Common use of Authorization; Enforceability; No Breach Clause in Contracts

Authorization; Enforceability; No Breach. The Shareholder has all necessary power and authority to execute this Agreement and perform its obligations hereunder. This Agreement constitutes the valid and binding obligation of the Shareholder enforceable against it in accordance with its terms, except as may be limited by bankruptcy, moratorium, insolvency or other similar laws generally affecting the enforcement of creditors’ rights. The execution, delivery and performance of this Agreement by the Shareholder and the consummation of the transactions contemplated hereby will not: (a) violate, conflict with or result in the breach of any of the terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute ( or with notice or lapse of time or both constitute) a default under, any contract or other agreement to which the Shareholder are parties or by or to which their or any of their assets or properties may be bound or subject; (b) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, Shareholder, or upon the properties or business of the Shareholder; or (c) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a material adverse effect on the business or operations of the Shareholder.

Authorization; Enforceability; No Breach. The Shareholder Shareholders has all necessary power and authority to execute this Agreement and perform its obligations hereunder. This Agreement constitutes the valid and binding obligation of the Shareholder Shareholders enforceable against it in accordance with its terms, except as may be limited by bankruptcy, moratorium, insolvency or other similar laws generally affecting the enforcement of creditors’ rights. The execution, delivery and performance of this Agreement by the Shareholder Shareholders and the consummation of the transactions contemplated hereby will not: (a) violate, conflict with or result in the breach of any of the terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute ( or with notice or lapse of time or both constitute) a default under, any contract or other agreement to which the Shareholder Shareholders are parties or by or to which their or any of their assets or properties may be bound or subject; (b) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, ShareholderShareholders, or upon the properties or business of the ShareholderShareholders; or (c) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a material adverse effect on the business or operations of the ShareholderShareholders.

Authorization; Enforceability; No Breach. The Shareholder Quantum has all necessary corporate power and authority to execute this Agreement and perform its obligations hereunder. This Agreement constitutes the valid and binding obligation of the Shareholder Quantum enforceable against it Quantum in accordance with its terms, except as may be limited by bankruptcy, moratorium, insolvency or other similar laws generally affecting the enforcement of creditors’ rights. The execution, delivery and performance of this Agreement by the Shareholder Quantum and the consummation of the transactions contemplated hereby will not: (a) violate any provision of the Charter or By-Laws of Quantum; (b) violate, conflict with or result in the breach of any of the terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute ( (or with notice or lapse of time or both constitute) a default under, any contract or other agreement to which the Shareholder are parties Quantum is a party or by or to which their it or any of their its assets or properties may be bound or subject; (bc) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, ShareholderQuantum, or upon the properties or business of the ShareholderQuantum; or (cd) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a material adverse effect on the business or operations of the ShareholderQuantum.

Authorization; Enforceability; No Breach. The Shareholder Dynamic has all necessary corporate power and authority to execute this Agreement and perform its obligations hereunder. This Agreement constitutes the valid and binding obligation of the Shareholder Dynamic enforceable against it Dynamic in accordance with its terms, except as may be limited by bankruptcy, moratorium, insolvency or other similar laws generally affecting the enforcement of creditors’ rights. The execution, delivery and performance of this Agreement by the Shareholder Dynamic and the consummation of the transactions contemplated hereby will not: (a) violate any provision of the Articles of Incorporation or By-Laws of Dynamic; (b) violate, conflict with or result in the breach of any of the terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute ( (or with notice or lapse of time or both constitute) a default under, any contract or other agreement to which the Shareholder are parties Dynamic is a party or by or to which their it or any of their its assets or properties may be bound or subject; (bc) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, ShareholderDynamic, or upon the properties or business of the ShareholderDynamic; or (cd) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a material adverse effect Material Adverse Effect (as hereinafter defined) on the business or operations of the ShareholderDynamic.

Authorization; Enforceability; No Breach. The Shareholder Meeting has all necessary corporate power and authority to execute this Agreement and perform its obligations hereunder. This Agreement constitutes the valid and binding obligation of the Shareholder Meeting enforceable against it Meeting in accordance with its terms, except as may be limited by bankruptcy, moratorium, insolvency or other similar laws generally affecting the enforcement of creditors’ ' rights. The execution, delivery and performance of this Agreement by the Shareholder Meeting and the consummation of the transactions contemplated hereby will not: (a) violate any provision of the Charter or By-Laws of Meeting; (b) violate, conflict with or result in the breach of any of the terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute ( or with notice or lapse of time or both constitute) a default under, any contract or other agreement to which the Shareholder are parties Meeting is a party or by or to which their it or any of their its assets or properties may be bound or subject; (bc) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, ShareholderMeeting, or upon the properties or business of the ShareholderMeeting; or (cd) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a material adverse effect Material Adverse Effect (as hereinafter defined) on the business or operations of the ShareholderMeeting.

Authorization; Enforceability; No Breach. The Shareholder has all necessary corporate power and authority to execute this Agreement and perform its obligations hereunder. This Agreement constitutes the valid and binding obligation of the Shareholder enforceable against it in accordance with its terms, except as may be limited by bankruptcy, moratorium, insolvency or other similar laws generally affecting the enforcement of creditors’ rights. The execution, delivery and performance of this Agreement by the Shareholder and the consummation of the transactions contemplated hereby will not: (a) violate any provision of the Articles of Incorporation or By-Laws of the Shareholder; (b) violate, conflict with or result in the breach of any of the terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute ( or with notice or lapse of time or both constitute) a default under, any contract or other agreement to which the Shareholder are parties is a party or by or to which their it or any of their its assets or properties may be bound or subject; (bc) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, Shareholder, or upon the properties or business of the Shareholder; or (cd) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a material adverse effect on the business or operations of the Shareholder.

Authorization; Enforceability; No Breach. The Shareholder Linkwell has all necessary corporate power and authority to execute this Agreement and perform its obligations hereunder. This Agreement constitutes the valid and binding obligation of the Shareholder Linkwell enforceable against it Linkwell in accordance with its terms, except as may be limited by bankruptcy, moratorium, insolvency or other similar laws generally affecting the enforcement of creditors’ ' rights. The execution, delivery and performance of this Agreement by the Shareholder Linkwell and the consummation of the transactions contemplated hereby will not: (a) violate any provision of the Charter or By-Laws of Linkwell; (b) violate, conflict with or result in the breach of any of the terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute ( (or with notice or lapse of time or both constitute) a default under, any contract or other agreement to which the Shareholder are parties Linkwell is a party or by or to which their it or any of their its assets or properties may be bound or subject; (bc) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, ShareholderLinkwell, or upon the properties or business of the ShareholderLinkwell; or (cd) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a material adverse effect Material Adverse Effect (as hereinafter defined) on the business or operations of the ShareholderLinkwell.

Authorization; Enforceability; No Breach. The Shareholder Armada has all necessary corporate power and authority to execute this Agreement and perform its obligations hereunder. This Agreement constitutes the valid and binding obligation of the Shareholder Armada enforceable against it Armada in accordance with its terms, except as may be limited by bankruptcy, moratorium, insolvency or other similar laws generally affecting the enforcement of creditors’ ' rights. The execution, delivery and performance of this Agreement by the Shareholder Armada and the consummation of the transactions contemplated hereby will not: (a) violate any provision of the Charter or By-Laws of Armada; (b) violate, conflict with or result in the breach of any of the terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute ( (or with notice or lapse of time or both constitute) a default under, any contract or other agreement to which the Shareholder are parties Armada is a party or by or to which their it or any of their its assets or properties may be bound or subject; (bc) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, ShareholderArmada, or upon the properties or business of the ShareholderArmada; or (cd) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a material adverse effect Material Adverse Effect on the business or operations of the ShareholderArmada.