Common use of Authorization of Transaction Clause in Contracts

Authorization of Transaction. Buyer has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of Buyer, enforceable in accordance with its terms and conditions.

Authorization of Transaction. Buyer has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of Buyer, enforceable in accordance with its terms and conditionsterms. Buyer 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.

Authorization of Transaction. Buyer has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of Buyer, enforceable in accordance with its terms and conditions. Buyer 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 Buyer has full power and authority (including full corporate power and authority authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of Buyer, enforceable in accordance with its terms and conditions.its

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with general equitable principles.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions, except as such enforcement may be limited by the Enforceability Exceptions.

Authorization of Transaction. Buyer has full all necessary corporate power and authority and has taken all corporate action necessary to execute and deliver enter into this Agreement Agreement, to consummate the transactions contemplated hereby and to perform its obligations hereunder. This Each of this Agreement constitutes and the Ancillary Agreements has been duly executed and delivered by Buyer and is a legal, valid and legally binding obligation of Buyer, Buyer enforceable against Buyer in accordance with its terms and conditions(except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally).

Authorization of Transaction. Buyer has full power and authority (including full corporate power and authority authority) to execute and deliver this Agreement and the related agreements to which it is a party and to perform its obligations hereunderhereunder and thereunder. This Agreement constitutes the legal, valid and legally binding obligation of Buyer, enforceable against it in accordance with its terms terms, except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors' rights generally and conditionsexcept as to the availability of equitable remedies.

Authorization of Transaction. Buyer Each of the Sellers has full corporate legal right, power and authority and all approvals required by law, to execute enter into this Agreement, to sell, assign, transfer and deliver the Company Stock in the manner provided in this Agreement and to perform its all of his obligations hereunder. This Agreement has been duly executed and delivered by each Seller and constitutes the a legal, valid and legally binding obligation of Buyer, each Seller enforceable in accordance with its terms and conditionsterms.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions.. (c)

Authorization of Transaction. The Buyer has full corporate power and authority authority, corporate or otherwise, to execute enter into and deliver perform its obligations under this Agreement. The Buyer has duly authorized the execution and performance of this Agreement and the ancillary documents to perform its obligations hereunderwhich the Buyer is a party. This Agreement constitutes and the ancillary documents to which the Buyer is a party constitute the valid and legally binding obligation obligations of the Buyer, enforceable in accordance with its their respective terms and conditions.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority authority) to execute and deliver this Agreement and to perform its obligations hereunderhereunder and this Agreement has been duly executed and delivered by the Buyer. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditionsconditions except for the Equitable Exceptions. The Buyer 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. Buyer Each of the Buyers has full power and authority (including full corporate power and authority authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of Buyereach of the Buyers, enforceable against each in accordance with its terms and conditions. Except as set out in Annex II attached hereto, neither Buyer need 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 Buyer has full power and authority (including full corporate power and authority authority) to execute enter into and deliver perform its obligations under this Agreement and the Transaction Documents to perform its obligations hereunderwhich it is a party. This Agreement constitutes and the Transaction Documents to which it is a party constitute valid and legally binding obligation obligations of the Buyer, enforceable in accordance with its their respective terms and conditions.

Authorization of Transaction. Buyer has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions. The Buyer does not need 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 Buyer has full power and authority (including full corporate power and authority authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions, except to the extent that enforcement may be limited by the laws of bankruptcy or insolvency or laws relating to creditors' rights and remedies generally.

Authorization of Transaction. All necessary action, corporate or otherwise, has been taken by Buyer has full corporate power to authorize the execution, delivery and authority to execute performance of this Agreement, and deliver this the Agreement and to perform its obligations hereunder. This Agreement constitutes is the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditionsterms.

Authorization of Transaction. The Buyer has full the necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions.

Authorization of Transaction. Buyer has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of Buyer, enforceable in accordance with its terms and conditions. The execution, delivery and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by Buyer.

Authorization of Transaction. The Buyer has full power and ----------------------------- authority (including full corporate power and authority authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions. The Buyer 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. Buyer has the full corporate power and authority to execute execute, deliver and deliver perform this Agreement and to perform its obligations hereundercarry out the transactions contemplated hereby. This All necessary action, corporate or otherwise, has been taken by Buyer to authorize the execution, delivery and performance of this Agreement constitutes and the agreements contemplated hereby and the same is the valid and legally binding obligation of Buyer, Buyer enforceable in accordance with its terms and conditionsterms.

Authorization of Transaction. Buyer The Purchaser has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the a valid and legally legal binding obligation of Buyerthe Purchaser, enforceable against it in accordance with its terms and conditionsterms. The Purchaser 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.

Authorization of Transaction. Buyer has full power and authority (including full corporate power and authority authority) to execute and deliver this Agreement and to perform its obligations hereunderconsummate the Contemplated Transactions. The execution and delivery of this Agreement and the consummation of the Contemplated Transactions have been duly authorized by all necessary corporate action on the part of Buyer. This Agreement constitutes constitutes, and the Related Agreements when executed and delivered will constitute, valid and legally binding obligation obligations of Buyer, enforceable in accordance with its their terms and conditions.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of Buyer, enforceable in accordance with its terms and conditions.

Authorization of Transaction. Buyer has full power and authority (including full corporate power and authority authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of Buyer, enforceable in accordance with its terms and conditionsterms. The person who has executed this Agreement on behalf of Buyer has been duly authorized to do so.

Authorization of Transaction. The Buyer has full corporate power and authority (including full legal power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions.

Authorization of Transaction. Buyer has full power and authority (including full corporate power and authority authority) to execute and deliver this Agreement and to perform its obligations hereunder. This The execution, delivery and performance of this Agreement constitutes and the valid and legally binding obligation transactions contemplated hereby have been duly authorized by all necessary action on the part of Buyer, enforceable in accordance with its terms and conditions.the Board of

Authorization of Transaction. Buyer Purchaser has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of BuyerPurchaser, enforceable in accordance with its terms and conditions. No vote is required by the shareholders of Purchaser for the consummation of the transactions contemplated by this Agreement. The Purchaser Shares issuable pursuant to the terms hereof have been, or will be prior to the Closing Date, duly authorized and reserved for issuance.

Authorization of Transaction. Buyer The Purchaser has full power and authority (including full corporate power and authority authority) to execute and deliver this Agreement and each of the Ancillary Agreements and to perform its obligations hereunderhereunder and thereunder. This Agreement constitutes constitutes, and each of the Ancillary Agreements when executed and delivered by the Purchaser will constitute, the valid and legally binding obligation of Buyerthe Purchaser, enforceable against the Purchaser in accordance with its terms and conditions.

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

Authorization of Transaction. The Buyer has full corporate the power and authority to execute and deliver this Agreement and the Buyer's Closing Deliveries and to perform its obligations hereunder. This Agreement constitutes the valid hereunder and legally binding obligation of Buyer, enforceable in accordance with its terms and conditionsthereunder.

Authorization of Transaction. The Buyer has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions. The Buyer need not give any notice to, make any filing with, or obtain any authorization except as may be required under the HSR Act, consent, or approval of any government, governmental agency or other third party in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Buyer has full corporate power and authority (including full limited liability company power and authority) to execute and deliver this Agreement and each of the Buyer's Transaction Documents to which it is a party and to perform its obligations hereunderhereunder and thereunder. This Each of this Agreement and the Buyer's Transaction Documents to which it is a party constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions.

Authorization of Transaction. Buyer has the full corporate power and authority to execute execute, deliver and deliver perform this Agreement and to perform its obligations hereundercarry out the transactions contemplated hereby. This All necessary action, corporate or otherwise, has been taken by Buyer to authorize the execution, delivery and performance of this Agreement constitutes and the agreements contemplated hereby and the same is the valid and legally binding obligation of Buyer, Buyer enforceable in accordance with its terms and conditions.terms. ------------------------------------------------------------------------------- STOCK PURCHASE AGREEMENT -27-

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

Authorization of Transaction. Buyer has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes is Enforceable against Buyer. Buyer need not give any notice to, make any filings with, or obtain any authorization, consent, or approval of any Governmental Authority in order to consummate the valid and legally binding obligation of Buyer, enforceable in accordance with its terms and conditionstransactions contemplated by this Agreement.

Authorization of Transaction. The Buyer has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder, neither of which requires the approval of the Buyer's shareholders. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions, subject to the effect of (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equity.

Authorization of Transaction. Buyer The Purchaser has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of Buyerthe Purchaser, enforceable in accordance with its terms and conditions. The Purchaser need not give any notice to, make any filing with, or obtain any Permit of any Governmental Body in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of Buyer, enforceable in accordance with its terms and conditionsAgreement.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions. The Buyer 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 which has not been obtained at the time of execution of this Agreement.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority authority) to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated thereby, including the issuance of the shares of Buyer, will have been approved by the board of directors of Buyer as of the Closing Date. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions.

Authorization of Transaction. Buyer has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms terms, except as enforceability may be limited by bankruptcy, similar laws of debtor relief and conditionsgeneral principles of equity.

Authorization of Transaction. Buyer Purchaser has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of BuyerPurchaser, enforceable in accordance with its terms and conditions.

Authorization of Transaction. Buyer Each of the Sellers has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of BuyerSellers, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Buyer has full actual and legal corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of Buyer, enforceable in accordance with its terms and conditions.

Authorization of Transaction. Buyer has The Buyers have full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of Buyerthe Buyers, enforceable in accordance with its terms and conditions. The Buyers 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 Buyer has full power and authority (including full corporate power and authority authority) to execute and deliver this Agreement and all other agreements to be delivered by it pursuant to Section 2.6 above, and to perform its obligations hereunderhereunder and thereunder. This Agreement constitutes and each Related Agreement to which it is a party have been, duly executed and delivered by a duly authorized officer or representative on behalf of the Buyer and constitute the valid and legally binding obligation obligations of the Buyer, enforceable against the Buyer in accordance with its their respective terms and conditions.

Authorization of Transaction. Buyer The Purchaser has full corporate power and authority to execute and deliver this Agreement and to perform its his obligations hereunder. This Agreement constitutes the valid and legally binding obligation of Buyerthe Purchaser, enforceable in accordance with its terms and conditions. The Purchaser 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 Buyer has full power and authority (including full corporate power and authority authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions, except as may be limited by bankruptcy, reorganization, fraudulent conveyance and other laws affecting creditors' rights generally.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditionsterms.

Authorization of Transaction. Buyer The Purchaser has full corporate ---------------------------- power and authority and has taken all action required to enable it to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of Buyerthe Purchaser, enforceable in accordance with its their respective terms and conditionsconditions (subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors' rights and remedies generally).

Authorization of Transaction. Buyer has full corporate power and authority and, except as stated herein, has obtained all corporate approvals and consents to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of Buyer, enforceable in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, reorganization and other similar laws affecting the enforceability of creditors' rights generally, general equitable principles and the discretion of courts in granting equitable remedies.

Authorization of Transaction. Buyer has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of Buyer, enforceable in accordance with its terms and conditions, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authorization of Transaction. The Buyer has full corporate power and authority to execute and deliver this Agreement and each Transaction Document to which it is a party and to perform its obligations hereunderhereunder and thereunder. This Agreement, the Transaction Documents and the transactions contemplated hereby and thereby have been approved and adopted by the Buyer's Board of Directors. Each of this Agreement and the Transaction Documents to which the Buyer is a party constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions, except as limited by the Bankruptcy Exceptions.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions, subject to applicable bankruptcy, moratorium, insolvency and other laws affecting the rights of creditors and general equity principles.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by the Buyer and constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions. The Buyer 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 Buyer has full corporate all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by the Buyer of this Agreement and the consummation by the Buyer of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Buyer. This Agreement has been duly and validly executed and delivered by the Buyer and constitutes the a valid and legally binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms and conditionsterms.

Authorization of Transaction. Buyer has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, by Buyer have been duly and validly authorized by all requisite corporate action. This Agreement constitutes the valid and legally binding obligation of Buyer, Buyer enforceable against it in accordance with its terms and conditions.

Authorization of Transaction. Buyer has the full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement and the performance of this Agreement and the consummation by the Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action. This Agreement has been duly and validly executed and delivered by the Buyer and constitutes the a valid and legally binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms and conditionsterms.

Authorization of Transaction. Buyer has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to perform its their obligations hereunderhereunder and thereunder. This Agreement constitutes and the valid and Ancillary Agreements constitute legally binding obligation obligations of the Buyer, enforceable against the Buyer in accordance with its their respective terms and conditions.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority authority) to execute and deliver this Agreement and to perform its obligations hereunderobligations. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions. The Buyer 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. Each Buyer has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of each Buyer, enforceable in accordance with its terms and conditionsterms. Neither Buyer 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. Buyer has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions. Assuming the truth and accuracy of the Seller's representation and warranty in Section 2.1(d) above, the Buyer does not need 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 Buyer has full power and authority (including full corporate power and authority authority) to execute and deliver this Agreement and the Pledge Agreement and to perform its obligations hereunderhereunder and thereunder. This Agreement constitutes and the Pledge Agreement constitute the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions. The Buyer 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 Buyer has full corporate power and authority to execute and deliver this Agreement and to perform its respective obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions. The Buyer need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Authority in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Buyer has full corporate power ------------------------------- and authority to execute enter into, execute, deliver and deliver perform its obligations under this Agreement and to perform its obligations hereunderconsummate the transactions contemplated hereby and thereby. This The execution and delivery of this Agreement constitutes has been duly authorized by all necessary corporate action on the valid and legally binding obligation part of Buyer, enforceable in accordance with its terms and conditions.

Authorization of Transaction. Buyer has full all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This The execution, delivery and performance of this Agreement has been duly authorized by Buyer and constitutes the a valid and legally binding obligation of Buyer, enforceable in accordance with its terms and conditionsterms.

Authorization of Transaction. Buyer has full corporate power and authority to execute and deliver this Agreement and each other Transaction Document to which it is a party and to perform its obligations hereunderhereunder and thereunder. This Agreement constitutes and, when executed, the other Transaction Documents to be executed by Buyer will constitute, the valid and legally binding obligation obligations of Buyer, enforceable in accordance with its their terms and conditions. The execution, delivery and performance of this Agreement and the other Transaction Documents to which Buyer is a party have been duly authorized by Buyer.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions.. (d)

Authorization of Transaction. The Buyer has full power and --- ------------------------------ authority (including full corporate power and authority authority) to execute and deliver this Agreement Agreement, and the other agreements, documents and instruments contemplated hereby, and to perform its their respective obligations hereunder and hereunder. This Agreement agreement constitutes the valid and legally binding obligation obligations of the Buyer, as the case may be, enforceable in accordance with its their terms and conditions.

Authorization of Transaction. Buyer Purchaser has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of Buyerthe Purchaser, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority authority) to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement and the consummation by the Buyer of the transactions contemplated hereby have been duly authorized by all requisite corporate actions on the part of the Buyer. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions.

Authorization of Transaction. Buyer has full power and authority (including full corporate power and authority authority) to execute and deliver this Agreement and the Subordinated Notes and to perform its obligations hereunderhereunder and thereunder. This Agreement and the Subordinated Note each constitutes the valid and legally binding obligation of Buyer, enforceable in accordance with its terms and conditions.. Buyer need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Authority in order to consummate the transactions contemplated by this Agreement;

Authorization of Transaction. The Buyer has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Buyer has duly authorized the execution, delivery and performance of this Agreement by the Buyer. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions, except for the Enforceability Exceptions.

Authorization of Transaction. Each of the Buyer and the Buyer Sub has full power and authority (including full corporate power and authority authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of Buyereach of the Buyer and the Buyer Sub, enforceable in accordance with its terms and conditions.

Authorization of Transaction. Buyer has full power and authority (including full corporate power and authority authority) to execute and deliver this Agreement and the Other Agreements and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors and shareholders of Buyer has duly authorized the execution, delivery and performance of this Agreement by Buyer. This Agreement constitutes and the Other Agreements constitute the valid and legally binding obligation of Buyer, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions. The Buyer 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. Buyer has full corporate power and authority (including full limited liability company power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of Buyer, enforceable in accordance with its terms and conditions. The execution, delivery and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by Buyer.