Common use of Authorization of Transaction Clause in Contracts

Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and to perform his obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform his its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and to perform his obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this AgreementTransaction.

Authorization of Transaction. The Seller has full power and authority (including, if the Seller is a corporation, full corporate power and authority) to execute and deliver this Agreement and to perform his or its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform his its obligations hereunder. Without limiting the generality of the foregoing, the board of directors and stockholders of the Seller have duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and to perform his its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and to perform his its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, consent or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and to perform his obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency Person in order to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by Seller.

Authorization of Transaction. The Seller Each of the Sellers has full power and authority to execute and deliver this Agreement and to perform his his, her or its respective obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the each Seller, enforceable in accordance with its terms and conditions. The No Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency Governmental Authority in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and to perform his its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority (including full partnership power and authority) to execute and deliver this Agreement and all agreements and instruments to be executed and delivered by Seller pursuant to this Agreement (collectively, the "Ancillary Agreements") and to perform his its obligations hereunderhereunder and thereunder. This Agreement constitutes and the Ancillary Agreements constitute the valid and legally binding obligation of the Seller, enforceable in accordance with its their respective terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full corporate power and authority to execute and deliver this Agreement and to perform his its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and to perform his obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by Seller.

Authorization of Transaction. The Seller has full power and authority (including full partnership power and authority) to execute and deliver this Agreement and to perform his its obligations hereunder. Without limiting the generality of the foregoing, the partners of the Seller have duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Such Seller has full all right, power and authority capacity to execute and deliver this Agreement Agreement, and all other agreements, documents and written instruments to be executed by such Seller in connection with the Contemplated Transactions, and to perform his obligations hereunder. This under this Agreement constitutes the valid and legally binding obligation of the Sellerall such other agreements, enforceable in accordance with its terms documents and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreementwritten instruments.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform his its obligations hereunder. Without limiting the generality of the foregoing, the board of directors and the shareholders of Seller have duly authorized the execution, delivery, and performance of this Agreement by Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has Sellers have full power and authority to execute and deliver this Agreement and to perform his or her obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the SellerSellers, enforceable in accordance with its terms and conditions. The Seller Sellers need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and ---------------------------- authority to execute and deliver this Agreement and to perform his obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller Seller, through its Board of Directors, has full capacity, power and authority to execute and deliver this Agreement and to perform his its obligations hereunderhereunder and to consummate the transactions contemplated hereby. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller Buyer does not need not to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller Each of the Sellers has full power and authority to execute and deliver this Agreement and to perform his or her obligations hereunder. This Agreement constitutes the valid and legally binding obligation of each of the SellerSellers, enforceable in accordance with its terms and conditions. The Seller Sellers need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform his its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller have duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform his its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller and the Seller’s stockholders have duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and to perform his obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government Governmental or governmental agency Regulatory Agency in order to consummate the transactions contemplated by this AgreementTransactions.

Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and to perform his its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice toexecution, make any filing with, or obtain any authorization, consent, or approval delivery and performance of any government or governmental agency in order to consummate the transactions this Agreement and all other agreements contemplated by this AgreementAgreement have been duly authorized by Seller.

Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and to perform his or her obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and to perform his its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, Seller enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing withexcept as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or obtain any authorizationaffecting creditors’ rights generally or as limited by laws relating to the availability of specific performance, consent, injunctive relief or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreementother equitable remedies.

Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and to perform his or her obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by Seller.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform his its obligations hereunder. This Agreement constitutes Without limiting the valid and legally binding obligation generality of the Sellerforegoing, enforceable in accordance with its terms the board of directors of the Seller has duly authorized the execution, delivery, and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval performance of any government or governmental agency in order to consummate the transactions contemplated this Agreement by this Agreement.the

Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and the Ancillary Agreements, and to perform his its obligations hereunderhereunder and thereunder. This Agreement constitutes and the Ancillary Agreements constitute the valid and legally binding obligation obligations of the Seller, enforceable in accordance with its their terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority (including, if the Seller is a corporation, full corporate power and authority) to execute and deliver this Agreement and to perform his obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, consent or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform his its obligations hereunder. Without limiting the generality of the foregoing, the managers, and members of the Seller have duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and to perform his or its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and to perform his obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform his its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller and the Shareholders have duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and to perform his its obligations hereunder. This Agreement constitutes the a valid and legally binding obligation of the Selleragreement, enforceable against the Seller in accordance with its the terms and conditions. The Seller need not give any notice toconditions hereto, make any filing withexcept as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or obtain any authorization, consent, or approval other applicable law of any government or governmental agency in order to consummate the transactions contemplated by this Agreementgeneral application affecting enforcement of creditors’ rights generally.

Authorization of Transaction. The Seller has full power and authority (including full power and authority as a limited liability company) to execute and deliver this Agreement and to perform his its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing filings with, or obtain any authorization, consent, or approval of of, any government or governmental agency in order to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by Seller, including, without limitation, due authorization by all of Seller’s members.

Authorization of Transaction. The Seller has full corporate power and authority to execute and deliver this Agreement and to perform his its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller does not need not to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has the full power and authority to execute and deliver this Agreement and any ancillary documents to which the Seller is a party and to perform his obligations hereunderthereunder. This Agreement constitutes and any ancillary documents to which the Seller is a party constitute the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreementtheir terms.

Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and to perform his obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and to perform his its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity). The Seller need not give any notice toexecution, make any filing withdelivery, or obtain any authorization, consent, or approval and performance of any government or governmental agency in order to consummate the transactions this Agreement and all other agreements contemplated hereby have been duly authorized by this AgreementSeller.

Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and to perform his obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, other than Transfer Applications described in Section 5(b).

Authorization of Transaction. The Seller has full right, power and authority (i) to execute and deliver this Agreement Agreement, (ii) to sell, assign, transfer and deliver the Shares to be sold by Seller hereunder, and (iii) to perform his its obligations hereunder. Seller has taken all corporate action, and has obtained all consents, approvals, authorizations and orders, required for it to execute, deliver and perform this Agreement. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreementterms.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform his its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of Seller and Seller Stockholders of Seller have duly authorized the execution, delivery, and performance of this Agreement by Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority (including full corporate or other entity power and authority) to execute and deliver this Agreement and to perform his his, her, or its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by Seller.

Authorization of Transaction. The Each Seller has full corporate power and authority to execute and deliver this Agreement and to perform his its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the each Seller, enforceable in accordance with its terms and conditions. The Each Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform his its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller and the Seller Shareholders have duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full corporate power and authority to execute and deliver this Agreement and to perform his its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, consent or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by Seller.

Authorization of Transaction. The Seller has full power and authority (including, if the Seller is a trust, full trust power and authority) to execute and deliver this Agreement and to perform his his, her or its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and to perform his the obligations of Seller hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full corporate power and authority to execute and deliver this Agreement Agreement, and all documents and agreements necessary to give effect to the provisions of this Agreement, and to perform his its obligations hereunderhereunder and thereunder. This Agreement constitutes and all other agreements and documents executed in connection herewith constitute the valid and legally binding obligation of the Seller, enforceable in accordance with its their terms and conditions. The Seller need not give any notice toexecution, make any filing with, or obtain any authorization, consent, or approval delivery and performance of any government or governmental agency in order to consummate this Agreement and all other agreements contemplated hereby and the transactions contemplated consummation of the sale of the Purchased Assets have been duly authorized by this AgreementSeller.

Authorization of Transaction. The Seller has full all requisite power and authority to execute and deliver this Agreement and to perform his its respective obligations hereunder. This The execution and delivery of this Agreement constitutes and the valid performance by the Seller of this Agreement and legally binding obligation the consummation by the Seller of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Seller, enforceable in accordance with its terms the Company and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.Scan Inc.

Authorization of Transaction. The Seller has full corporate power and authority to execute and deliver this Agreement and to perform his its obligations hereunder. This Agreement constitutes the valid and legally binding obligation obligations of the Seller, enforceable in accordance with its terms and conditions. The Seller does not need not to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate complete the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and to perform his its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity). The Seller need not give any notice toexecution, make any filing withdelivery, or obtain any authorization, consent, or approval and performance of any government or governmental agency in order to consummate the transactions contemplated this Agreement has been duly authorized by this AgreementSeller.

Authorization of Transaction. The Such Seller has full power and authority the requisite legal capacity to execute and deliver this Agreement and to perform his or her obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the such Seller, enforceable in accordance with its terms and conditions. The Such Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this AgreementTransactions.

Authorization of Transaction. The Such Seller has full legal capacity, power and authority to execute and deliver this Agreement and to perform his its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the such Seller, enforceable in accordance with its terms and conditions. The Such Seller need needs not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, except for such filings as may be required under the Securities Act and regulations promulgated thereunder.

Authorization of Transaction. The Each Seller has full power and authority to execute and deliver this Agreement and each other agreement contemplated hereby and to perform his or its obligations hereunderhereunder and thereunder and to consummate the transactions contemplated hereunder and thereunder. This Agreement constitutes the valid and legally binding obligation of the each Seller, enforceable in accordance with its terms and conditions. The No Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency or any third party in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and to perform his its obligations hereunder. Without limiting the generality of the foregoing, Seller's Trustee has duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority (including, if the Seller is an entity, full power and authority) to execute and deliver this Agreement and to perform his obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, consent or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority (including, if the Seller is a corporation or other entity, full corporate power and authority) to execute and deliver this Agreement and to perform his his, her or its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform his its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, ; make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by Seller.

Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and to perform his obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, other than Transfer Assignment Applications described in Section 5(b).

Authorization of Transaction. The Each Seller has full power the legal power, authority and authority capacity to execute and deliver this Agreement and to perform his or its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of each of the SellerSellers, enforceable in accordance with its terms and conditions. The Seller need not None of the Sellers needs to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform his its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of Seller have duly authorized the execution, delivery, and performance of this Agreement by Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Each Seller has full power and authority to execute and deliver this Agreement and to perform his or her obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the each Seller, enforceable in accordance with its terms and conditions. The No Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, other than Transfer Assignment Applications described in Section 5(b).

Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and to perform his its obligations hereunder. This Agreement constitutes Seller hereby represents and warrants that the valid individual has the capacity set forth on the signature page hereof with full power and legally binding obligation of the authority to bind Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority (including, if the Seller is a corporation, full corporate power and authority) to execute and deliver this Agreement and to perform his his, her or its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need is not give any notice to, make any filing with, or required to obtain any authorization, consent, or approval of any government person, including any court or governmental agency agency, in order to consummate complete the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full corporate power and authority to execute and deliver this Agreement and to perform his its obligations hereunder. This Agreement constitutes the legally valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice tohas given all notices and received all authorizations, make any filing withconsents, or obtain any authorization, consent, or approval approvals of any government or governmental agency necessary in order to consummate the transactions contemplated by this Agreement, including, without limitation, those notices, authorizations, consents, or approvals listed in Schedule 3.1(ii).

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and, upon receipt of the consents and approvals contemplated hereby, to perform his its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable against Seller in accordance with its terms and conditions, except as enforceability may be limited by laws concerning bankruptcy, insolvency, creditors’ rights or general equitable principles. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.4

Authorization of Transaction. The Seller has full corporate power and authority (including full entity power and authority) to execute and deliver this Agreement and to perform his its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.or

Authorization of Transaction. The Each Seller has full corporate or similar power and authority to execute and deliver this Agreement the Transaction Documents, as applicable, and to perform his its obligations hereunderthereunder. This Agreement constitutes Except as required by the valid and legally binding obligation of the SellerBankruptcy Court or Bankruptcy Code, enforceable in accordance with its terms and conditions. The Seller Sellers need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreementthe Transaction Documents.

Authorization of Transaction. The Seller Each of the Sellers has full power and authority to execute and deliver this Agreement and to perform his his, her or its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of each of the SellerSellers, enforceable against each of them in accordance with its terms and conditions. The No Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency Governmental Authority in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and to perform his his, her or its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by Seller.

Authorization of Transaction. The Seller has full corporate power and authority to execute and deliver this Agreement and to perform his its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, other than under the Xxxx-Xxxxx-Xxxxxx Act.

Authorization of Transaction. The Seller Each of the Sellers has full power and authority to execute and deliver this Agreement and to perform his obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the SellerSellers, enforceable in accordance with its terms and conditions. The Seller Sellers need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and to perform his or its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Except for appropriate filings under the Hart-Xxxxx-Xxxxxx Xxx, the Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full corporate power and authority to execute and deliver this Agreement and to perform his its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable against the Seller in accordance with its terms and conditions. The Seller need not give any notice toEach of Xxxxx Xxxxxx, make any filing with, or obtain any authorization, consent, or approval Xxxxx Xxxxx and Xxxxx Xxxxx has the authority to execute and deliver all documents referred to in this Agreement on behalf of any government or governmental agency in order to consummate the transactions contemplated by this AgreementSeller.

Authorization of Transaction. The Seller has full power and authority (including full corporate or other entity power and authority) to execute and deliver this Agreement and all closing documents to which such Seller is a party and to perform his its obligations hereunderunder this Agreement and those closing documents. Without limiting the generality of the foregoing, the board of directors of Target as well as Seller has duly authorized the execution, delivery, and performance of this Agreement. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full corporate power and authority to execute and deliver this Agreement and to perform his its obligations hereunder. This Subject to approval by the Seller's shareholders as provided herein, this Agreement has been duly authorized by the Seller and constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform his its obligations hereunder; provided, however, that the Seller cannot consummate the transactions under this Agreement unless and until it receives the Requisite Shareholder Approval. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform his its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority (including full corporate or other entity power and authority) to execute and deliver this Agreement and and, subject to the approval of the Bankruptcy Court, to perform his its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice toexecution, make any filing with, or obtain any authorization, consent, or approval delivery and performance of any government or governmental agency in order to consummate the transactions this Agreement and all other agreements contemplated hereby have been duly authorized by this AgreementSeller.

Authorization of Transaction. The Seller has full the right, power and authority to execute and deliver this Agreement and to perform his its obligations hereunder. This Agreement constitutes the legally valid and legally binding obligation obligations of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform his its obligations hereunder. Without limiting the generality of the foregoing, Seller has been duly authorized to execute, deliver, and perform this Agreement. This Agreement constitutes constitutes_ the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full the corporate power and authority to execute and deliver this Agreement and to perform his its obligations hereunderunder this Agreement and the execution and delivery of this Agreement has been approved by the Seller's Board of Directors. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full corporate power and authority to execute and deliver this Agreement and to perform his its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need is not required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by Seller.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and the Related Agreements and to perform his its obligations hereunderhereunder and thereunder. No action by the Seller's stockholders is necessary to authorize this Agreement. The board of directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes and the Related Agreements constitute valid and legally binding obligation obligations of the Seller, enforceable in accordance with its their terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Such Seller has full power and authority to execute and deliver this Agreement and to perform his obligations hereunderconsummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Seller and, assuming due execution and delivery of the Agreement by the other Sellers and the Purchaser, this Agreement constitutes the a legal, valid and legally binding obligation of the Seller, such Seller enforceable against such Seller in accordance with its terms and conditions. The In the case of Sellers which are not natural persons, the execution and delivery of this Agreement by such Seller need will not give violate any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreementprovisions of its organizational documents.

Authorization of Transaction. The Seller has full power ---------------------------- and authority to execute and deliver this Agreement and to perform his their obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any person, entity, government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power power, capacity and authority to execute and deliver this Agreement and to perform his obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government Government Entity or governmental agency in order to consummate the transactions contemplated by this Agreementany Person.

Authorization of Transaction. The Seller has full power and authority (including, if the Seller is a corporation, full corporate power and authority) to execute and deliver this Agreement the Basic Agreements and to perform his obligations hereunderthereunder. This Agreement constitutes the The Basic Agreements constitute a valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreementthe Basic Agreements.

Authorization of Transaction. The Except as provided in Sec. 2(e), the Seller has full power and authority to execute (including full corporate power and deliver this Agreement and authority) to perform his its obligations hereunder. This Except as provided in Sec. 2(e), this Agreement constitutes the valid and legally binding obligation of the Seller, Seller enforceable in accordance with its terms and conditionsterms. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreementherein.

Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and to perform his obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency Governmental Entity in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and the authority to execute enter into and deliver perform its obligations under this Agreement and to perform his obligations hereunderAgreement. This Agreement constitutes the valid and legally binding obligation of the Seller, Seller enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority (including, if the Seller is a corporation, full corporate power and authority) to execute and deliver this Agreement and to perform his his, her or its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Each Seller has full power and authority to execute and deliver this Agreement and to perform his its obligations hereunderhereunder and thereunder. This Agreement constitutes constitute the valid and legally binding obligation obligations of the each Seller, enforceable in accordance with its terms their respective terms, subject, as to enforceability, to (a) laws of general application relating to bankruptcy, insolvency and conditions. The Seller need not give any notice tothe relief of debtors, make any filing withand (b) rules of law governing specific performance, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreementinjunctive relief and other equitable remedies.

Authorization of Transaction. The Seller has full all necessary corporate power and authority to execute and deliver this Agreement and to perform his its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of Seller has duly authorized the execution, delivery, and performance of this Agreement by Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full the right, power and authority to execute and deliver this Agreement and to perform his its obligations hereunder. This Agreement constitutes the legally valid and legally binding obligation obligations of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this AgreementAgreement other than those notices, filings, authorizations, consents or approvals which the Seller has already validly made or received and which are in full force and effect.

Authorization of Transaction. The Seller has full legal capacity, power and authority to execute and deliver this Agreement and to perform his obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full corporate power and authority to execute and deliver this Agreement and all other agreements contemplated hereby and to perform his its obligations hereunderhereunder and thereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice toexecution, make any filing withdelivery and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by Seller, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this AgreementEnstar and their Affiliates.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform his its obligations hereunder; provided, however, that Seller cannot consummate the Merger unless and until it receives the Requisite Seller Stockholder Approval. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.