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

Authorization; Enforceability; No Breach. AGT 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 AGT 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 AGT and the consummation of the transactions contemplated hereby will not: (a) violate any provision of the AGT’s Articles of Incorporation or its Bylaws; (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 AGT is a party or by or to which it or any of its assets or properties may be bound or subject; (c) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, AGT or upon the properties or business of AGT; or (d) 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 AGT.

Authorization; Enforceability; No Breach. AGT Osler 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 AGT Osler enforceable against it Osler 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 AGT Osler and the consummation of the transactions contemplated hereby will not: (a) violate any provision of the AGT’s Articles of Incorporation or its BylawsBy-Laws of Osler; (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 AGT Osler is a party or by or to which it or any of its assets or properties may be bound or subject; (c) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, AGT Osler, or upon the properties or business of AGTOsler; or (d) 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 AGTOsler.

Authorization; Enforceability; No Breach. AGT IDGS has all the necessary corporate power and authority to execute this Agreement and perform its respective obligations hereunder. This Agreement constitutes the valid and binding obligation of AGT IDGS, 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 AGT IDGS and the consummation of the transactions contemplated hereby will not: (a) violate any provision of the AGT’s Articles of Incorporation or its BylawsBy-Laws of such entity; (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 AGT either such entity is a party or by or to which it or any of its respective assets or properties may be bound or subject; (c) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, AGT either such entity, or upon the its respective properties or business of AGTbusiness; or (d) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein herein, which could have a material adverse effect Material Adverse Effect on the business or operations of AGTeither entity.

Authorization; Enforceability; No Breach. AGT XG 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 AGT XG enforceable against it XG 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 AGT XG and the consummation of the transactions contemplated hereby will not: (a) violate any provision of the AGT’s Articles Charter or By-laws of Incorporation or its BylawsXG; (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 AGT XG is a party or by or to which it or any of its assets or properties may be bound or subject; (c) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, AGT XG, or upon the properties or business of AGTXG; or (d) 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 AGTXG.