Common use of Authorization; Validity and Effect of Agreement Clause in Contracts

Authorization; Validity and Effect of Agreement. BPW has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and each Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, subject only to the BPW Requisite Vote (i) adopting and approving this Agreement and the Ancillary Agreements and approving the transactions contemplated hereby and thereby, (ii) approving amendments to the BPW Charter as required so that the BPW Charter can be amended and restated, effective upon the Closing, in substantially the form set forth on Exhibit F (the “BPW Charter Amendment”) and (iii) approving the Initial Charter Amendment (together, such approvals being the “BPW Voting Proposal”). The execution and delivery of this Agreement and each Ancillary Agreements to which BPW is a party by BPW, and the performance by BPW of its obligations hereunder and thereunder and the consummation by BPW of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of BPW (the “BPW Board”) and all other necessary corporate action on the part of BPW, other than the BPW Voting Proposal, and no other proceedings on the part of BPW are necessary to authorize this Agreement, any Ancillary Agreement to which BPW is a party or the transactions contemplated hereby or thereby. Each of this Agreement and the Ancillary Agreements to which BPW is a party has been duly and validly executed and delivered by BPW and assuming the same are legally binding on the other parties thereto constitutes a legal, valid and binding obligation of BPW, enforceable against BPW in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

Authorization; Validity and Effect of Agreement. BPW (a) Each of the Company and Merger Sub has the requisite corporate power and authority to execute, deliver and perform its respective obligations under this Agreement and each Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, subject only to the BPW Requisite Vote (i) adopting and approving this Agreement and the Ancillary Agreements and approving the transactions contemplated hereby and thereby, (ii) approving amendments to the BPW Charter as required so that the BPW Charter can be amended and restated, effective upon the Closing, in substantially the form set forth on Exhibit F (the “BPW Charter Amendment”) and (iii) approving the Initial Charter Amendment (together, such approvals being the “BPW Voting Proposal”). The execution and delivery of this Agreement and each Ancillary Agreements to which BPW the Company or Merger Sub is a party by BPWthe Company or Merger Sub, as the case may be, and the performance by BPW the Company and Merger Sub of its their respective obligations hereunder and thereunder and the consummation by BPW the Company and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized and approved by the Company Board (acting upon the unanimous recommendation of Directors of BPW (the “BPW Board”Audit Committee) and the Company Stockholders, and all other necessary corporate action on the part of BPW, other than the BPW Voting ProposalCompany and Merger Sub, and no other corporate proceedings on the part of BPW the Company or Merger Sub are necessary to authorize this Agreement, any Ancillary Agreement to which BPW the Company or Merger Sub is a party or the transactions contemplated hereby or thereby. Each of this Agreement and the Ancillary Agreements to which BPW the Company or Merger Sub is a party has been duly and validly executed and delivered by BPW the Company and/or Merger Sub, as applicable, and assuming the same are legally binding on the other parties thereto constitutes a legal, valid and binding obligation of BPWthe Company and/or Merger Sub, as applicable, enforceable against BPW the Company and/or Merger Sub, as applicable, in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). (b) The Audit Committee’s charter provides it with the authority to, among other things, review and approve all material transactions with affiliated entities or other related persons, including the Merger and the other transactions contemplated by this Agreement and the Ancillary Agreements.

Authorization; Validity and Effect of Agreement. BPW (a) The Company has the all requisite corporate power and authority to executeenter into this Agreement and, deliver and perform its obligations under subject to obtaining the Required Company Vote with respect to this Agreement and each Ancillary Agreements to which it is a party and the Merger, to consummate the transactions contemplated hereby and thereby, subject only to the BPW Requisite Vote (i) adopting and approving this Agreement and the Ancillary Agreements and approving the transactions contemplated hereby and thereby, (ii) approving amendments to the BPW Charter as required so that the BPW Charter can be amended and restated, effective upon the Closing, in substantially the form set forth on Exhibit F (the “BPW Charter Amendment”) and (iii) approving the Initial Charter Amendment (together, such approvals being the “BPW Voting Proposal”)hereby. The execution and delivery by the Company of this Agreement and each Ancillary Agreements to which BPW is a party by BPW, and the performance by BPW of its obligations hereunder and thereunder and the consummation by BPW the Company of the transactions contemplated hereby and thereby hereby, except for obtaining the Required Company Vote, have been duly authorized by the Board of Directors of BPW (the “BPW Board”) and all other necessary corporate action on the part of BPWthe Company. Assuming the representations of Parent and Merger Sub contained in Section 4.7 hereof are accurate, other than the BPW Voting Proposal, and no other proceedings on Required Company Vote is the part only vote of BPW are the holders of any of the Company’s capital stock necessary to authorize this Agreement, any Ancillary Agreement to which BPW is a party or in connection with the consummation of the transactions contemplated hereby or therebyby this Agreement. Each of this This Agreement and the Ancillary Agreements to which BPW is a party has been duly and validly executed and delivered by BPW and the Company and, assuming the same are legally binding on the other parties thereto due authorization, execution and delivery by each of Parent and Merger Sub, constitutes a legal, valid and binding obligation agreement of BPW, the Company enforceable against BPW the Company in accordance with its terms, subject to the effects of except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyancetransfer, reorganization, moratorium and other similar laws of general applicability Applicable Law affecting or relating to or affecting creditors’ rights generally and by general equitable principles of equity (whether considered in a proceeding in equity or at lawthe “Bankruptcy and Equity Exception”). (b) At a meeting duly called and held, prior to the execution of this Agreement, at which all directors of the Company were present, the Company Board duly and unanimously adopted resolutions (i) declaring that this Agreement is advisable, (ii) determining that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, taken together, are at a price and on terms that are in the best interests of the Company and the holders of Company Common Stock, (iii) approving this Agreement and the transactions contemplated hereby, including the Offer and the Merger and the Tender and Voting Agreements and the transactions contemplated hereby, including that the Offer and the Merger and the Tender and Voting Agreements and the transactions contemplated thereby are not and will not be subject to the provisions of, or any restrictions under, the provisions of Chapter 110D or Chapter 110F of the Massachusetts Law, and (iv) resolving to recommend that the holders of Company Common Stock accept the Offer, tender their shares of Company Common Stock to Merger Sub pursuant to the Offer and approve this Agreement in accordance with the applicable provisions of the MBCA (such recommendation, the “Company Board Recommendation”).

Authorization; Validity and Effect of Agreement. BPW The Company has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and each Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, subject only to the BPW Requisite Vote (i) adopting and approving this Agreement and the Ancillary Agreements and approving the transactions contemplated hereby and thereby, (ii) approving amendments to the BPW Charter as required so that the BPW Charter can be amended and restated, effective upon the Closing, in substantially the form set forth on Exhibit F (the “BPW Charter Amendment”) and (iii) approving the Initial Charter Amendment (together, such approvals being the “BPW Voting Proposal”)hereby. The execution and delivery of this Agreement and each Ancillary Agreements to which BPW is a party by BPW, the Company and the performance by BPW the Company of its obligations hereunder and thereunder and the consummation by BPW of the transactions contemplated hereby and thereby have been duly authorized by the Company Board of Directors of BPW (the “BPW Board”) and all other necessary corporate action on the part of BPWthe Company, other than the BPW Voting Proposaladoption and approval of this Agreement by the stockholders of the Company, and no other corporate proceedings on the part of BPW the Company are necessary to authorize this Agreement, any Ancillary Agreement to which BPW is a party or and the transactions contemplated hereby or therebyhereby. Each The Company Board has approved for the purposes of Section 251(b) of the DGCL the agreement of merger contained in this Agreement. This Agreement and the Ancillary Agreements to which BPW is a party has been duly and validly executed and delivered by BPW the Company and assuming the same are legally binding on the other parties thereto constitutes a legal, valid and binding obligation of BPWthe Company, enforceable against BPW it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ ' rights generally and generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. The Amended and Restated Stockholders' Agreement, dated as of November 1, 1996 and as amended as of the date of this Agreement (the "1996 Stockholders Agreement"), a true and complete copy of which has been provided to Parent, among the Company, Dominick's Finer Foods, Inc. and the stockholders of the Company named therein (a) does not restrict, prevent, prohibit or otherwise impede any holder of Common Stock from (i) tendering its shares in the Offer or (ii) entering into a Stockholders Agreement or performing its obligations thereunder and (b) will terminate upon the consummation of the Offer. The amendment to the 1996 Stockholders Agreement does not require the consent of any party to such agreement other than the Stockholders. The Yucaipa Warrant, as amended as of the date of this Agreement, a true and complete copy of which has been provided to Parent, permits the transfer of the Yucaipa Warrant to Parent as described in the Stockholders Agreement.

Authorization; Validity and Effect of Agreement. BPW (a) Graphite has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and each Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, subject only to the BPW Requisite Vote (i) adopting and approving this Agreement and the Ancillary Agreements and approving the transactions contemplated hereby and thereby, (ii) approving amendments to the BPW Charter as required so that the BPW Charter can be amended and restated, effective upon the Closing, in substantially the form set forth on Exhibit F (the “BPW Charter Amendment”) and (iii) approving the Initial Charter Amendment (together, such approvals being the “BPW Voting Proposal”)Merger. The execution and delivery of this Agreement and each Ancillary Agreements to which BPW is a party by BPW, Graphite and the performance by BPW Graphite of its obligations hereunder and thereunder and the consummation by BPW of the transactions contemplated hereby and thereby Merger have been duly authorized by the Board its board of Directors of BPW (the “BPW Board”) directors and shareholders and all other necessary corporate company action on the part of BPW, other than the BPW Voting Proposal, Graphite and no other company proceedings on the part of BPW Graphite are necessary to authorize this Agreement, any Ancillary Agreement to which BPW is a party or the transactions contemplated hereby or thereby. Each of this Agreement and the Ancillary Agreements to which BPW is a party Merger. This Agreement has been duly and validly executed and delivered by BPW Graphite and, assuming that it has been duly authorized, executed and assuming the same are legally binding on delivered by the other parties thereto hereto, constitutes a legal, valid and binding obligation of BPWGraphite, enforceable against BPW it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ ' rights generally and generally, general equitable principles (whether considered in a proceeding in equity or at law)) and an implied covenant of good faith and fair dealing. (b) Each Principal Shareholder has the full capacity, power and authority to enter into this Agreement and the other agreements contemplated hereby to which such Principal Shareholder is a party and to consummate the transactions contemplated hereby and thereby and to comply with the terms, conditions and provisions hereof and hereof. This Agreement and the other agreements contemplated hereby to which a Principal Shareholder is a party has been duly authorized, executed and delivered by such Principal Shareholder and are the legal, valid and binding obligations of such Principal Shareholder, enforceable against such Principal Shareholder in accordance with its terms. No notices to, declaration, filing or registration with, approvals or consents of, or assignments by, any Persons (including Governmental Authorities) are necessary to be made or obtained by Graphite or the Principal Shareholders in connection with the execution, delivery or performance by Graphite or any of the Principal Shareholders of this Agreement.

Authorization; Validity and Effect of Agreement. BPW (a) The Company has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and each Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, subject only to the BPW Requisite Vote (i) adopting and approving this Agreement and the Ancillary Agreements and approving the transactions contemplated hereby and thereby, (ii) approving amendments to the BPW Charter as required so that the BPW Charter can be amended and restated, effective upon the Closing, in substantially the form set forth on Exhibit F (the “BPW Charter Amendment”) and (iii) approving the Initial Charter Amendment (together, such approvals being the “BPW Voting Proposal”)Merger. The execution and delivery of this Agreement and each Ancillary Agreements to which BPW is a party by BPW, the Company and the performance by BPW the Company of its obligations hereunder and thereunder and the consummation by BPW of the transactions contemplated hereby and thereby Merger have been duly authorized by its board of directors and, subject to the Board of Directors of BPW (approval by the “BPW Board”) and Company Shareholders, all other necessary corporate company action on the part of BPW, other than the BPW Voting Proposal, Company and no other Company proceedings on the part of BPW the Company are necessary to authorize this Agreement, any Ancillary Agreement to which BPW is a party or the transactions contemplated hereby or thereby. Each of this Agreement and the Ancillary Agreements to which BPW is a party Merger. This Agreement has been duly and validly executed and delivered by BPW the Company and, assuming that it has been duly authorized, executed and assuming the same are legally binding on delivered by the other parties thereto hereto, constitutes a legal, valid and binding obligation of BPWthe Company, enforceable against BPW it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights generally and generally, general equitable principles (whether considered in a proceeding in equity or at law)) and an implied covenant of good faith and fair dealing. (b) The Principal Shareholder has the full capacity, power and authority to enter into this Agreement and the other agreements contemplated hereby to which the Principal Shareholder is a party and to consummate the transactions contemplated hereby and thereby and to comply with the terms, conditions and provisions hereof and hereof. This Agreement and the other agreements contemplated hereby to which the Principal Shareholder is a party have been, or will be, duly authorized, executed and delivered by the Principal Shareholder and are the legal, valid and binding obligations of the Principal Shareholder, enforceable against the Principal Shareholder in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. Except for the approval of this Agreement and the Merger by the Company's Shareholders, no notices to, declaration, filing or registration with, approvals or consents of, or assignments by, any Persons (including Governmental Authorities) are necessary to be made or obtained by the Company or the Principal Shareholder in connection with the execution, delivery or performance by the Company or the Principal Shareholder of this Agreement.

Authorization; Validity and Effect of Agreement. BPW (a) Pukka has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and each Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, subject only to the BPW Requisite Vote (i) adopting and approving this Agreement and the Ancillary Agreements and approving the transactions contemplated hereby and thereby, (ii) approving amendments to the BPW Charter as required so that the BPW Charter can be amended and restated, effective upon the Closing, in substantially the form set forth on Exhibit F (the “BPW Charter Amendment”) and (iii) approving the Initial Charter Amendment (together, such approvals being the “BPW Voting Proposal”)Share Exchange. The execution and delivery of this Agreement and each Ancillary Agreements to which BPW is a party by BPW, Pukka and the performance by BPW Pukka of its obligations hereunder and thereunder and the consummation by BPW of the transactions contemplated hereby and thereby Share Exchange have been duly authorized by the Board its board of Directors of BPW (the “BPW Board”) directors and its shareholders and all other necessary corporate company action on the part of BPW, other than the BPW Voting Proposal, Pukka has been taken and no other company proceedings on the part of BPW Pukka are necessary to authorize this Agreement, any Ancillary Agreement to which BPW is a party or the transactions contemplated hereby or thereby. Each of this Agreement and the Ancillary Agreements to which BPW is a party Share Exchange. This Agreement has been duly and validly executed and delivered by BPW Pukka and, assuming that it has been duly authorized, executed and assuming the same are legally binding on delivered by the other parties thereto hereto, constitutes a legal, valid and binding obligation of BPWPukka, enforceable against BPW it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights generally and generally, general equitable principles (whether considered in a proceeding in equity or at law)) and an implied covenant of good faith and fair dealing. (b) Each Principal Shareholder has the full capacity, power and authority to enter into this Agreement and the other agreements contemplated hereby to which such Principal Shareholder is a party and to consummate the transactions contemplated hereby and thereby and to comply with the terms, conditions and provisions hereof and thereof. This Agreement and the other agreements contemplated hereby to which a Principal Shareholder is a party has been duly authorized, executed and delivered by such Principal Shareholder and are the legal, valid and binding obligations of such Principal Shareholder, enforceable against such Principal Shareholder in accordance with its terms. No notices to, declaration, filing or registration with, approvals or consents of, or assignments by, any Persons (including Governmental Authorities) are necessary to be made or obtained by Pukka or the Principal Shareholders in connection with the execution, delivery or performance by Pukka or any of the Principal Shareholders of this Agreement. 3.3

Authorization; Validity and Effect of Agreement. BPW Getty has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement, every other document or agreement to be executed by Getty under this Agreement and (each Ancillary Agreements to which it is a party "Getty Transaction Document") and to consummate the transactions contemplated hereby and thereby, subject only to the BPW Requisite Vote (i) adopting and approving this Agreement and the Ancillary Agreements and approving the transactions contemplated hereby and thereby, (ii) approving amendments to the BPW Charter as required so that the BPW Charter can be amended and restated, effective upon the Closing, in substantially the form set forth on Exhibit F (the “BPW Charter Amendment”) and (iii) approving the Initial Charter Amendment (together, such approvals being the “BPW Voting Proposal”). The execution and delivery of this Agreement and each Ancillary Agreements to which BPW is a party by BPW, Getty and the performance by BPW Getty of its obligations hereunder hereunder, the execution and delivery of each of the Getty Transaction Documents by Getty and the performance of its obligations thereunder and the consummation by BPW of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of BPW (the “BPW Board”) Getty and all other necessary corporate action on the part of BPWGetty, other than the BPW Voting Proposaladoption and approval of this Agreement by the stockholders of Getty, and no other corporate proceedings on the part of BPW Getty are necessary to authorize this Agreement, any Ancillary Agreement to which BPW is a party or the Getty Transaction Documents and the transactions contemplated hereby or and thereby. Each The Board of Directors of Getty, pursuant to the recommendation of the Special Committee, has approved for the purposes of Section 251(b) of the DGCL the agreement of merger contained in this Agreement and the Ancillary Agreements to which BPW is a party Getty Merger. This Agreement has been duly and validly executed and delivered by BPW Getty and assuming the same are legally binding on the other parties thereto constitutes a legal, valid and binding obligation of BPWGetty, enforceable against BPW it in accordance with its terms, subject except to the effects of extent that such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyancereorganization, moratorium or other laws affecting the enforcement of creditors' rights generally or by general principles of equity. Each Getty Transaction Document has been or, as of the Effective Time, will have been, duly and validly authorized, executed and delivered by Getty, and constitutes or will constitute as of such time a legally valid and binding obligation of Getty, enforceable against it in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws affecting the enforcement of general applicability relating to or affecting creditors’ ' rights generally and or by general equitable principles (whether considered in a proceeding in equity or at law)of equity.

Authorization; Validity and Effect of Agreement. BPW (a) The Company has the all requisite corporate power and authority to execute, execute and deliver and perform its obligations under this Agreement and each Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, subject perform its obligations hereunder. Subject only to the BPW Requisite Vote approval of this Agreement by the holders of Company Common Stock as described in clause (ib) adopting below, the execution, delivery and approving performance of this Agreement and the Ancillary Agreements and approving the transactions contemplated hereby and thereby, (ii) approving amendments to the BPW Charter as required so that the BPW Charter can be amended and restated, effective upon the Closing, in substantially the form set forth on Exhibit F (the “BPW Charter Amendment”) and (iii) approving the Initial Charter Amendment (together, such approvals being the “BPW Voting Proposal”). The execution and delivery of this Agreement and each Ancillary Agreements to which BPW is a party by BPW, and the performance by BPW of its obligations hereunder and thereunder and the consummation by BPW of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of BPW (the “BPW Board”) and all other necessary corporate action on behalf of the part Company. In connection with the foregoing, the Company Board has unanimously (i) determined that this Agreement, the Merger and the other transactions contemplated hereby are advisable and in the best interests of BPWthe Company and its shareholders, other than (ii) adopted this Agreement in accordance with the BPW Voting Proposalprovisions of the GBCC, (iii) directed that this Agreement be submitted to the shareholders of the Company for their approval and no other proceedings on (iv) resolved to recommend that the part shareholders of BPW the Company vote in favor of the approval of this Agreement. The Company Board has taken such actions and votes as are necessary to authorize render all applicable takeover statutes inapplicable to this Agreement. This Agreement, any Ancillary Agreement to which BPW is a party or the transactions contemplated hereby or thereby. Each of this Agreement assuming due and the Ancillary Agreements to which BPW is a party has been duly valid authorization, execution and validly executed delivery hereof by Parent and delivered by BPW and assuming the same are legally binding on the other parties thereto MergerCo, constitutes a legal, valid and legally binding obligation of BPWthe Company, enforceable against BPW the Company in accordance with its terms, subject only to the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar laws of general applicability relating to or affecting creditors’ ' rights generally and general equitable principles of equity. (whether considered b) The affirmative vote of the holders of at least a majority of the outstanding shares of Company Common Stock is the only vote of holders of any shares of the capital stock of the Company necessary to approve this Agreement and the transactions contemplated hereby at a meeting of the Company's shareholders held for that purpose. Approval of this Agreement and the transactions contemplated hereby by the shareholders of the Company without a meeting thereof requires action by the written consent of such shareholders having the requisite number of votes necessary to approve such action at a meeting of shareholders as described in a proceeding in equity or at law)the preceding sentence.

Authorization; Validity and Effect of Agreement. BPW With respect to each Buyer Party, (a) such Buyer Party has the requisite corporate all necessary power and authority to execute, deliver and perform its obligations under this Agreement and each of the Buyer Ancillary Agreements to which it is a party party, and to consummate the transactions contemplated hereby and therebyContemplated Transactions, subject only to the BPW Requisite Vote (ib) adopting and approving this Agreement has been duly authorized by the governing board of such Buyer Party, duly executed and delivered by such Buyer Party, and is (assuming the Ancillary Agreements and approving the transactions contemplated hereby and therebyvalid authorization, (ii) approving amendments to the BPW Charter as required so that the BPW Charter can be amended and restated, effective upon the Closing, in substantially the form set forth on Exhibit F (the “BPW Charter Amendment”) and (iii) approving the Initial Charter Amendment (together, such approvals being the “BPW Voting Proposal”). The execution and delivery of this Agreement by Sellers) the legal, valid and binding obligation of such Buyer Party enforceable in accordance with its terms, and each of the Buyer Ancillary Agreements to which BPW is a party by BPW, and the performance by BPW of its obligations hereunder and thereunder and the consummation by BPW of the transactions contemplated hereby and thereby have has been duly authorized by the Board governing board of Directors of BPW (the “BPW Board”) such Buyer Party and, upon execution and all other necessary corporate action on the part of BPWdelivery thereof by such Buyer Party, other than the BPW Voting Proposal, and no other proceedings on the part of BPW are necessary to authorize this Agreement, any Ancillary Agreement to which BPW is a party or the transactions contemplated hereby or thereby. Each of this Agreement and the Ancillary Agreements to which BPW is a party has been will be duly and validly executed and delivered by BPW such Buyer Party, and will be (assuming the same are legally binding on valid authorization, execution and delivery by each Seller, where such Seller is a party, or the other party or parties thereto constitutes thereto) a legal, valid and binding obligation of BPWsuch Buyer Party, enforceable against BPW in accordance with its terms, in each case subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws Laws of general applicability application relating to or affecting creditors’ rights generally and to general equitable principles equity principles, and (whether considered in c) no other action on the part of such Buyer Party, its members, shareholders, managers or directors (each, as applicable) is necessary to authorize the execution and delivery by such Buyer Party of this Agreement and the Buyer Ancillary Agreements to which such Buyer Party is a proceeding in equity party, the performance of such Buyer Party’s obligations hereunder or at law)thereunder or the consummation by such Buyer Party of the Contemplated Transactions.

Authorization; Validity and Effect of Agreement. BPW (a) The Holding Company has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and each Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, subject only to the BPW Requisite Vote (i) adopting and approving this Agreement and the Ancillary Agreements and approving the transactions contemplated hereby and thereby, (ii) approving amendments to the BPW Charter as required so that the BPW Charter can be amended and restated, effective upon the Closing, in substantially the form set forth on Exhibit F (the “BPW Charter Amendment”) and (iii) approving the Initial Charter Amendment (together, such approvals being the “BPW Voting Proposal”)Transaction. The execution and delivery of this Agreement and each Ancillary Agreements to which BPW is a party by BPW, the Holding Company and the performance by BPW the Holding Company of its obligations hereunder and thereunder and the consummation by BPW of the transactions contemplated hereby and thereby Transaction have been duly authorized by the Board its board of Directors of BPW (the “BPW Board”) directors and shareholders and all other necessary corporate company action on the part of BPW, other than the BPW Voting Proposal, Holding Company and no other company proceedings on the part of BPW the Holding Company are necessary to authorize this Agreement, any Ancillary Agreement to which BPW is a party or the transactions contemplated hereby or thereby. Each of this Agreement and the Ancillary Agreements to which BPW is a party Transaction. This Agreement has been duly and validly executed and delivered by BPW the Holding Company and, assuming that it has been duly authorized, executed and assuming the same are legally binding on delivered by the other parties thereto hereto, constitutes a legal, valid and binding obligation of BPWthe Holding Company, enforceable against BPW it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights generally and generally, general equitable principles (whether considered in a proceeding in equity or at law)) and an implied covenant of good faith and fair dealing. (b) The Company has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the Transaction. The execution and delivery of this Agreement by the Company and the performance by the Company of its obligations hereunder and the consummation of the Transaction have been duly authorized by its board of directors and shareholders and all other necessary company action on the part of the Company and no other company proceedings on the part of the Company are necessary to authorize this Agreement and the Transaction. This Agreement has been duly and validly executed and delivered by the Company and, assuming that it has been duly authorized, executed and delivered by the other parties hereto, constitutes a legal, valid and binding obligation of the Holding Company, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (c) Each Shareholder has the full capacity, power and authority to enter into this Agreement and the other agreements contemplated hereby to which such Shareholder is a party and to consummate the transactions contemplated hereby and thereby and to comply with the terms, conditions and provisions hereof and thereof. This Agreement and the other agreements contemplated hereby to which each Shareholder is a party have been duly authorized, executed and delivered by such Shareholder and are the legal, valid and binding obligations of such Shareholder, enforceable against such Shareholder in accordance with their terms. No notices to, declaration, filing or registration with, approvals or consents of, or assignments by, any Persons (including Governmental Authorities) are necessary to be made or obtained by the Holding Company, the Company or any Shareholder in connection with the execution, delivery or performance by the Holding Company, the Company or any of the Shareholders of this Agreement.

Authorization; Validity and Effect of Agreement. BPW (a) The Company has the requisite all necessary corporate power power, capacity and authority to execute, deliver and perform its obligations under this Agreement and each of the Seller Ancillary Agreements to which it is a party party, and to consummate the transactions contemplated hereby and thereby, subject only to the BPW Requisite Vote (i) adopting and approving this Agreement and the Ancillary Agreements and approving the transactions contemplated hereby and thereby, (ii) approving amendments to the BPW Charter as required so that the BPW Charter can be amended and restated, effective upon the Closing, in substantially the form set forth on Exhibit F (the “BPW Charter Amendment”) and (iii) approving the Initial Charter Amendment (together, such approvals being the “BPW Voting Proposal”). The execution execution, delivery and delivery performance by the Company of its obligations under this Agreement and each of the Seller Ancillary Agreements to which BPW is a party by BPW, and the performance by BPW of its obligations hereunder and thereunder and the consummation by BPW of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of BPW (the “BPW Board”) and all other necessary corporate action on the part of BPW, other than the BPW Voting Proposal, and no other proceedings on the part of BPW are necessary to authorize this Agreement, any Ancillary Agreement to which BPW is a party or the transactions contemplated hereby or thereby. Each of this Agreement and the Ancillary Agreements to which BPW it is a party has been duly and validly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by BPW the Company and constitutes, and each of the Seller Ancillary Agreements to which the Company is a party when executed and delivered will constitute, (assuming the same are legally binding on valid authorization, execution and delivery of this Agreement by Buyer) the other parties thereto constitutes a legal, valid and binding obligation of BPWthe Company, enforceable against BPW in accordance with its terms, in each case subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws Laws of general applicability application relating to or affecting creditors’ rights generally and to general equitable principles equity principles. (whether considered b) Seller has all necessary power, capacity and authority to execute, deliver and perform its obligations under this Agreement and each of the Seller Ancillary Agreements to which it is a party, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller of its obligations under this Agreement and each of the Seller Ancillary Agreements to which it is a party has been duly and validly authorized by all necessary limited liability company action. This Agreement has been duly executed and delivered by Seller and constitutes, and each of the Seller Ancillary Agreements to which Seller is a party when executed and delivered will constitute, (assuming the valid authorization, execution and delivery of this Agreement by Buyer) the legal, valid and binding obligation of Seller, enforceable in a proceeding accordance with its terms, in each case subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws of general application relating to or affecting creditors’ rights and to general equity or at law)principles.