No other corporate or stockholder action is necessary for the authorization, execution, delivery and performance by Seller of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by Seller and the Subsidiaries of the transactions contemplated hereby or thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Date. This Agreement has been duly executed and delivered validly approved by Seller FCB’s and Bancorp’s Boards of Directors and by Bancorp in its capacity as FCB’s sole shareholder. Subject only to receipt of required approvals of Regulatory Authorities (as contemplated by Paragraph 7.01), (a) each of FCB and Bancorp has the corporate power and authority to execute and deliver this Agreement and to perform its obligations and agreements and carry out the transactions described herein, (b) all corporate proceedings required to be taken to authorize each of FCB and Bancorp to enter into this Agreement and to perform its obligations and agreements and carry out the transactions described herein have been duly and properly taken, and (c) this Agreement constitutes a the valid and legally binding obligation agreement of Seller, each of FCB and Bancorp enforceable against it in accordance with its terms, subject terms (except to the extent enforceability may be limited by (i) the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws relating from time to or affecting the enforcement of time in effect which affect creditors' ’ rights generally, (ii) general legal and equitable principles (whether considered in a proceeding in equity or at law) limitations on the availability of injunctive relief, specific performance and other equitable remedies, and (iii) an implied covenant general principles of good faith equity and fair dealingapplicable laws or court decisions limiting the enforceability of indemnification provisions). When executed 19 4.03. Validity of Transactions; Absence of Required Consents or Waivers. Subject to receipt of required approvals of Regulatory Authorities, neither the execution and delivered as provided in delivery of this Agreement, each other agreement contemplated hereby nor the consummation of the transactions described herein, nor compliance by FCB and Bancorp with any of their respective obligations or agreements contained herein, will conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under any provision of, FCB’s or Bancorp’s Articles of Incorporation or Bylaws, or, except where the same could not, individually or in the aggregate, reasonably be expected to have an FCB Material Adverse Effect, (a) conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under any provision of, any contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which FCB or Bancorp is bound or by which either of them, or their respective businesses, capital stock or any of their respective properties or assets may be affected; (b) result in the creation or imposition of any lien, claim, interest, charge, restriction or encumbrance upon any of FCB’s or Bancorp’s properties or assets; (c) violate any applicable federal or state statute, law, rule or regulation, or any order, writ, injunction or decree of any court, administrative or regulatory agency or governmental body; or (d) result in the acceleration of any obligation or indebtedness of FCB or Bancorp. No further consents, approvals or waivers are required to be executed obtained from any person or entity in connection with FCB’s or Bancorp’s execution and delivered by Seller delivery of this Agreement, or any Subsidiary will be a valid and legally binding obligation the performance of Seller their respective obligations or such Subsidiary (to agreements or the extent a party thereto)consummation of the transactions described herein, enforceable against Seller or such Subsidiary except for required approvals of Regulatory Authorities as described in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealingParagraph 7.01. 4.04.

Authorization and Validity of Agreement. Parent and Merger Sub have all requisite corporate power and authority to execute, deliver and perform their obligations under this Agreement and the other Transaction Documents to which either Parent or Merger Sub is a party and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Seller of this Agreement and by each of Seller and each Subsidiary of any the other agreements contemplated hereby (Transaction Documents to the extent such entity which either Parent or Merger Sub is a party thereto) by Parent and Merger Sub and the consummation performance by each Parent and Merger Sub of their obligations hereunder and thereunder and the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of Seller. No each of Parent and Merger Sub (and, with respect to Merger Sub, Parent as sole shareholder of Merger Sub), and all other necessary corporate action on the part of Parent and Merger Sub, and no other corporate or stockholder action is proceedings on the part of Parent and Merger Sub are necessary for the authorization, execution, delivery and performance by Seller of to authorize this Agreement and by each of Seller and each Subsidiary of any the other agreements contemplated hereby (Transaction Documents to the extent such entity which either Parent or Merger Sub is a party thereto) party, and the consummation by Seller and the Subsidiaries of the transactions contemplated hereby or and thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Date. This Agreement has and the other Transaction Documents to which either Parent or Merger Sub is a party have been duly and validly executed and delivered by Seller Parent and constitutes a Merger Sub and, assuming due execution and delivery by the Company and the other parties thereto (as applicable), shall constitute their legal, valid and legally binding obligation of Sellerobligation, enforceable against it them in accordance with its terms, subject to (ia) the effects effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws Laws relating to or affecting the enforcement of creditors' ’ rights generally, (iib) general equitable principles (whether considered in a proceeding in equity or at lawLaw) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iiic) an implied covenant of good faith and fair dealing.

Authorization and Validity of Agreement. Transferor has all necessary power and authority to execute and deliver this Agreement and each Transaction Agreement to which it is or will be a party, to perform its obligations hereunder and thereunder and to consummate the Transactions. Each Applicable Subsidiary that is a party to a Transaction Agreement will as of the Closing have all necessary power and authority to execute and deliver each Transaction Agreement to which it will be a party, to perform its obligations thereunder and to consummate the Transactions. The execution, delivery and performance by Seller Transferor of this Agreement and by each Transferor and the Applicable Subsidiaries of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) Transaction Agreements, and the consummation by each it or its Applicable Subsidiary of the transactions contemplated hereby and thereby Transactions, have been duly and validly authorized by Transferor or, with respect to the Board of Directors of Seller. No Applicable Subsidiaries, at Closing will be duly and validly authorized, and no other corporate or stockholder other action on the part of Transferor or the Applicable Subsidiaries (including any shareholder vote or approval) is or, with respect to the Applicable Subsidiaries, will be, necessary for to authorize the authorization, execution, delivery and performance by Seller of this Agreement and the Transaction Agreements or the consummation of the Transactions. This Agreement has been, and as of the Closing, the Transaction Agreements will be, duly and validly executed and delivered by each of Seller Transferor and each Subsidiary of any other agreements contemplated hereby its Applicable Subsidiaries (as applicable) and, to the extent such entity it is a party thereto) , assuming due and the consummation valid authorization, execution and delivery hereof and thereof by Seller Buyer, this Agreement is, and the Subsidiaries as of the transactions contemplated hereby or thereby, other than certain corporate approvals Closing each of the foreign SubsidiariesTransaction Agreements will be, which corporate approvals shall have been obtained by the Closing Date. This Agreement has been duly executed and delivered by Seller and constitutes a valid and legally binding obligation of SellerTransferor or its Applicable Subsidiaries, as the case may be, enforceable against it Transferor and its Applicable Subsidiaries (as applicable), as the case may be, in accordance with its terms, except to the extent that its enforceability may be subject to (i) the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar laws relating to Laws, now or hereinafter in effect, affecting the enforcement of creditors' ’ rights generally, (ii) generally and by general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto“Enforceability Exceptions”), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

Authorization and Validity of Agreement. The Water Authority has all --------------------------------------- requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder, including the acquisition by condemnation, and the maintenance and operation, of all or part of the Nassau System and the Business. The execution, delivery and performance by Seller the Water Authority of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by each it of the transactions contemplated hereby and thereby have been duly and validly authorized by adoption of a resolution at a public meeting of the Board Water Authority, and no other action on the part of Directors the Water Authority, other than (i) the authorization and sale of Seller. No other corporate one or stockholder action more series of bonds in the aggregate amount of not less than the sum of (A) the Acquisition Price plus (B) the Lease Repurchase Amount plus (C) the total costs of the Water Authority incurred in issuing such bonds plus (D) the total estimated expenses of the Water Authority to be incurred in connection with the transactions contemplated by this Agreement plus (E) amounts necessary for reasonable and customary working capital and reserve funds, and (ii) the adoption of a resolution approving the acquisition of the assets by condemnation after public hearing, is necessary for to authorize the authorization, execution, delivery and performance by Seller the Water Authority of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by Seller and the Subsidiaries it of the transactions contemplated hereby or thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Datehereby. This Agreement has been duly executed and delivered by Seller the Water Authority and, assuming the due authorization, execution and constitutes delivery hereof by JWS and the Parent, is a valid and legally binding obligation of Sellerthe Water Authority, enforceable against it the Water Authority in accordance with its terms, subject except to (i) the effects of extent that enforceability may be limited by a bankruptcy filing after the date hereof or by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar laws relating to or affecting the enforcement of creditors' rights generallygenerally and by general equity principles, (ii) general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

Authorization and Validity of Agreement. The executionParent, delivery Holdco, Merger Sub 1 and performance by Seller Merger Sub 2 have all requisite corporate power and authority to execute, deliver and, subject to receipt of the Required Parent Vote, the adoption of this Agreement and by Holdco in its capacities as the sole stockholder of each of Seller Merger Sub 1 and each Subsidiary Merger Sub 2 and the adoption of any other agreements this Agreement by Parent in its capacity as the sole stockholder of Holdco, perform their respective obligations under this Agreement and to consummate the transactions contemplated hereby (to hereby. The execution and delivery of this Agreement by Parent, Holdco, Merger Sub 1 and Merger Sub 2 and the extent such entity is a party thereto) performance by Parent, Holdco, Merger Sub 1 and Merger Sub 2 of their respective obligations hereunder and the consummation by each of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of Seller. No Parent, the Board of Directors of Holdco, the Board of Directors of Merger Sub 1 and the Board of Directors of Merger Sub 2, as applicable, and all other necessary corporate or stockholder action is necessary for on the authorizationpart of Parent, executionHoldco, delivery Merger Sub 1 and performance by Seller Merger Sub 2, other than the Required Parent Vote, the adoption of this Agreement by Holdco in its capacities as the sole stockholder of each of Merger Sub 1 and Merger Sub 2 and the adoption of this Agreement by Parent in its capacity as the sole stockholder of Holdco, and no other corporate proceedings on the part of Parent, Holdco, Merger Sub 1 or Merger Sub 2 are necessary to authorize this Agreement and the transactions contemplated hereby. Holdco, as the sole stockholder of each of Merger Sub 1 and Merger Sub 2, will, promptly following the execution and delivery of this Agreement by each of Seller the parties hereto, adopt this Agreement. Parent, as the sole stockholder of Holdco, will, promptly following the execution and delivery of this Agreement by each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by Seller and the Subsidiaries of the transactions contemplated hereby or therebyparties hereto, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Dateadopt this Agreement. This Agreement has been duly and validly executed and delivered by Seller Parent, Holdco, Merger Sub 1 and constitutes Merger Sub 2 and, assuming due execution and delivery by the Company, shall constitute a legal, valid and legally binding obligation of Sellereach of Parent, Holdco, Merger Sub 1 and Merger Sub 2, enforceable against it each of Parent, Holdco, Merger Sub 1 and Merger Sub 2 in accordance with its terms, subject to (ia) the effects effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws Laws relating to or affecting the enforcement of creditors' rights generally, generally and (iib) general equitable principles (whether considered in a proceeding Proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

Authorization and Validity of Agreement. Each of Lane PC and Lisadent has full corporate power and authority, and the Shareholders have full power and authority to execute and deliver this Agreement, to perform their respective obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Seller of this Agreement and by each of Seller Lane PC and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) Lisadent and the consummation by each it of the transactions contemplated hereby and thereby hereby, have been duly authorized and approved by the Board of Directors and the Shareholders of Seller. No each of Lane PC and Lisadent, and no other corporate action on the part of Lane PC or stockholder action Lisadent or the Shareholders is necessary for to authorize the authorization, execution, delivery and performance by Seller of this Agreement and by each of Seller Lane PC and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) Lisadent and the consummation by Seller and the Subsidiaries of the transactions contemplated hereby or thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Datehereby. This Agreement (but excluding the Exhibits) has been duly executed and delivered by Seller and constitutes the Shareholders and is a valid and legally binding obligation of Seller, Seller and the Shareholders enforceable against it each in accordance with its their respective terms, except to the extent that the enforceability thereof may be subject to (i) the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) generally and by general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealingprinciples. When executed and delivered as provided in this On the Closing Date, the Employment Agreement, each other agreement contemplated hereby to be the Registration Rights Agreement, the Management Services Agreement and the Ancillary Agreement, substantially in the forms attached hereto as Exhibits A, C, D and E, respectively, will have been duly executed and delivered by Seller or any Subsidiary will be a and the Shareholders and will, subject to compliance with the regulatory requirements of the State of New York with respect to dental matters, constitute valid and legally binding obligation obligations of Seller or such Subsidiary (and the Shareholders enforceable against each in accordance with their respective terms, except to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, that the enforceability thereof may be subject to (i) the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) generally and by general equitable principles (whether considered principles. Seller shall not be deemed to be in breach of this Agreement in the event the regulatory authorities of the State of New York regulating dental matters object to the transactions contemplated by this Agreement and/or initiate enforcement proceedings against Dr. Lane's dental license as a proceeding in equity or at law) and (iii) an implied covenant result of good faith and fair dealingthe transactions contemplatxx xx xxxx Agreement.

Authorization and Validity of Agreement. Each of Parent and Merger Sub has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, execution and delivery and performance by Seller of this Agreement by Parent and Merger Sub and the performance by each of Seller and each Subsidiary them of any other agreements contemplated hereby (to the extent such entity is a party thereto) its obligations hereunder and the consummation by each of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of Seller. No Parent and Merger Sub and all other necessary corporate or stockholder action is necessary for on the authorizationpart of Parent and Merger Sub, execution, delivery and performance by Seller other than the adoption of this Agreement by the stockholders of Parent, and by each no other corporate proceedings on the part of Seller Parent and each Subsidiary of any other agreements contemplated hereby (Merger Sub are necessary to the extent such entity is a party thereto) authorize this Agreement and the consummation by Seller and the Subsidiaries of the transactions contemplated hereby or therebyhereby. The Board of Directors of Parent has duly authorized the adoption of (i) the Amended and Restated Parent Certificate of Incorporation in the form attached as Exhibit B hereto (the “Amended and Restated Parent Charter”) and (ii) the 2008 Equity Incentive Plan in the form attached as Exhibit C hereto (“2008 Equity Incentive Plan”), other than certain corporate approvals each of which shall become effective at the foreign SubsidiariesEffective Time, which corporate approvals shall have been obtained in each case subject to the approval and adoption thereof by the Closing Datestockholders of Parent. This Agreement has been duly and validly executed and delivered by Seller Parent and Merger Sub and, assuming due execution and delivery by the Company, constitutes a legal, valid and legally binding obligation of SellerParent and Merger Sub, enforceable against it them in accordance with its terms, subject to (i) the effects effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' ’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.