Common use of Authorization; Noncontravention Clause in Contracts

Authorization; Noncontravention. (a) Seller has the requisite corporate power and authority and has taken all corporate and other action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by 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 Seller of this Agreement and all other instruments and agreements to be delivered by Seller as contemplated hereby and thereby, the consummation by 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 Closing shall be, duly authorized and approved by all necessary corporate or other action. This Agreement has been, and all other instruments and agreements to be executed and delivered by Seller as contemplated hereby shall be, duly executed and delivered by Seller. Assuming that this Agreement constitutes a valid and binding obligation of Purchaser, this Agreement constitutes a valid and binding obligation of Seller enforceable against Seller in accordance with its 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 other instruments and agreements to be delivered by Seller as contemplated hereby constitute valid and binding obligations of Purchaser, such instruments and agreements shall constitute valid and binding obligations of Seller enforceable against Seller 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.

Authorization; Noncontravention. (a) Seller Purchaser has the requisite corporate limited liability company power and authority and has taken all corporate and limited liability company or other action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by 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 Seller Purchaser of this Agreement and all other instruments and agreements to be delivered by Seller Purchaser as contemplated hereby and therebyhereby, the consummation by Seller it of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder thereunder, have been, and in the case of documents required to be delivered at Closing shall be, been duly authorized and approved by all necessary corporate limited liability company or other action. This Agreement has been, and all other instruments and agreements to be executed and delivered by Seller Purchaser as contemplated hereby shall be, duly executed and delivered by SellerPurchaser. Assuming that this Agreement constitutes a valid and binding obligation of PurchaserSellers, this Agreement constitutes a valid and binding obligation of Seller Purchaser, enforceable against Seller Purchaser in accordance with its 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 generally, and by general equitable principles. Assuming that all other instruments and agreements to be delivered by Seller Purchaser as contemplated hereby constitute valid and binding obligations of Sellers and each other Person (other than Purchaser) party thereto, such instruments and agreements shall will constitute valid and binding obligations of Seller Purchaser enforceable against Seller 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.

Authorization; Noncontravention. (a) Seller Each of Parent and Merger Sub has the requisite corporate power and authority (or the equivalent thereof) and has taken all corporate and or other action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by Seller Parent and Merger Sub 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 Seller Parent and Merger Sub of this Agreement and all other instruments and agreements to be delivered by Seller Parent and Merger Sub as contemplated hereby and therebyhereby, the consummation by 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 Closing shall be, been duly authorized and approved by all necessary corporate the board of directors (or other actionsimilar governing body) of Parent and Merger Sub, as applicable. This Agreement has been, and all other instruments and agreements to be executed and delivered by Seller Parent and Merger Sub as contemplated hereby shall will be, duly executed and delivered by SellerParent and Merger Sub. Assuming that this Agreement constitutes a valid and binding obligation obligations of Purchaserthe Company, the Shareholders’ Representative and each other Person (other than Parent and Merger Sub) party hereto, this Agreement constitutes a valid and binding obligation obligations of Seller Parent and Merger Sub, enforceable against Seller Parent and Merger Sub in accordance with its 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 generally, and by general equitable principles. Assuming that all other instruments and agreements to be delivered by Seller Parent and Merger Sub as contemplated hereby constitute valid and binding obligations of Purchaserthe Company, Shareholders’ Representative and each other Person (other than Parent and Merger Sub) party thereto, such instruments and agreements shall will constitute valid and binding obligations of Seller Parent and Merger Sub enforceable against Seller Parent and Merger Sub 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.

Authorization; Noncontravention. (a) Seller Purchaser has the requisite corporate power and authority and has taken all corporate and or other action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by 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 Seller Purchaser of this Agreement and all other instruments and agreements to be delivered by Seller Purchaser as contemplated hereby and therebyhereby, the consummation by 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 Closing shall be, been duly authorized and approved by all necessary corporate or other actionthe board of directors of Purchaser. This Agreement has been, and all other instruments and agreements to be executed and delivered by Seller Purchaser as contemplated hereby shall will be, duly executed and delivered by SellerPurchaser. Assuming that this Agreement constitutes a valid and binding obligation obligations of Seller and each other Person (other than Purchaser) party hereto, this Agreement constitutes a valid and binding obligation obligations of Seller Purchaser, enforceable against Seller Purchaser in accordance with its 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 generally, and by general equitable principles. Assuming that all other instruments and agreements to be delivered by Seller Purchaser as contemplated hereby constitute valid and binding obligations of Seller and each other Person (other than Purchaser) party thereto, such instruments and agreements shall will constitute valid and binding obligations of Seller Purchaser enforceable against Seller 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.

Authorization; Noncontravention. (a) Seller has the requisite corporate power and authority and has taken all corporate and other action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by 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 Seller Buyer and Parent of this Agreement and all of the other closing agreements and instruments identified herein to which Buyer or Parent is a party have been duly authorized by Buyer, Sub-Parent and agreements Parent and no other organizational act or other organizational proceeding on the part of Buyer, Sub-Parent or Parent is necessary to be delivered by Seller as contemplated hereby and therebyauthorize such execution, delivery or performance or the consummation by 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 Closing shall be, duly authorized and approved by all necessary corporate or other actionthereby. This Agreement has been, and all other instruments and agreements to be executed and delivered by Seller as contemplated hereby shall be, been duly executed and delivered by Seller. Assuming that this Agreement Buyer and Parent and constitutes a the legal, valid and binding obligation of PurchaserBuyer and Parent, this Agreement constitutes a valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as such enforcement enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar Laws laws affecting the enforcement enforceability of creditors’ rights generally in general and by except as enforceability is subject to general equitable principlesprinciples of equity. Assuming that all Each of the other closing agreements and instruments identified herein to which Buyer or Parent is a party, when executed and agreements to be delivered by Seller as contemplated hereby Buyer or Parent, shall constitute a valid and binding obligations obligation of Purchasersuch Person, such instruments and agreements shall constitute valid and binding obligations of Seller enforceable against Seller in accordance with their its respective terms, except as such enforcement enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar Laws laws affecting the enforcement enforceability of creditors’ rights generally in general and except as enforceability is subject to general principles of equity. The Option Agreements and the issuance of the Class A Units contemplated thereby have been duly authorized by general equitable principlesParent, and when paid for in accordance with the Option Agreements, the Class A Units issued pursuant thereto will be validly issued. Parent has full power and authority to execute and deliver the Option Agreements and to consummate the transactions contemplated thereby.

Authorization; Noncontravention. (a) Seller Parent Guarantor has the requisite corporate power and authority and has taken all corporate and other action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by Seller as contemplated hereby and therebyAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by Seller of this Agreement and all other instruments and agreements to be delivered by Seller as contemplated hereby and therebyParent Guarantor, the consummation by Seller it of the transactions contemplated hereby and thereby and the performance by it of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at Closing shall be, been duly authorized and approved by all the board of directors of Parent Guarantor. No other corporate action on the part of Parent Guarantor is necessary corporate or other actionto authorize the execution, delivery and performance of this Agreement by Parent Guarantor and the consummation of the transactions contemplated hereby. This Agreement has been, and all other instruments and agreements to be executed and delivered by Seller as contemplated hereby shall be, been duly executed and delivered by Seller. Assuming Parent Guarantor and, assuming that this Agreement constitutes a valid and binding obligation of Purchaserthe Company, this Agreement constitutes a valid and binding obligation of Seller Parent Guarantor, enforceable against Seller Parent Guarantor in accordance with its terms, except as 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. Assuming that all other instruments The execution and agreements to be delivered delivery of this Agreement do not, and the consummation of the transactions contemplated by Seller as contemplated hereby constitute valid and binding obligations this Agreement will not, (a) conflict with any of Purchaser, such instruments and agreements shall constitute valid and binding obligations the provisions of Seller enforceable against Seller in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium the certificate or articles of incorporation or by-laws (or other similar Laws affecting comparable documents) of Parent Guarantor, as amended to the enforcement date of creditors’ rights generally and this Agreement, (b) conflict with, result in a breach of or default under (with or without notice or lapse of time, or both) or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent Guarantor under, any Contract to which Parent Guarantor is a party or by general equitable principleswhich Parent Guarantor or any of its assets is bound or subject, or (c) contravene any Law or any Order currently in effect.

Authorization; Noncontravention. (a) Seller Subject to receipt of the Requisite Shareholder Approval, the Company has the requisite corporate power and authority and has taken all corporate and or other action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by Seller the Company 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 Seller the Company of this Agreement and all other instruments and agreements to be delivered by Seller the Company as contemplated hereby and therebyhereby, the consummation by 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 Closing shall be, been duly authorized and approved by all necessary corporation action on the part of the Company, and no further corporate or other actionaction is required on behalf of the Company to authorize this Agreement and the transactions contemplated hereby, subject only to the receipt of the Requisite Shareholder Approval. The only action required of the Shareholders to adopt and approve this Agreement and the transactions contemplated hereby is the affirmative vote of a majority of the Common Shares (the “Requisite Shareholder Approval”). This Agreement has been, and all other instruments and agreements to be executed and delivered by Seller the Company as contemplated hereby shall be, will be duly executed and delivered by Sellerthe Company. Assuming that this Agreement constitutes a valid and binding obligation obligations of PurchaserParent and Merger Sub and each other Person (other than the Company) party hereto, this Agreement constitutes a valid and binding obligation obligations of Seller the Company, enforceable against Seller the Company in accordance with its 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 generally, and by general equitable principles. Assuming that all other instruments and agreements to be delivered by Seller the Company as contemplated hereby constitute valid and binding obligations of PurchaserParent and Merger Sub and each other Person (other than the Company) party thereto, such instruments and agreements shall will constitute valid and binding obligations of Seller the Company enforceable against Seller the Company 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.

Authorization; Noncontravention. (a) Seller has the requisite corporate power and authority and has taken all corporate and other action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by 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 Seller of this Agreement and all of the other agreements and instruments contemplated hereby to which the Company or Seller is a party have been duly authorized by the Company, or Seller, as applicable, and no other corporate act on the part of the Company, or Seller, is necessary to authorize the execution, delivery or performance of this Agreement or the other agreements to be delivered by Seller as contemplated hereby and thereby, the consummation by 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 Closing shall be, duly authorized and approved by all necessary corporate or thereby. The consent or other actionapproval of Parent’s shareholders or any other direct or indirect Subsidiary of Parent (other than Seller) is not required for consummation of the transactions contemplated hereby. This Agreement has been, and all other instruments and agreements to be executed and delivered by Seller as contemplated hereby shall be, been duly executed and delivered by Seller. Assuming that this Agreement the Company and Seller and, assuming due execution, authorization and delivery by Buyer, constitutes a valid and binding obligation of Purchaserthe Company and Seller enforceable in accordance with its terms, this Agreement constitutes subject to the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting or relating to creditors’ rights and remedies generally and the availability of injunctive relief and other equitable remedies. Each of the other agreements and instruments contemplated hereby to which the Company or Seller is a party, when executed and delivered by the Company or Seller, as applicable, in accordance with the terms hereof and thereof, shall each, assuming due execution, authorization and delivery by the other parties thereto, constitute a valid and binding obligation of Seller such Person, enforceable against Seller in accordance with its respective terms, except as such enforcement may be limited by subject to the effects of applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles. Assuming that all other instruments and agreements to be delivered by Seller as contemplated hereby constitute valid and binding obligations of Purchaser, such instruments and agreements shall constitute valid and binding obligations of Seller enforceable against Seller in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvencyfraudulent conveyance, reorganization, moratorium and similar laws affecting or other similar Laws affecting the enforcement of relating to creditors’ rights and remedies generally and the availability of injunctive relief and other equitable remedies. The assignments, endorsements, stock powers and other instruments of transfer delivered by general equitable principlesSeller to Buyer at the Closing will be sufficient to transfer Seller’s entire interest, legal and beneficial, in the Shares. Seller has, and on the Closing Date will have, full power and authority to convey good title to all of the Shares, and upon transfer to Buyer of the certificates representing such Shares and payment for the Shares at the Closing in accordance with the terms of this Agreement, Buyer will receive good and marketable title to such Shares, free and clear of all Encumbrances.

Authorization; Noncontravention. (a) Seller has the requisite corporate power and authority and has taken all corporate and other action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by 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 Seller of this Agreement and all of the other agreements and instruments and agreements to be delivered by Seller as contemplated hereby and therebyto which Holding is a party (including, without limitation, the Stock Option Agreement) have been duly authorized by Holding, and no other corporate act or other proceeding on the part of Holding or its board of directors is necessary to authorize the execution, delivery or performance of this Agreement or the other agreements contemplated hereby (including, without limitation, the Stock Option Agreement) and the consummation by 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 Closing shall be, duly authorized and approved by all necessary corporate or other actionthereby. This Agreement has been, and all other instruments and agreements to be executed and delivered by Seller as contemplated hereby shall be, been duly executed and delivered by Seller. Assuming that this Agreement Holding and, assuming due execution by SANZ and Merger Sub, as applicable, constitutes a valid and binding obligation of PurchaserHolding, this Agreement constitutes a valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as such enforcement may enforceability shall be limited by a court of competent jurisdiction in a proceeding under applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting the enforcement of creditors’ rights generally (whether enforcement is sought by proceedings in equity or at law), and by general equitable principles. Assuming that all each of the other agreements and instruments contemplated hereby to which Holding is a party (including, without limitation, the Stock Option Agreement), when executed and agreements to be delivered by Seller Holding, in accordance with the terms hereof and thereof and, assuming due execution by SANZ and Merger Sub, as contemplated hereby applicable, shall each constitute a valid and binding obligations obligation of PurchaserHolding, such instruments and agreements shall constitute valid and binding obligations of Seller enforceable against Seller in accordance with their its respective terms, except as such enforcement may enforceability shall be limited by a court of competent jurisdiction in a proceeding under applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting the enforcement of creditors’ rights generally (whether enforcement is sought by proceedings in equity or at law). Except as set forth on the attached Holding Restrictions Schedule, the execution and delivery by general equitable principlesHolding of this Agreement and all of the other agreements and instruments contemplated hereby to which Holding is a party (including, without limitation, the Stock Option Agreement) and the fulfillment of and compliance with the respective terms hereof and thereof by Holding does 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 with or without the passage of time, the giving of notice or both), (c) result in the creation of any Lien upon Holding’s or any of its Subsidiaries’ capital stock or assets pursuant to, (d) give any third party the right to modify, terminate or accelerate any obligation under, (e) result in a violation of, or (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, (i) Holding’s or any of its Subsidiaries’ charter documents, bylaws or other constituent documents, or (ii) any law, statute, rule or regulation to which Holding or any of its Subsidiaries is subject, or (iii) any material agreement, instrument, license, permit, order, judgment or decree to which Holding is subject. Neither Holding nor any of its Subsidiaries is a party to or bound by any written or oral agreement or understanding with respect to a Third Party Transaction other than this Agreement, and each such Person has terminated all discussions with third parties (other than with SANZ and Merger Sub) regarding Third Party Transactions.

Authorization; Noncontravention. (a) Seller Purchaser has the requisite corporate power and authority and has taken all corporate and or other action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by 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 Seller Purchaser of this Agreement and all other instruments and agreements to be delivered by Seller Purchaser as contemplated hereby and therebyhereby, the consummation by 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 Closing shall be, been duly authorized and approved by all necessary corporate or other actionthe management committee of Purchaser. This Agreement has been, and all other instruments and agreements to be executed and delivered by Seller Purchaser as contemplated hereby shall will be, duly executed and delivered by SellerPurchaser. Assuming that this Agreement constitutes a valid and binding obligation obligations of Seller and each other Person (other than Purchaser) party thereto, this Agreement constitutes a valid and binding obligation obligations of Seller Purchaser, enforceable against Seller Purchaser in accordance with its 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 generally, and by general equitable principles. Assuming that all other instruments and agreements to be delivered by Seller Purchaser as contemplated hereby constitute valid and binding obligations of Seller and each other Person (other than Purchaser) party thereto, such instruments and agreements shall will constitute valid and binding obligations of Seller Purchaser enforceable against Seller 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.

Authorization; Noncontravention. (a) Seller has the requisite corporate power The execution, delivery and authority and has taken all corporate and other action necessary to execute and deliver performance of this Agreement and all of the Related Agreements to which such Seller Group Member is a party have been duly authorized by such Seller Group Member and no other instruments act or other proceeding on the part of such Seller Group Member or its board of directors, board of managers, managing member, trustee or equivalent governing body, if applicable, is necessary to authorize the execution, delivery or performance by such Seller Group Member of this Agreement or the Related Agreements to which it is or will be a party and agreements to be delivered by 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 Seller of this Agreement and all other instruments and agreements to be delivered by Seller as contemplated hereby and thereby, the consummation by 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 Closing shall be, duly authorized and approved by all necessary corporate or other actionthereunder. This Agreement has been, and all other instruments and agreements to be executed and delivered by Seller as contemplated hereby shall be, been duly executed and delivered by Seller. Assuming that this Agreement such Seller Group Member and constitutes a valid and binding obligation of Purchasersuch Seller Group Member, this Agreement constitutes enforceable in accordance with its terms (except as enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization or other Laws of general application relating to or affecting the rights of creditors and except as enforceability may be limited by rules of Law governing specific performance, injunctive relief or other equitable remedies), and each of the Related Agreements to which such Seller Group Member is or will be a party, when executed and delivered by such Seller Group Member in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of such Seller Group Member, enforceable against Seller in accordance with its terms, respective terms (except as such enforcement enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws of general application relating to or affecting the enforcement rights of creditors’ rights generally creditors and by general equitable principles. Assuming that all other instruments and agreements to be delivered by Seller as contemplated hereby constitute valid and binding obligations of Purchaser, such instruments and agreements shall constitute valid and binding obligations of Seller enforceable against Seller in accordance with their terms, except as such enforcement enforceability may be limited by applicable bankruptcyrules of Law governing specific performance, insolvency, reorganization, moratorium injunctive relief or other similar Laws affecting equitable remedies). With respect to such Seller Group Member, the enforcement execution and delivery by such Seller Group Member of creditorsthis Agreement and all of the Related Agreements to which such Seller Group Member is or will be a party and the fulfillment of and compliance with the respective terms hereof and thereof by such Seller Group Member do not and shall not (in each case by itself or together with the occurrence or failure of another event (including the passage of time)) (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under (whether with or without the passage of time, the giving of notice or both), (c) result in the creation of any Encumbrance upon the Transferred Companies’ rights generally units, shares, capital stock, share capital or other equity securities or assets pursuant to, (d) give any third party the right to modify, terminate or accelerate any obligation under, (e) result in a violation of, or (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 Governmental Authority pursuant to, such Seller Group Member’s respective charter documents, by-laws, operating agreement, memorandum of association or other constituent documents, if applicable, or any Law, any agreement, instrument, license, permit, order, judgment or decree to which such Seller Group Member is subject (other than this Agreement and the Related Agreements). With respect to such Seller Group Member, such Seller Group Member is not a party to or bound by general equitable principlesany written or oral agreement or understanding with respect to a Company Transaction (other than this Agreement), and such Seller Group Member has terminated all discussions with third parties (other than with Buyer and its Affiliates) regarding Company Transactions.

Authorization; Noncontravention. (a) Except for the approval by the shareholders of the Seller has (which Seller will have received prior to February 20, 2008), the requisite corporate power and authority and has taken all corporate and other action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by 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 Seller of this Agreement and all of the other agreements and instruments contemplated hereby to which any Seller Party is a party have been duly authorized by the applicable Seller Parties, and no other act (corporate or otherwise) or other proceeding on the part of any Seller Party is necessary to authorize the execution, delivery or performance of this Agreement or the other agreements to be delivered by Seller as contemplated hereby and thereby, the consummation by 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 Closing shall be, duly authorized and approved by all necessary corporate or other actionthereby. This Agreement has been, and all other instruments and agreements to be executed and delivered by Seller as contemplated hereby shall be, been duly executed and delivered by Seller. Assuming that this Agreement each Seller Party and constitutes a valid and binding obligation of Purchasersuch Seller Party enforceable in accordance with its terms (except as enforceability may be limited by laws relating to bankruptcy, this Agreement constitutes insolvency, winding-up or other similar laws affecting the enforcement of creditors' rights and by general principles of equity), and each of the other agreements and instruments contemplated hereby to which any Seller Party is a party, when executed and delivered by such Seller Party in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of Seller such Person, enforceable against Seller in accordance with its terms, respective terms (except as such enforcement 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 principlesprinciples of equity). Assuming that all The assignments, endorsements, stock powers and other instruments and agreements to be of transfer delivered by Seller as contemplated hereby constitute valid to Buyer at the Closing will be sufficient to transfer the Seller's entire interest, legal and binding obligations beneficial, in the Shares. Except for the approval by the shareholders of Purchaserthe Seller (which Seller will have received prior to February 20, 2008), Seller has, and on the Closing Date will have, full power and authority to convey good and marketable title to all of its Shares, and upon transfer to Buyer of the certificates representing such instruments Shares, Buyer will receive good and agreements shall constitute valid marketable title to such Shares, free and binding obligations clear of Seller enforceable against Seller 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 principlesall Encumbrances.

Authorization; Noncontravention. (a) Seller Each of Parent and Merger Sub has the requisite corporate limited liability company power and authority and has taken all corporate and other limited liability company action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by Seller each of Parent and Merger Sub as contemplated hereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Except for the approvals described in the following sentence, the execution, delivery and performance by Seller of this Agreement by each of Parent and Merger Sub and all other instruments and agreements to be delivered by Seller each of Parent and Merger Sub as contemplated hereby and therebyhereby, the consummation by Seller each of Parent and Merger Sub of the transactions contemplated hereby and thereby and the performance by each of Parent and Merger Sub of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at Closing shall be, been duly authorized and approved by all necessary corporate limited liability company action. No other proceedings on the part of each of Parent and Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, including the Merger, other actionthan 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 Seller each of Parent and Merger Sub as contemplated hereby shall be, duly executed and delivered by Sellereach of Parent and Merger Sub. Assuming that this Agreement constitutes a valid and binding obligation of Purchaserthe Company, this Agreement constitutes a valid and binding obligation of Seller each of Parent and Merger Sub, enforceable against Seller each of Parent and Merger Sub in accordance with its 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 other instruments and agreements to be delivered by Seller as contemplated hereby constitute valid and binding obligations Without limiting the generality of Purchaserthe foregoing, such instruments and agreements shall constitute valid and binding obligations no vote or consent of Seller enforceable against Seller in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium the holders of any class or series of capital stock or other similar Laws affecting equity interests of Parent or any of its Affiliates (including Merger Sub) is necessary to approve this Agreement or the enforcement transactions contemplated hereby, including the Merger, other than those that have been obtained as of creditors’ rights generally and by general equitable principles.the date hereof. 57

Authorization; Noncontravention. (a) Seller has the requisite corporate power and authority and has taken all corporate and other action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by 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 Seller of this Agreement and all of the other agreements and instruments contemplated hereby to which the Companies are a party have been duly authorized by each of the Companies, and no other corporate act or other proceeding on the part of the Companies or the boards of directors is necessary to authorize the execution, delivery or performance of this Agreement or the other agreements to be delivered by Seller as contemplated hereby and thereby, the consummation by 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 Closing shall be, duly authorized and approved by all necessary corporate or other actionthereby. This Agreement has been, and all other instruments and agreements to be executed and delivered by Seller as contemplated hereby shall be, been duly executed and delivered by Seller. Assuming that this Agreement each of the Companies and Sellers and constitutes a valid and binding obligation of Purchasereach of the Companies and Sellers, this Agreement constitutes enforceable against each in accordance with its terms, and each of the other agreements and instruments contemplated hereby to which the Companies or any Seller is a party, when executed and delivered by the Companies or such Seller(s), as applicable, in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of Seller such Person, enforceable against Seller in accordance with its terms, except as such enforcement may be limited by applicable respective terms (subject to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditor's rights and general principles of equity, including principles of commercial reasonableness, good faith and fair dealing, regardless of whether enforcement is sought in a proceeding at law or equity). Except as set forth on the attached RESTRICTIONS SCHEDULE and assuming the accuracy of the representation set forth in SECTION 6.9, the execution and delivery by the Companies and Sellers of this Agreement and all of the other similar Laws affecting the enforcement of creditors’ rights generally agreements and by general equitable principles. Assuming that all other instruments and agreements to be delivered by Seller as contemplated hereby constitute valid to which the Companies or any Seller(s) is a party and binding obligations the fulfillment of Purchaser, such instruments and agreements shall constitute valid compliance with the respective terms hereof and binding obligations thereof by the Companies and Sellers do not and will not (a) conflict with or result in a breach of Seller enforceable against Seller in accordance with their the terms, except as such enforcement may be limited by applicable bankruptcyconditions or provisions of, insolvency(b) constitute a default under (whether with or without the passage of time, reorganizationthe giving of notice or both), moratorium (c) result in the creation of any Lien upon any of the Companies' capital stock or assets pursuant to, (d) give any third party the right to modify, terminate or accelerate any obligation under, (e) result in a violation of, or (f) require any authorization, consent, approval, exemption or other similar Laws affecting 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 enforcement Companies' or any of creditors’ rights generally its Subsidiaries' charter documents, bylaws or other constituent documents, or any law, statute, rule or regulation to which any of the Companies or any Seller is subject, or any agreement, instrument, license, permit, order, judgment or decree to which the Companies or any Seller is subject, except for such conflicts, defaults, Liens, third party rights, violations, authorizations, consents, approvals, exemptions, actions, notices or filings which would not be material. Neither the Companies 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 by general equitable principleseach such Person has terminated all discussions with third parties (other than with Buyer and its Affiliates) regarding Company Transactions.

Authorization; Noncontravention. (a) Seller has the requisite corporate power and authority and has taken all corporate and other action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by 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 Seller of this Agreement and all of the other agreements and instruments and agreements to be delivered by Seller as contemplated hereby and thereby, the consummation by Seller of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder to which Sun is a party have been, and in the case of documents required to be delivered at Closing shall be, been duly authorized and approved by all necessary corporate or other actionSun. This Agreement has been, and all other instruments and agreements to be executed and delivered by Seller as contemplated hereby shall be, been duly executed and delivered by Seller. Assuming that this Agreement Sun and, assuming the due execution by SANZ and Merger Sub, as applicable constitutes a valid and binding obligation of PurchaserSun, this Agreement constitutes a valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as such enforcement may enforceability shall be limited by a court of competent jurisdiction in a proceeding under applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting the enforcement of creditors’ rights generally (whether enforcement is sought by proceedings in equity or at law), and by general equitable principles. Assuming that all each of the other agreements and instruments contemplated hereby to which Sun is a party, when executed and agreements to be delivered by Seller Sun, in accordance with the terms hereof and thereof and, assuming the due execution by SANZ and Merger Sub, as contemplated hereby applicable, shall each constitute a valid and binding obligations obligation of PurchaserSun, such instruments and agreements shall constitute valid and binding obligations of Seller enforceable against Seller in accordance with their its respective terms, except as such enforcement may enforceability shall be limited by a court of competent jurisdiction in a proceeding under applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting the enforcement of creditors’ rights generally (whether enforcement is sought by proceedings in equity or at law). The execution and delivery by general equitable principlesSun of this Agreement and all of the other agreements and instruments contemplated hereby to which Sun is a party and the fulfillment of and compliance with the respective terms hereof and thereof by Sun does 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 with or without the passage of time, the giving of notice or both), (c) result in the creation of any Lien upon Sun’s equity securities or assets pursuant to, (d) give any third party the right to modify, terminate or accelerate any obligation under, (e) result in a violation of, or (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, (i) Sun’s constituent documents, or (ii) any law, statute, rule or regulation to which Sun is subject, or (iii) any material agreement, instrument, license, permit, order, judgment or decree to which Sun is subject.