Common use of Authorization; Noncontravention Clause in Contracts

Authorization; Noncontravention. (a) Each Seller has the requisite limited liability company power and authority, and has taken all limited liability company action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby, the consummation by each Seller of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, duly authorized and approved by all necessary limited liability company, member or other action. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller as contemplated hereby will be, duly executed and delivered by each Seller. Assuming that this Agreement and all such other instruments and agreements constitute valid and binding obligations of Purchaser and each other Person (other than Sellers) party thereto, this Agreement and all such other instruments and agreements constitute valid and binding obligations of each Seller enforceable against such Person in accordance with the terms thereof, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law).

Authorization; Noncontravention. (a) Each Seller Purchaser has the requisite limited liability company corporate power and authority, authority and has taken all limited liability company corporate or other action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller Purchaser as contemplated hereby and therebyhereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller Purchaser of this Agreement and all other instruments and agreements to be delivered by such Seller Purchaser as contemplated hereby, the consummation by each Seller it of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, duly authorized and approved by all necessary limited liability company, member or other actionthe board of directors of Purchaser. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller Purchaser as contemplated hereby will be, duly executed and delivered by each SellerPurchaser. Assuming that this Agreement and all such other instruments and agreements constitute valid and binding obligations of Purchaser each Seller and each other Person (other than SellersPurchaser) party thereto, this Agreement and all such other instruments and agreements constitute valid and binding obligations of each Seller Purchaser, enforceable against such Person Purchaser in accordance with the terms thereof, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law).

Authorization; Noncontravention. (a) Each Seller Purchaser has the requisite limited liability company partnership power and authority, authority and has taken all limited liability company partnership or other action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller Purchaser as contemplated hereby and therebyhereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller Purchaser of this Agreement and all other instruments and agreements to be delivered by such Seller Purchaser as contemplated hereby, the consummation by each Seller it of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, duly authorized and approved by all necessary limited liability company, member or other actionthe board of directors of the general partner of Purchaser. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller Purchaser as contemplated hereby will be, duly executed and delivered by each SellerPurchaser. Assuming that this Agreement and all such other instruments and agreements constitute valid and binding obligations of Purchaser Seller and each other Person (other than SellersPurchaser) party thereto, this Agreement and all such other instruments and agreements constitute valid and binding obligations of each Seller Purchaser, enforceable against such Person Purchaser in accordance with the terms thereof, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law).

Authorization; Noncontravention. (a) Each Seller has and its Subsidiaries have the requisite corporate, limited liability company company, partnership or similar power and authority, as applicable, and has have taken all corporate, limited liability company company, partnership or similar action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller and its Subsidiaries as contemplated hereby and thereby, to perform its their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller and its Subsidiaries, as applicable, of this Agreement and all other instruments and agreements to be delivered by such Seller and its Subsidiaries as contemplated hereby, the consummation by each Seller and its Subsidiaries, as applicable, of the transactions contemplated hereby and thereby and the performance of its their respective obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, duly authorized and approved by all necessary corporate, limited liability company, member partnership, stockholder, member, partner or other action. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller and its Subsidiaries as contemplated hereby will be, duly executed and delivered by each SellerSeller and its Subsidiaries, as applicable. Assuming that this Agreement and all such other instruments and agreements constitute valid and binding obligations of Purchaser and each other Person (other than SellersSeller and its Subsidiaries) party thereto, this Agreement and all such other instruments and agreements constitute valid and binding obligations of each Seller and its Subsidiaries, as applicable, enforceable against such Person in accordance with the terms thereof, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law).

Authorization; Noncontravention. (a) Each Seller of the Verizon Selling Shareholders has the requisite limited liability company corporate power and authority, and has taken all limited liability company action necessary authority to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby and therebyEscrow Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and the Escrow Agreement (including all other instruments executed pursuant thereto by the parties thereto) by each of the Verizon Selling Shareholders and agreements to be delivered by such Seller as contemplated hereby, the consummation by each Seller of them of the transactions contemplated thereby have been duly authorized and approved by Verizon's Boards of Directors. No other corporate action on the part of Verizon or any of the Verizon Selling Shareholders is necessary to authorize the execution, delivery and performance of this Agreement and the Escrow Agreement (including all instruments executed pursuant thereto by the parties thereto) by the Verizon Selling Shareholders and the consummation of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, duly authorized and approved by all necessary limited liability company, member or other actionthereby. This Agreement has been, and the Escrow Agreement (including all other instruments and agreements to be executed and delivered pursuant thereto by each Seller as contemplated hereby will be, the parties thereto) have been duly executed and delivered by each Seller. Assuming of the Verizon Selling Shareholders and, assuming that this Agreement and the Escrow Agreement (including all such other instruments and agreements executed pursuant thereto by the parties thereto) constitute valid and binding obligations of Purchaser Vodafone, the Purchasers and each other Person (other than Sellers) party theretothe Escrow Agent, this Agreement and all such other instruments and agreements constitute valid and binding obligations of each Seller of the Verizon Selling Shareholders, enforceable against such Person each of them in accordance with the terms thereoftheir respective terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting the enforcement of creditors’ ' rights generally generally, and by general equitable principles principles. The execution and delivery of this Agreement and the Escrow Agreement (whether considered including all instruments executed pursuant thereto by the parties thereto) do not, and the consummation of the transactions contemplated by this Agreement and the Escrow Agreement (including all instruments executed pursuant thereto by the parties thereto) will not, (i) conflict with any of the provisions of the certificate or articles of incorporation or by-laws (or comparable documents) of any of the Verizon Selling Shareholders, in each case as amended to the date of this Agreement, (ii) conflict with, or result in a proceeding breach of or default under, any Contract to which any of the Verizon Selling Shareholders is a party or by which any of the Verizon Selling Shareholders or any of their respective assets is bound or subject, or (iii) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in equity Section 4.5, contravene any domestic or at foreign law), rule or regulation or any order, writ, judgment, injunction, decree, determination or award currently in effect, which, in the case of clauses (ii) and (iii) above, would reasonably be expected to have, individually or in the aggregate, a Verizon Selling Shareholders Material Adverse Effect.

Authorization; Noncontravention. (a) Each Seller Purchaser has the requisite limited liability company power and authority, authority and has taken all limited liability company or other action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller Purchaser as contemplated hereby and therebyhereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller Purchaser of this Agreement and all other instruments and agreements to be delivered by such Seller Purchaser as contemplated hereby, the consummation by each Seller it of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, duly authorized and approved by all necessary limited liability company, member or other actionthe managers of Purchaser. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller Purchaser as contemplated hereby will be, duly executed and delivered by each SellerPurchaser. Assuming that this Agreement and all such other instruments and agreements constitute valid and binding obligations of Purchaser each Seller and each other Person (other than SellersPurchaser) party thereto, this Agreement and all such other instruments and agreements constitute valid and binding obligations of each Seller Purchaser, enforceable against such Person Purchaser in accordance with the terms thereof, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law).

Authorization; Noncontravention. (a) Each Seller has the requisite corporate, limited liability company company, partnership or similar power and authority, as applicable, and has taken all corporate, limited liability company company, partnership or similar action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby and thereby, to perform its their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby, the consummation by each Seller of the transactions contemplated hereby and thereby and the performance of its their respective obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, duly authorized and approved by all necessary corporate, limited liability company, member partnership, stockholder, member, partner or other action. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller as contemplated hereby will be, duly executed and delivered by each Seller. Assuming that this Agreement and all such other instruments and agreements constitute valid and binding obligations of Purchaser and each other Person (other than Parent, Sellers) party thereto, this Agreement and all such other instruments and agreements constitute valid and binding obligations of each Seller enforceable against such Person in accordance with the terms thereof, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law).

Authorization; Noncontravention. (a) Each Seller has the requisite limited liability company power and authority, and has taken all limited liability company action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby, the consummation by each Seller of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, duly authorized and approved by all necessary limited liability company, member or other action. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller as contemplated hereby will be, duly executed and delivered by each Seller. Assuming that this Agreement and all such other instruments and agreements constitute valid and binding obligations of Purchaser and each other Person (other than SellersSeller) party thereto, this Agreement and all such other instruments and agreements constitute valid and binding obligations of each Seller enforceable against such Person in accordance with the terms thereof, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law).

Authorization; Noncontravention. (a) Each Seller has the requisite limited liability company power The execution, delivery and authority, and has taken all limited liability company action necessary to execute and deliver performance of this Agreement and all of the other agreements and instruments contemplated hereby to which the Company is a party have been duly authorized by the Company, and no other act or proceeding on the part of the Company or its managers is necessary to authorize the execution, delivery or performance of this Agreement or the other agreements to be delivered by such Seller as contemplated hereby and thereby, to perform its obligations hereunder and thereunder and to consummate the consummation of the transactions contemplated hereby and or thereby. The execution, delivery and performance by each Seller of this Agreement and all of the other agreements and instruments contemplated hereby to which the Sellers' Representative or any of the Sellers are a party have been duly authorized by the Sellers' Representative or such Sellers, as appropriate, and no other act on the part of the Sellers' Representative or any of the Sellers is necessary to authorize the execution, delivery or performance of this Agreement or the other agreements to be delivered by such Seller as contemplated hereby, hereby and the consummation by each Seller of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, duly authorized and approved by all necessary limited liability company, member or other actionthereby. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller as contemplated hereby will be, been duly executed and delivered by each Seller. Assuming that this Agreement of Company, the Sellers' Representative and all such other instruments each of the Sellers and agreements constitute constitutes a valid and binding obligations obligation of Purchaser the Company, the Sellers' Representative and each of the Sellers, enforceable in accordance with its terms (except as enforceability may be limited by bankruptcy laws, other Person (laws affecting creditor's rights and general equitable principles affecting the availability of specific performance and other than equitable remedies), and each of the other agreements and instruments contemplated hereby to which the Company, the Sellers) party thereto' Representative or any Seller is a party, this Agreement when executed and all such other instruments and agreements constitute valid and binding obligations of each Seller enforceable against such Person delivered by the Company, the Sellers' Representative or Sellers, as applicable, in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of such Person, enforceable in accordance with its respective terms (except to the extent that such enforcement as enforceability may be limited by applicable bankruptcybankruptcy laws, insolvency, reorganization, moratorium or other similar Laws laws affecting the enforcement of creditors’ creditor's rights generally and by general equitable principles affecting the availability of specific performance and other equitable remedies). Except as set forth on the attached Restrictions Schedule or under the HSR Act, the execution and delivery by the Company, the Sellers' Representative and Sellers of this Agreement and all of the other agreements and instruments contemplated hereby to which the Company, the Sellers' Representative or any Seller is a party and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, the Sellers' Representative and Sellers do not and shall not (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under (whether considered with or without the passage of time, the giving of notice or both), (c) result in the creation of any Lien upon the Company's or any of its Subsidiaries' equity securities or assets pursuant to, (d) modify, terminate or accelerate any obligation under or give any third party the right to modify, terminate or accelerate any obligation under (whether or not dependent upon additional criteria), (e) result in a proceeding in equity violation of, or at (f) require any authorization, consent, approval, exemption or other action of or by or notice or declaration to, or filing with, any third party or any court or administrative or governmental body or agency pursuant to the Sellers' Representative's, any of the Sellers', the Company's or any of its Subsidiaries' charter documents, bylaws, operating agreement, including the Company LLC Agreement, or other constituent documents, or any law), statute, rule or regulation to which the Company or any of its Subsidiaries, the Sellers' Representative or any Seller is subject, or any agreement, instrument, license, permit, order, judgment or decree to which the Company or any of its Subsidiaries, the Sellers' Representative or any Seller is subject. Neither the Company or any of its Subsidiaries nor any Seller is a party to or bound by any written or oral agreement or understanding with respect to a Company Transaction other than this Agreement, and each such Person has terminated all discussions with third parties (other than with Buyer and its Affiliates) regarding Company Transactions.

Authorization; Noncontravention. (a) Each Seller The Company has the requisite limited liability company power and authority, authority and has taken all limited liability company action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller the Company as contemplated hereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement by the Company and all other instruments and agreements each agreement to be delivered by such Seller the Company as contemplated hereby, and the consummation by each Seller it of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder thereby, have been, and in the case of documents required to be delivered at the Closing will be, been duly authorized and approved by all necessary limited liability company, member company or other action. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, including the Merger, other than the filing of the Certificate of Merger pursuant to the DLLCA. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller as contemplated hereby will be, been duly executed and delivered by each Seller. Assuming the Company and, assuming that this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of Purchaser Parent and each other Person (other than Sellers) party theretoMerger Sub, this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of each Seller the Company enforceable against such Person the Company in accordance with the terms thereofits terms, except to the extent that as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles principles. MIC, as the sole member of the Company, has adopted resolutions (whether considered i) determining that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and fair to, and in a proceeding in equity or at law)the best interests of, the Company, and (ii) approving this Agreement and the transactions contemplated hereby, including the Merger.

Authorization; Noncontravention. (a) Each Seller The Purchaser has the requisite limited liability company corporate power and authority, authority and has taken all limited liability company corporate or other action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller the Purchaser as contemplated hereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller the Purchaser of this Agreement and all other instruments and agreements to be delivered by such Seller the Purchaser as contemplated herebyhereby and thereby, and the consummation by each Seller it of the transactions contemplated hereby and or thereby and the performance of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, been duly authorized and approved by all necessary limited liability company, member corporate or other action. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller the Purchaser as contemplated hereby will shall be, duly executed and delivered by each Seller. Assuming the Purchaser and, assuming that this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of Purchaser the Sellers and each other Person (other than Sellers) party theretothe Company, this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of each Seller the Purchaser, enforceable against such Person the Purchaser in accordance with the terms thereofits terms, except to the extent that such enforcement its enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws or Orders affecting the enforcement of creditors’ rights generally generally, and by general equitable principles (whether considered in a proceeding in equity principles. No other corporate proceedings on the part of the Purchaser or at law)its stockholders are necessary to approve the Agreement or to consummate the transactions contemplated hereby.

Authorization; Noncontravention. (a) Each Seller Purchaser has the requisite limited liability company corporate power and authority, authority and has taken all limited liability company corporate action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller Purchaser as contemplated hereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement by Purchaser and all other instruments and agreements to be delivered by such Seller Purchaser as contemplated hereby, the consummation by each Seller Purchaser of the transactions contemplated hereby and thereby and the performance by Purchaser of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, been duly authorized and approved by all necessary limited liability company, member or other corporate action. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller Purchaser as contemplated hereby will shall be, duly executed and delivered by each SellerPurchaser. Assuming that this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of Purchaser Seller and each other Person (other than Sellers) party theretothe Company, this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of each Seller Purchaser, enforceable against such Person Purchaser in accordance with the terms thereofits terms, except to the extent that as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally generally, and by general equitable principles principles. (whether considered b) The execution and delivery by Purchaser of this Agreement and all other instruments and agreements to be delivered by Purchaser as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby will not, (i) conflict with any provisions of the Constituent Documents of Purchaser, (ii) conflict with, result in a proceeding breach of, or constitute a default under, or result in equity the acceleration of any obligation or at law).loss of any benefits under, any Contract or other instrument to which Purchaser is a party or by which Purchaser or any of its properties or assets are bound or (iii) subject to any consents, approvals, authorizations, 64

Authorization; Noncontravention. (a) Each Seller of Parent and each of the Merger Subs has the requisite limited liability company power and authority, authority and has taken all limited liability company action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller Parent and Merger Subs as contemplated hereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement by Parent and Merger Subs and all other instruments and agreements to be delivered by such Seller Parent and Merger Subs as contemplated hereby, the consummation by each Seller of them of the transactions contemplated hereby and thereby and the performance by each of its them of their respective obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, been duly authorized and approved by all necessary limited liability company, member or other action. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller of Parent and each of the Merger Subs as contemplated hereby will shall be, duly executed and delivered by each Sellerof Parent and each of the Merger Subs. Assuming that this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of Purchaser GP and each other Person (other than Sellers) party theretothe Partnership, this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of each Seller of Parent and each of the Merger Subs, enforceable against such Person each of Parent and each of the Merger Subs in accordance with the terms thereofits terms, except to the extent that as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally generally, and by general equitable principles (whether considered in a proceeding in equity or at law)principles.

Authorization; Noncontravention. (a) Each Seller Purchaser has the requisite limited liability company corporate power and authority, authority and has taken all limited liability company corporate or other action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller Purchaser as contemplated hereby and therebyhereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller Purchaser of this Agreement and all other instruments and agreements to be delivered by such Seller Purchaser as contemplated hereby, the consummation by each Seller it of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, duly authorized and approved by all necessary limited liability company, member or other actionthe board of directors of Purchaser. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller Purchaser as contemplated hereby will be, duly executed and delivered by each SellerPurchaser. Assuming that this Agreement and all such other instruments and agreements constitute valid and binding obligations of Purchaser Seller and each other Person (other than SellersPurchaser) party thereto, this Agreement and all such other instruments and agreements constitute valid and *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. binding obligations of each Seller Purchaser, enforceable against such Person Purchaser in accordance with the terms thereof, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law).

Authorization; Noncontravention. (a) Each Seller has the requisite limited liability company power and authority, and has taken all limited liability company action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and all of the other agreements and instruments contemplated hereby to which the Company, Seller or PFSA is a party have been duly authorized by the Company, Seller or PFSA, as applicable, and no other corporate act or other proceeding on the part of the Company, Seller or PFSA is necessary to authorize the execution, delivery or performance of this Agreement or the other agreements to be delivered by such Seller as contemplated hereby, hereby and the consummation by each Seller of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, duly authorized and approved by all necessary limited liability company, member or other actionthereby. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller as contemplated hereby will be, been duly executed and delivered by each Seller. Assuming that this Agreement of the Company, Seller and all such other instruments PFSA and agreements constitute constitutes a valid and binding obligations obligation of Purchaser each of the Company, Seller and PFSA, enforceable in accordance with its terms (except to the extent that enforcement may be affected by laws relating to bankruptcy, reorganization, insolvency and creditor's rights), and each of the other Person (other than Sellers) party theretoagreements and instruments contemplated hereby to which the Company, this Agreement Seller or PFSA is a party, when executed and all such other instruments and agreements constitute valid and binding obligations of each delivered by the, Seller enforceable against such Person or PFSA, as applicable, in accordance with the terms hereof and thereof, except shall each constitute a valid and binding obligation of such Person, enforceable in accordance with its respective terms. The assignments, endorsements, stock powers and other instruments of transfer delivered by Seller to Buyer at the extent that Closing will be sufficient to transfer Seller's entire interest, legal and beneficial, in the Shares (other than the indirect interest Seller would retain in the Shares through the acquisition of Capital Stock of Parent by the Seller pursuant to this Agreement). Seller has, and on the Closing Date will have, full power and authority to convey good and marketable title to all of the Shares, and upon transfer to Buyer of the certificates representing such enforcement may be limited by applicable bankruptcyShares, insolvencyBuyer will receive good and marketable title to such Shares, reorganization, moratorium or other similar Laws affecting the enforcement free and clear of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law)all Liens.

Authorization; Noncontravention. (a) Each Seller The Company has the requisite limited liability company corporate power and authority, authority and has taken all limited liability company corporate action necessary to execute and deliver this Agreement and all other instruments certificates, instruments, documents and agreements to be delivered by such Seller the Company as contemplated hereby and thereby, to perform its obligations hereunder and thereunder and and, subject to the Company Stockholder Approval, to consummate the transactions contemplated hereby and thereby. The Except for the Company Stockholder Approval, the execution, delivery and performance by each Seller of this Agreement by the Company, and all other instruments and agreements to be delivered by such Seller as contemplated hereby, the consummation by each Seller it of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder hereby, have been, and in the case of documents required to be delivered at the Closing will be, been duly authorized and approved by all necessary limited liability company, member corporate or other action. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller as contemplated hereby will be, been duly executed and delivered by each Seller. Assuming the Company and, assuming that this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of Purchaser and each other Person (other than Sellers) party theretoSeller, this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of each Seller the Company enforceable against such Person the Company in accordance with the terms thereofits terms, except to the extent that as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles principles. The Company Board, at a meeting duly called and held, has unanimously adopted resolutions (whether considered i) determining that this Agreement and the transactions contemplated hereby are advisable and fair to, and in a proceeding in equity or at lawthe best interests of, the Company and its stockholders, (ii) approving this Agreement and the transactions contemplated hereby, (iii) directing that this Agreement be submitted to the stockholders of the Company for their adoption and (iv) recommending that the stockholders of the Company adopt this Agreement (the “Company Board Recommendation”).

Authorization; Noncontravention. (a) Each Seller has the requisite limited liability company power and authority, legal capacity and has taken all limited liability company action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby and therebyhereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. There are no restrictions on the Trustee of any Trust Seller that would restrict such Trust Seller from entering into, and such Trustee is duly authorized on behalf of such Trust Seller to enter into, this Agreement and all other instruments and agreements to be delivered by such Trust Seller as contemplated hereby. The execution, delivery and performance by each Seller of this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby, the consummation by each Seller the Sellers of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, duly authorized and approved by all necessary limited liability company, member or other action. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller the Sellers as contemplated hereby will be, duly executed and delivered by each Sellerthe Sellers. Assuming that this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of the Purchaser and each other Person (other than the Sellers) party thereto, this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of the Sellers enforceable against each Seller enforceable against such Person in accordance with the terms thereofits terms, except to the extent that as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles principles. Assuming that all other instruments and agreements to be delivered by the Sellers’ Representative as contemplated hereby and thereby constitute valid and binding obligations of the Purchaser and each other Person (whether considered other than the Sellers) party thereto, such instruments and agreements will constitute valid and binding obligations of the Sellers enforceable against each Seller in a proceeding in equity accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or at law)other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

Authorization; Noncontravention. (a) Each Seller has the requisite limited liability company power and authority, and has taken all limited liability company action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and all of the other agreements and instruments contemplated hereby to which Seller or the Company is a party have been duly authorized by the Seller and the Company, and no other act (corporate or otherwise) or other proceeding on the part of Seller, its shareholders, or the Company is necessary to authorize the execution, delivery or performance of this Agreement or the other agreements to be delivered by such Seller as contemplated hereby, hereby and the consummation by each Seller of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, duly authorized and approved by all necessary limited liability company, member or other actionthereby. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller as contemplated hereby will be, been duly executed and delivered by each Seller. Assuming that this Agreement Seller and all such other instruments the Company and agreements constitute constitutes a valid and binding obligations obligation of Purchaser Seller and each other Person (other than Sellers) party thereto, this Agreement and all such other instruments and agreements constitute valid and binding obligations of each Seller the Company enforceable against such Person in accordance with the its terms thereof, (except to the extent that such enforcement as enforceability may be limited by applicable laws relating to bankruptcy, insolvency, reorganization, moratorium winding-up or other similar Laws laws affecting the enforcement of creditors’ rights generally and by general equitable principles of equity), and each of the other agreements and instruments contemplated hereby to which Seller or the Company is a party, when executed and delivered by Seller or the Company in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of Seller or the Company, as applicable, enforceable in accordance with its respective terms (whether considered except as enforceability may be limited by laws relating to bankruptcy, insolvency, winding-up or other similar laws affecting the enforcement of creditors’ rights and by general principles of equity). The assignments, endorsements, stock powers and other instruments of transfer delivered by Seller to Buyer at the Closing will be sufficient to transfer the Seller’s entire interest, legal and beneficial, in a proceeding in equity or at law)the Shares.

Authorization; Noncontravention. (a) Each Seller Purchaser has the requisite limited liability company corporate power and authority, authority and has taken all limited liability company corporate or other action necessary to execute and deliver this Agreement Agreement, the other Transaction Documents to which Purchaser is a party and all other instruments and agreements to be delivered by such Seller Purchaser as contemplated hereby and therebyhereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller Purchaser of this Agreement Agreement, the other Transaction Documents to which Purchaser is a party and all other instruments and agreements to be delivered by such Seller Purchaser as contemplated hereby, the consummation by each Seller it of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, duly authorized and approved by all necessary limited liability company, member the board of directors or other actiongoverning body of Purchaser. This Agreement has been, and all other Transaction Documents to which Purchaser is a party and instruments and agreements to be executed and delivered by each Seller Purchaser as contemplated hereby will be, duly executed and delivered by each SellerPurchaser. Assuming that this Agreement and all such other Transaction Documents, instruments and agreements constitute valid and binding obligations of Purchaser Seller and each other Person (other than SellersPurchaser) party thereto, this Agreement and all such other Transaction Documents, instruments and agreements constitute valid and binding obligations of each Seller Purchaser, enforceable against such Person Purchaser in accordance with the terms thereof, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law).

Authorization; Noncontravention. (a) Each Seller The Purchaser has the requisite limited liability company corporate power and authority, authority and has taken all limited liability company corporate or other action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller the Purchaser as contemplated hereby and therebyhereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by each Seller the Purchaser of this Agreement and all other instruments and agreements to be delivered by such Seller the Purchaser as contemplated hereby, the consummation by each Seller it of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, been duly authorized and approved by all necessary limited liability company, member or other actionthe board of directors of the Purchaser. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller the Purchaser as contemplated hereby will be, duly executed and delivered by each Sellerthe Purchaser. Assuming that this Agreement and all such other instruments and agreements constitute constitutes valid and binding obligations of Purchaser the Sellers and each other Person (other than Sellersthe Parent and Purchaser) party thereto, this 38 Agreement constitutes valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally, and by general equitable principles. Assuming that all such other instruments and agreements to be delivered by the Purchaser as contemplated hereby constitute valid and binding obligations of the Sellers and each Seller other Person (other than the Parent and Purchaser) party thereto, such instruments and agreements will constitute valid and binding obligations of the Purchaser enforceable against such Person the Purchaser in accordance with the terms thereoftheir terms, except to the extent that as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law)principles.

Authorization; Noncontravention. (a) Each Seller has the requisite corporate, limited liability company company, partnership or similar power and authority, as applicable, and has taken all corporate, limited liability company company, partnership or similar action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby and thereby, to perform its their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby, the consummation by each Seller of the transactions contemplated hereby and thereby and the performance of its their respective obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, duly authorized and approved by all necessary corporate, limited liability company, member partnership, stockholder, member, partner or other action. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller as contemplated hereby will be, duly executed and delivered by each Seller. Assuming that this Agreement and all such AMERICAS 92199813 (2K) -19- other instruments and agreements constitute valid and binding obligations of Purchaser and each other Person (other than Parent, Sellers) party thereto, this Agreement and all such other instruments and agreements constitute valid and binding obligations of each Seller enforceable against such Person in accordance with the terms thereof, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law).