Common use of Authorization; Validity Clause in Contracts

Authorization; Validity. Purchaser has all requisite power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery by Purchaser of this Agreement and the Ancillary Agreements to be executed by Purchaser pursuant hereto and the consummation by Purchaser of the transactions contemplated hereby and thereby have been duly authorized by the board of directors of Purchaser. No further act or proceeding on the part of Purchaser is necessary to authorize this Agreement or the Ancillary Agreements to be executed and delivered by Purchaser pursuant hereto or the consummation of the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which Purchaser is a party have been duly executed and delivered by Purchaser and constitute the valid and legally binding obligations of Purchaser, enforceable against it in accordance with their respective terms except that enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws relating to or affecting creditors’ rights generally and enforcement of this Agreement, including among other things the remedy of specific performance and injunctive or other forms of equitable relief, may be subject to equitable defenses and to the discretion of the court before which any action, hearing or similar proceeding therefor may be brought. The execution and delivery of this Agreement and the related Ancillary Agreements and the consummation of the transactions contemplated hereby will not violate or conflict with any Law, order, writ, injunction, judgment, arbitration award or decree to which Purchaser is bound except for violations, defaults or conflicts which would not have a Material Adverse Effect.

Authorization; Validity. Purchaser The Company has all requisite the full legal right, ----------------------- corporate power and authority to enter into this Agreement including, without limitation, all Annexes attached hereto (the "Annexes") and the Ancillary Agreements to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery by Purchaser of this Agreement and the Ancillary Agreements to be executed by Purchaser pursuant hereto and the consummation by Purchaser of the transactions contemplated hereby and thereby have been duly authorized by the board of directors of Purchaser. No further act or proceeding on the part of Purchaser is necessary to authorize this Agreement or the Ancillary Agreements to be executed and delivered by Purchaser pursuant hereto or the consummation of the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which Purchaser is a party have been duly executed and delivered by Purchaser and constitute the valid and legally binding obligations of Purchaser, enforceable against it in accordance with their respective terms except that enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws relating to or affecting creditors’ rights generally and enforcement of this Agreement, including among other things the remedy of specific performance and injunctive or other forms of equitable relief, may be subject to equitable defenses and to the discretion of the court before which any action, hearing or similar proceeding therefor may be brought. The execution and delivery of this Agreement and the related Ancillary Agreements Annexes by the Company and the consummation performance by the Company of the transactions contemplated herein and therein have been duly and validly authorized by all necessary corporate action on the part of the Company, including approval by its Board of Directors and the Stockholders. The Stockholders have full power and authority to execute and deliver this Agreement and the Annexes, to perform their obligations under this Agreement and the Annexes, and to consummate the transactions contemplated by this Agreement and the Annexes. The Stockholders have full power and authority to vote the outstanding shares of the Company's Common Stock (as defined in Section 3.3) to approve this Agreement and the Annexes, and have voted all of such shares to approve this Agreement, and the Annexes and the transactions contemplated hereby and thereby in compliance with all applicable laws and the Charter Documents. This Agreement is a legal, valid and binding obligation of the Company and the Stockholders, enforceable against the Company and the Stockholders in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency, or other similar laws affecting the enforcement of creditors generally and except that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought. Each of the Annexes, when executed and delivered by the Company and the Stockholders, when applicable, will not violate be a legal, valid and binding obligation of the Company or conflict the Stockholders, as the case may be, enforceable against the Company or the Stockholders, as the case may be, in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, or other similar laws affecting the enforcement of creditors generally and except that the availability of equitable remedies is subject to the discretion of the court before which any Law, order, writ, injunction, judgment, arbitration award or decree to which Purchaser is bound except for violations, defaults or conflicts which would not have a Material Adverse Effectproceeding therefor may be brought.

Authorization; Validity. Each of Purchaser and Purchaser Parent has all requisite power and authority to enter into this Agreement and Agreement, the Ancillary Agreements Documents to which it is a named party and the related agreements, documents and instruments referred to herein or contemplated hereby and to carry out its obligations hereunder and thereunder. The execution and delivery by each of Purchaser and Purchaser Parent of this Agreement Agreement, the Ancillary Documents to which it is a named party and the Ancillary Agreements related agreements, documents and instruments referred to be executed by Purchaser pursuant hereto herein or contemplated hereby and the consummation by Purchaser and Purchaser Parent of the transactions contemplated hereby and thereby have been duly authorized by the board Board of directors Directors of PurchaserPurchaser and Purchaser Parent and, if necessary, the shareholders of Purchaser and Purchaser Parent. No further act or proceeding on the part of each of Purchaser or Purchaser Parent is necessary to authorize this Agreement or Agreement, the Ancillary Agreements Documents to which it is a named party or any related documents or instruments to be executed and delivered by Purchaser or Purchaser Parent pursuant hereto or thereto or the consummation of the transactions contemplated hereby and or thereby. This Agreement constitutes, and when executed and delivered the Ancillary Agreements Documents to which Purchaser or Purchaser Parent is a named party have been duly and the related agreements, documents and instruments to be executed and delivered by Purchaser and Purchaser Parent pursuant hereto will constitute the valid and legally binding obligations of PurchaserPurchaser and Purchaser Parent, as the case may be, enforceable against it such party in accordance with their respective terms terms, except that enforcement as may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer reorganization or similar laws relating to or other Laws affecting creditors’ rights generally generally, and enforcement of this Agreement, including among other things the remedy of specific performance and injunctive or other forms of by general equitable relief, may be subject to equitable defenses and to the discretion of the court before which any action, hearing or similar proceeding therefor may be brought. The execution and delivery of this Agreement and the related Ancillary Agreements and the consummation of the transactions contemplated hereby will not violate or conflict with any Law, order, writ, injunction, judgment, arbitration award or decree to which Purchaser is bound except for violations, defaults or conflicts which would not have a Material Adverse Effectprinciples.

Authorization; Validity. (a) The execution, delivery and performance by Purchaser has all requisite power and authority to enter into this Agreement and of the Ancillary Agreements Transaction Documents to which it is, or is specified to be, a party and to carry out its obligations hereunder and thereunder. The execution and delivery by Purchaser of this Agreement and the Ancillary Agreements to be executed by Purchaser pursuant hereto party, and the consummation by Purchaser of the transactions contemplated hereby and thereby Transactions, have been duly authorized by the board Board of directors Directors of Purchaser. No further act or proceeding , and no other corporate action on the part of Purchaser is necessary to authorize this Agreement or the Ancillary Agreements to be executed execution and delivered delivery by Purchaser pursuant hereto of the Transaction Documents or the consummation of the transactions contemplated hereby Transactions. No vote of, or Consent by, the holders of any class or series of capital stock or indebtedness issued by Purchaser is necessary to authorize the execution and thereby. delivery by Purchaser of the Transaction Documents to which it is, or is specified to be, a party, or the consummation of the Transactions. (b) This Agreement and the Ancillary Agreements to which Purchaser is a party have has been duly executed and delivered by Purchaser and, assuming due execution and constitute delivery by Seller, constitutes the valid legal, valid, and legally binding obligations obligation of Purchaser, enforceable against it Purchaser in accordance with their respective terms its terms, except that as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer reorganization or similar laws relating to or affecting creditors’ rights generally and enforcement of this Agreement, including among other things by equitable principles. Upon the remedy of specific performance and injunctive or other forms of equitable relief, may be subject to equitable defenses and to the discretion of the court before which any action, hearing or similar proceeding therefor may be brought. The execution and delivery by Purchaser of this Agreement and the related Ancillary Agreements and the consummation of the transactions contemplated hereby will not violate or conflict with any Law, order, writ, injunction, judgment, arbitration award or decree each other Transaction Document to which it is, or is specified to be, a party, and assuming due execution and delivery by each other party thereto, such Transaction Documents will constitute the legal, valid, and binding obligations of Purchaser, enforceable against Purchaser is bound in accordance with their respective terms, except for violationsas enforcement thereof may be limited by bankruptcy, defaults insolvency, reorganization or conflicts which would not have a Material Adverse Effectsimilar laws relating to creditors’ rights generally and by equitable principles.

Authorization; Validity. Purchaser Each of BT and BT Holdings has all requisite corporate authority and power to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Each of BT, BT Holdings and their Affiliates will have at the Closing all requisite corporate, partnership, limited liability company or other similar authority and power to enter into this Agreement execute and deliver the Ancillary other Unwind Agreements to be executed by it on or prior to the Closing, to perform its obligations under such other Unwind Agreements to which it is a party and to carry out its obligations hereunder and thereunderconsummate the transactions contemplated thereby. The execution execution, delivery and delivery performance by Purchaser each of BT and BT Holdings of this Agreement Agreement, and the Ancillary consummation by each of BT and BT Holdings of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of BT and BT Holdings, and the execution, delivery and performance by each of BT, BT Holdings and their Affiliates of the other Unwind Agreements to be executed by Purchaser pursuant hereto and the consummation by Purchaser of the transactions contemplated hereby and thereby have been duly authorized by the board of directors of Purchaser. No further act it on or proceeding on the part of Purchaser is necessary to authorize this Agreement or the Ancillary Agreements to be executed and delivered by Purchaser pursuant hereto or the consummation of the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which Purchaser is a party have been duly executed and delivered by Purchaser and constitute the valid and legally binding obligations of Purchaser, enforceable against it in accordance with their respective terms except that enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws relating to or affecting creditors’ rights generally and enforcement of this Agreement, including among other things the remedy of specific performance and injunctive or other forms of equitable relief, may be subject to equitable defenses and prior to the discretion of the court before which any actionClosing, hearing or similar proceeding therefor may be brought. The execution and delivery of this Agreement and the related Ancillary Agreements and the consummation of the transactions contemplated hereby thereby, will, prior to such execution and delivery, be duly authorized by all necessary corporate, partnership, limited liability company or other similar action on the part of BT, BT Holdings or such Affiliates and no other corporate, partnership, limited liability company or other similar proceedings or actions on the part of any of BT, BT Holdings or such Affiliates, or their respective boards of directors or other governing bodies or stockholders, partners or members will not violate be necessary therefor. This Agreement has been, and the other Unwind Agreements to be executed by BT, BT Holdings and their Affiliates on or conflict prior to the Closing will, when executed and delivered, be, duly executed and delivered by BT, BT Holdings and their Affiliates, as applicable. Assuming the due execution and delivery hereof and thereof by the other parties thereto, this Agreement constitutes, and the other Unwind Agreements to be executed by BT, BT Holdings or their Affiliates on or prior to the Closing will, when duly executed and delivered, constitute, legal, valid and binding obligations of BT, BT Holdings and such Affiliates that are parties thereto, enforceable against it or them in accordance with any Law, order, writ, injunction, judgment, arbitration award or decree to which Purchaser is bound except for violations, defaults or conflicts which would not have a Material Adverse Effecttheir respective terms.

Authorization; Validity. Purchaser Each of AT&T and VLT has all requisite corporate power and corporate authority to execute and deliver this Agreement and the IPR Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each of AT&T, VLT and their Affiliates will have at the Closing all requisite corporate, partnership or limited liability company power and authority to enter into this Agreement execute and deliver the Transaction Agreements and the Ancillary Local Purchase Agreements to be executed by it on or prior to the Closing, to perform its obligations under such other Transaction Agreements and the Local Purchase Agreements to which it is a party and to carry out its obligations hereunder and thereunderconsummate the transactions contemplated thereby. The execution execution, delivery and delivery performance by Purchaser each of AT&T and VLT of this Agreement and the Ancillary Agreements to be executed by Purchaser pursuant hereto IPR Agreement, and the consummation by Purchaser each of the transactions contemplated hereby AT&T and thereby have been duly authorized by the board of directors of Purchaser. No further act or proceeding on the part of Purchaser is necessary to authorize this Agreement or the Ancillary Agreements to be executed and delivered by Purchaser pursuant hereto or the consummation VLT of the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which Purchaser is a party , have been duly authorized by all necessary corporate action on the part of AT&T and VLT, and the execution, delivery and performance of each of AT&T, VLT and their Affiliates of the Transaction Agreements and the Local Purchase Agreements to be executed and delivered by Purchaser and constitute the valid and legally binding obligations of Purchaser, enforceable against it in accordance with their respective terms except that enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer on or similar laws relating to or affecting creditors’ rights generally and enforcement of this Agreement, including among other things the remedy of specific performance and injunctive or other forms of equitable relief, may be subject to equitable defenses and prior to the discretion of the court before which any actionClosing, hearing or similar proceeding therefor may be brought. The execution and delivery of this Agreement and the related Ancillary Agreements and the consummation of the transactions contemplated hereby will not violate thereby, will, prior to such execution and delivery, be duly authorized by all necessary corporate, partnership or conflict limited liability company action on the part of AT&T, VLT or such Affiliates, and no other corporate, partnership or limited liability company proceedings or actions on the part of any of AT&T, VLT or such Affiliates, or their respective boards of directors or other governing bodies or stockholders, partners or members are necessary therefor. This Agreement and the IPR Agreement have been, and the Transaction Agreements and the Local Purchase Agreements to be executed by AT&T, VLT and their Affiliates on or prior to the Closing will, when executed and delivered, be, duly executed and delivered by AT&T, VLT and their Affiliates, as applicable. Assuming the due execution and delivery hereof and thereof by the other parties thereto, this Agreement and the IPR Agreement constitute, and the other Transaction Agreements and the Local Purchase Agreements to be executed by AT&T, VLT or their Affiliates on or prior to the Closing will, when duly executed and delivered, constitute, legal, valid and binding obligations of AT&T, VLT and such Affiliates that are parties thereto, enforceable against it or them in accordance with any Law, order, writ, injunction, judgment, arbitration award or decree to which Purchaser is bound except for violations, defaults or conflicts which would not have a Material Adverse Effecttheir respective terms.

Authorization; Validity. Purchaser Borrower has all requisite full right, power and authority to enter into this Agreement, to make the borrowings and execute and deliver the Loan Documents as provided herein and to perform all of its duties and obligations under this Agreement and the Ancillary Agreements Loan Documents and no other action or consent on the part of Borrower, its board of directors, stockholders, or any other Person is necessary or required by Borrower to which it is a party execute this Agreement and to carry out the Loan Documents, consummate the transactions contemplated herein and therein, and perform all of its obligations hereunder and thereunder. The execution and delivery by Purchaser of this Agreement and the Ancillary Agreements to be executed by Purchaser pursuant hereto and Loan Documents will not, nor will the consummation by Purchaser observance or performance of any of the transactions contemplated hereby matters and thereby have things herein or therein set forth, violate or contravene any provision of law or of Borrower’s Articles of Incorporation, Bylaws, or other governing documents. All necessary and appropriate corporate action has been duly authorized by the board of directors of Purchaser. No further act or proceeding taken on the part of Purchaser is necessary Borrower to authorize the execution and delivery of this Agreement or and the Ancillary Agreements to be executed Loan Documents and delivered by Purchaser pursuant hereto or the consummation issuance of the transactions contemplated hereby Revolving Note and therebythe Warrants. This Agreement and the Ancillary Agreements to which Purchaser is a party have been duly executed and delivered by Purchaser and constitute the Loan Documents are valid and legally binding obligations agreements and contracts of PurchaserBorrower, enforceable against it Borrower in accordance with their respective terms terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or moratorium and other laws enacted for the relief of debtors generally and other similar laws relating to or affecting the enforcement of creditors’ rights generally and enforcement of this Agreement, including among other things or by equitable principles which may affect the remedy availability of specific performance and injunctive other equitable remedies. Borrower does not know of any reason why Borrower cannot perform any of its obligations under this Agreement, the Loan Documents or other forms of equitable relief, may be subject to equitable defenses and to the discretion of the court before which any action, hearing or similar proceeding therefor may be brought. The execution and delivery of this Agreement and the related Ancillary Agreements and the consummation of the transactions contemplated hereby will not violate or conflict with any Law, order, writ, injunction, judgment, arbitration award or decree to which Purchaser is bound except for violations, defaults or conflicts which would not have a Material Adverse Effectagreements.

Authorization; Validity. Purchaser The Company has all requisite the full legal right, corporate power and authority to enter into this Agreement including, without limitation, all Annexes attached hereto (the "Annexes") and the Ancillary Agreements to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery by Purchaser of this Agreement and the Ancillary Agreements to be executed by Purchaser pursuant hereto and the consummation by Purchaser of the transactions contemplated hereby and thereby have been duly authorized by the board of directors of Purchaser. No further act or proceeding on the part of Purchaser is necessary to authorize this Agreement or the Ancillary Agreements to be executed and delivered by Purchaser pursuant hereto or the consummation of the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which Purchaser is a party have been duly executed and delivered by Purchaser and constitute the valid and legally binding obligations of Purchaser, enforceable against it in accordance with their respective terms except that enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws relating to or affecting creditors’ rights generally and enforcement of this Agreement, including among other things the remedy of specific performance and injunctive or other forms of equitable relief, may be subject to equitable defenses and to the discretion of the court before which any action, hearing or similar proceeding therefor may be brought. The execution and delivery of this Agreement and the related Ancillary Agreements Annexes by the Company and the consummation performance by the Company of the transactions contemplated herein and therein will be duly and validly authorized by all necessary corporate action on the part of the Company, including approval by its Board of Directors and the Managing Stockholders. The Managing Stockholders have full power and authority to execute and deliver this Agreement and the Annexes, to perform their obligations under this Agreement and the Annexes, and to consummate the transactions contemplated by this Agreement and the Annexes. The Managing Stockholders have full power and authority to vote their portion of the outstanding shares of the Company Common Stock to approve this Agreement and the Annexes, and will vote all of such shares to approve this Agreement, the Annexes and the transactions contemplated hereby and thereby in compliance with all applicable laws and the Charter Documents. This Agreement is a legal, valid and binding obligation of the Company and the Managing Stockholders, enforceable against the Company and the Managing Stockholders in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, or other similar laws affecting the enforcement of creditors generally and except that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought. Each of the Annexes, when executed and delivered by the Company and the Managing Stockholders, when applicable, will not violate be a legal, valid and binding obligation of the Company and/or the Managing Stockholders, as the case may be, enforceable against the Company or conflict the Managing Stockholders, as the case may be, in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency, or other similar laws affecting the enforcement of creditors generally and except that the availability of equitable remedies is subject to the discretion of the court before which any Law, order, writ, injunction, judgment, arbitration award or decree to which Purchaser is bound except for violations, defaults or conflicts which would not have a Material Adverse Effectproceeding therefor may be brought.

Authorization; Validity. Purchaser Each of Buyer and Acquisition Corp. has all requisite corporate power and authority to enter into this Agreement, the Escrow Agreement and the Ancillary Agreements Registration Rights Agreement to which it is a party, perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. All necessary corporate action has been taken by each of Buyer and Acquisition Corp. with respect to the execution, delivery and performance by each of Buyer and Acquisition Corp. of this Agreement, the Escrow Agreement and the Registration Rights Agreement to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery by Purchaser of this Agreement and the Ancillary Agreements to be executed by Purchaser pursuant hereto and the consummation by Purchaser of the transactions contemplated hereby and thereby have been duly authorized by the board of directors of Purchaser. No further act or proceeding on the part of Purchaser is necessary to authorize this Agreement or the Ancillary Agreements to be executed and delivered by Purchaser pursuant hereto or the consummation of the transactions contemplated hereby and thereby. This Assuming the due execution and delivery of this Agreement, the Escrow Agreement and the Ancillary Agreements Registration Rights Agreement by Sellers and Bekins (to which Purchaser the extent each is a party have been duly executed thereto), each of this Agreement, the Escrow Agreement and delivered by Purchaser and constitute the Registration Rights Agreement to which it is a party, is a legal, valid and legally binding obligations obligation of Purchasereach of Buyer and Acquisition Corp., enforceable against it each of Buyer and Acquisition Corp. in accordance with their respective terms its terms, except that enforcement (i) as such enforceability may be limited by or subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer moratorium or other similar laws relating affecting creditors' rights generally, (ii) as such obligations are subject to general principles of equity and (iii) as rights to indemnity may be limited by federal or state securities laws of public policy. There does not exist any circumstances that would operate to terminate, reduce, alter or impair the obligation of Buyer to issue the Make Whole Shares or that give to rise to or affecting creditors’ rights generally and enforcement would give rise to a right of set-off by Buyer or any defense to the performance of Buyer's obligation to issue the Make Whole Shares in accordance with the terms of this Agreement, including among other things the remedy of specific performance and injunctive or other forms of equitable relief, may be subject to equitable defenses and to the discretion of the court before which any action, hearing or similar proceeding therefor may be brought. The execution and delivery of this Agreement and the related Ancillary Agreements and the consummation of the transactions contemplated hereby will not violate or conflict with any Law, order, writ, injunction, judgment, arbitration award or decree to which Purchaser is bound except for violations, defaults or conflicts which would not have a Material Adverse Effect.

Authorization; Validity. Purchaser (a) The Seller has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement and the Ancillary Agreements other Transaction Documents to which it is a party and to carry out its obligations hereunder and thereunder. The execution thereunder and delivery by Purchaser of this Agreement and the Ancillary Agreements to be executed by Purchaser pursuant hereto and the consummation by Purchaser of consummate the transactions contemplated hereby and thereby have been duly authorized subject solely to obtaining, at the Seller Stockholders’ Meeting, the affirmative vote of the holders of a majority of the outstanding shares of Seller Common Stock (the “Requisite Stockholder Approval”) entitled to vote thereon at the Stockholders’ Meeting in favor of the Contemplated Acquisition. The execution, delivery and performance by the board Seller of directors of Purchaser. No further act or proceeding on the part of Purchaser is necessary to authorize this Agreement or the Ancillary Agreements to be executed and delivered by Purchaser pursuant hereto or such other Transaction Documents, and the consummation by the Seller of the transactions contemplated hereby and thereby. , have been duly authorized on the part of the Seller and no other proceedings (corporate or otherwise) on its part are necessary to authorize the execution and delivery by it of this Agreement or such other Transaction Documents or the consummation by it of the transactions contemplated hereby or thereby (other than the receipt of the Requisite Stockholder Approval). (b) This Agreement and the Ancillary Agreements to which Purchaser is a party have has been duly executed and delivered by Purchaser the Seller, and constitute (assuming due and valid authorization, execution and delivery hereof by the Purchaser) is a valid and legally binding obligations obligation of Purchaserthe Seller, enforceable against it in accordance with their respective its terms, and each other Transaction Document to which it is a party, when executed and delivered (assuming due and valid authorization, execution and delivery thereof by the Purchaser), will constitute a valid and binding obligation of the Seller, enforceable against it in accordance with its terms (except that enforcement as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent transfer moratorium or other similar laws of general applicability relating to or affecting creditors’ creditor’s rights generally generally, and enforcement availability of this Agreement, including among other things the remedy of specific performance and injunctive relief or other forms of equitable reliefremedies). (c) The Special Committee, may be subject to equitable defenses at a meeting duly called and to the discretion of the court before which any actionheld, hearing or similar proceeding therefor may be brought. The execution and delivery of has (i) determined that this Agreement and the related Ancillary Agreements transactions contemplated hereby are in the best interests of the Seller and Seller’s Stockholders and (ii) recommended to the Seller Board that it approve and declare advisable this Agreement and the transactions contemplated by this Agreement. The Seller Board, at a meeting duly called and held, has: (i) determined that this Agreement and the transactions contemplated hereby are in the best interests of the Seller and the Seller’s Stockholders, (ii) approved this Agreement, (iii) approved the transactions contemplated by this Agreement and (iv) resolved to recommend that the Seller Stockholders approve the consummation of the transactions contemplated hereby will Contemplated Acquisition (the “Seller Board Recommendation”) and directed that such matter be submitted for the consideration of the Seller Stockholders at the Stockholders’ Meeting, which resolutions, as of the date hereof, have not violate been, other than in accordance with Section 6.03(c) and Section 6.03(d), rescinded, modified or conflict with withdrawn in any Law, order, writ, injunction, judgment, arbitration award or decree to which Purchaser is bound except for violations, defaults or conflicts which would not have a Material Adverse Effectway.

Authorization; Validity. Purchaser Each of BT and BT Holdings has all requisite corporate power and corporate authority to execute and deliver this Agreement and the IPR Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each of BT, BT Holdings and their Affiliates will have at the Closing all requisite corporate, partnership or limited liability company power and authority to enter into this Agreement execute and deliver the Ancillary Transaction Agreements to be executed by it on or prior to the Closing, to perform its obligations under such Transaction Agreements to which it is a party and to carry out its obligations hereunder and thereunderconsummate the transactions contemplated thereby. The execution execution, delivery and delivery performance by Purchaser each of BT and BT Holdings of this Agreement and the Ancillary Agreements to be executed by Purchaser pursuant hereto IPR Agreement, and the consummation by Purchaser each of the transactions contemplated hereby BT and thereby have been duly authorized by the board of directors of Purchaser. No further act or proceeding on the part of Purchaser is necessary to authorize this Agreement or the Ancillary Agreements to be executed and delivered by Purchaser pursuant hereto or the consummation BT Holdings of the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which Purchaser is a party , have been duly authorized by all necessary corporate action on the part of BT and BT Holdings and the execution, delivery and performance by each of BT, BT Holdings and their Affiliates of the Transaction Agreements to be executed and delivered by Purchaser and constitute the valid and legally binding obligations of Purchaser, enforceable against it in accordance with their respective terms except that enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer on or similar laws relating to or affecting creditors’ rights generally and enforcement of this Agreement, including among other things the remedy of specific performance and injunctive or other forms of equitable relief, may be subject to equitable defenses and prior to the discretion of the court before which any actionClosing, hearing or similar proceeding therefor may be brought. The execution and delivery of this Agreement and the related Ancillary Agreements and the consummation of the transactions contemplated hereby thereby, will, prior to such execution and delivery, be duly authorized by all necessary corporate, partnership or limited liability company action on the part of BT, BT Holdings or such Affiliates and no other corporate, partnership or limited liability company proceedings or actions on the part of any of BT, BT Holdings or such Affiliates, or their respective boards of directors or other governing bodies or stockholders, partners or members will not violate be necessary therefor. This Agreement and the IPR Agreement have been, and the Transaction Agreements to be executed by BT, BT Holdings and their Affiliates on or conflict prior to the Closing will, when executed and delivered, be, duly executed and delivered by BT, BT Holdings and their Affiliates, as applicable. Assuming the due execution and delivery hereof and thereof by the other parties thereto, this Agreement and the IPR Agreement constitute, and the other Transaction Agreements to be executed by BT, BT Holdings or their Affiliates on or prior to the Closing will, when duly executed and delivered, constitute, legal, valid and binding obligations of BT, BT Holdings and such Affiliates that are parties thereto, enforceable against it or them in accordance with any Law, order, writ, injunction, judgment, arbitration award or decree to which Purchaser is bound except for violations, defaults or conflicts which would not have a Material Adverse Effecttheir respective terms.

Authorization; Validity. Purchaser Each of Seller and Seller's Parent has all requisite power and authority authority, corporate or otherwise, to enter into this Agreement and all documents and instruments required to be executed by each such party (collectively, the Ancillary Agreements "Seller's Documents"), to which it is a party and to carry out perform its obligations hereunder and thereunder. The execution thereunder and delivery by Purchaser of this Agreement and the Ancillary Agreements to be executed by Purchaser pursuant hereto and the consummation by Purchaser of consummate the transactions contemplated hereby and thereby have been duly authorized by without the approval of any third party except as listed on Schedule 5.2(b). All necessary action including, without limitation, the approval of Seller's board of directors and its shareholder, has been taken by Seller and Seller's Parent with respect to the execution, delivery and performance by Seller and Seller's Parent of Purchaser. No further act or proceeding on the part of Purchaser is necessary to authorize this Agreement or the Ancillary Agreements to be executed and delivered by Purchaser pursuant hereto or Seller's Documents and the consummation of the transactions contemplated hereby and therebythereby and no further authorization will be necessary to authorize the execution and delivery by them hereof and thereof, and the performance of their respective obligations hereunder or thereunder. There are no corporate, contractual, statutory or other restrictions of any kind upon the power and authority of Seller or Seller's Parent to execute and deliver this Agreement and Seller's Documents and to consummate the transactions contemplated hereunder and thereunder and no action, waiver or consent by any Governmental Authority is necessary to make this Agreement and Seller's Documents, as appropriate, a valid instrument binding upon Seller and Seller's Parent in accordance with their respective terms. This Agreement and the Ancillary Agreements to which Purchaser is a party have has been duly executed and delivered by Purchaser Seller and constitute Seller's Parent and constitutes, and Seller's Documents when executed at the Closing will constitute, legal, valid and legally binding obligations of PurchaserSeller and Seller's Parent when this Agreement is executed by Buyer and Buyer's Parent , enforceable against it each such party in accordance with their respective terms terms, except that enforcement (i) as such enforceability may be limited by or subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer moratorium or other similar laws relating to or affecting creditors’ ' rights generally generally, (ii) as such obligations are subject to general principles of equity and enforcement of this Agreement, including among other things the remedy of specific performance and injunctive or other forms of equitable relief, (iii) as rights to indemnity may be subject to equitable defenses and to the discretion of the court before which any action, hearing limited by federal or similar proceeding therefor may be brought. The execution and delivery of this Agreement and the related Ancillary Agreements and the consummation of the transactions contemplated hereby will not violate state securities laws or conflict with any Law, order, writ, injunction, judgment, arbitration award or decree to which Purchaser is bound except for violations, defaults or conflicts which would not have a Material Adverse Effectby public policy.

Authorization; Validity. Purchaser Each of AT&T and ACSJ has all requisite corporate or limited liability company authority and power to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Each of AT&T, ACSJ and their Affiliates will have at the Closing all requisite corporate, partnership, limited liability company or other similar authority and power to enter into this Agreement execute and deliver the Ancillary other Unwind Agreements to be executed by it on or prior to the Closing, to perform its obligations under such other Unwind Agreements to which it is a party and to carry out its obligations hereunder and thereunderconsummate the transactions contemplated thereby. The execution execution, delivery and delivery performance by Purchaser each of AT&T and ACSJ of this Agreement Agreement, and the Ancillary consummation by each of AT&T and ACSJ of the transactions contemplated hereby, have been duly authorized by all necessary corporate or limited liability company action on the part of AT&T and ACSJ, and the execution, delivery and performance by each of AT&T, ACSJ and their Affiliates of the other Unwind Agreements to be executed by Purchaser pursuant hereto and the consummation by Purchaser of the transactions contemplated hereby and thereby have been duly authorized by the board of directors of Purchaser. No further act it on or proceeding on the part of Purchaser is necessary to authorize this Agreement or the Ancillary Agreements to be executed and delivered by Purchaser pursuant hereto or the consummation of the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which Purchaser is a party have been duly executed and delivered by Purchaser and constitute the valid and legally binding obligations of Purchaser, enforceable against it in accordance with their respective terms except that enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws relating to or affecting creditors’ rights generally and enforcement of this Agreement, including among other things the remedy of specific performance and injunctive or other forms of equitable relief, may be subject to equitable defenses and prior to the discretion of the court before which any actionClosing, hearing or similar proceeding therefor may be brought. The execution and delivery of this Agreement and the related Ancillary Agreements and the consummation of the transactions contemplated hereby will not violate thereby, will, prior to such execution and delivery, be duly authorized by all necessary corporate, partnership, limited liability company or conflict other similar action on the part of AT&T, ACSJ or such Affiliates, and no other corporate, partnership, limited liability company or other similar proceedings or actions on the part of any of AT&T, ACSJ or such Affiliates, or their respective boards of directors or other governing bodies or stockholders, partners or members are necessary therefor. This Agreement has been, and the other Unwind Agreements to be executed by AT&T, ACSJ and their Affiliates on or prior to the Closing will, when executed and delivered, be, duly executed and delivered by AT&T, ACSJ and their Affiliates, as applicable. Assuming the due execution and delivery hereof and thereof by the other parties thereto, this Agreement constitutes, and the other Unwind Agreements to be executed by AT&T, ACSJ or their Affiliates on or prior to the Closing will, when duly executed and delivered, constitute, legal, valid and binding obligations of AT&T, ACSJ and such Affiliates that are parties thereto, enforceable against it or them in accordance with any Law, order, writ, injunction, judgment, arbitration award or decree to which Purchaser is bound except for violations, defaults or conflicts which would not have a Material Adverse Effecttheir respective terms.

Authorization; Validity. Purchaser (a) Neither the Stockholders nor Cook xxx taken any action that could cause the representatives of Holdings and MergerCo executing this Agreement and each of the other agreements and instruments executed and delivered by either or both of them in connection with the transactions contemplated hereby (collectively, the "Transaction Documents") not to have the full legal right, corporate power and authority to enter into and bind Holdings and MergerCo to the terms of this Agreement and the other Transaction Documents. Cook xxx each of the Stockholders has all requisite the full legal right, corporate or other power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party other Transaction Documents and to carry out its obligations hereunder and thereunder. The execution and delivery by Purchaser of this Agreement and the Ancillary Agreements to be executed by Purchaser pursuant hereto and the consummation by Purchaser of the transactions contemplated hereby and thereby have been duly authorized by the board of directors of Purchaser. No further act or proceeding on the part of Purchaser is necessary to authorize this Agreement or the Ancillary Agreements to be executed and delivered by Purchaser pursuant hereto or the consummation of consummate the transactions contemplated hereby and thereby. This Agreement and Neither the Ancillary Agreements to which Purchaser is a party have been duly executed and delivered by Purchaser and constitute Stockholders nor Cook xxx taken any action that could cause the valid and legally binding obligations of Purchaser, enforceable against it in accordance with their respective terms except that enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws relating to or affecting creditors’ rights generally and enforcement of this Agreement, including among other things the remedy of specific performance and injunctive or other forms of equitable relief, may be subject to equitable defenses and to the discretion of the court before which any action, hearing or similar proceeding therefor may be brought. The execution and delivery of this Agreement by Holdings and MergerCo and the related Ancillary Agreements performance by Holdings and the consummation MergerCo of the transactions contemplated hereby herein and therein not to have been duly and validly authorized by the respective Boards of Directors of such corporations or this Agreement and each of the other Transaction Documents not to have been duly and validly authorized by all necessary corporate action. This Agreement is, and when executed, each of the other Transaction Documents will be, a legal, valid and binding obligation of Cook xxx the Stockholders, enforceable against each of them in accordance with its terms. (b) Neither the Stockholders nor Cook xxx taken any action that could cause the shares of Holdings Common Stock to be delivered to the stockholders of PetroChemNet at the Closing in connection with the Merger not violate to be duly authorized, validly issued shares of common stock of Holdings, fully paid and nonassessable, or conflict with issued in violation of the preemptive rights of any Law, order, writ, injunction, judgment, arbitration award or decree to which Purchaser is bound except for violations, defaults or conflicts which would not have a Material Adverse Effectpersons.

Authorization; Validity. Purchaser Seller has all requisite power and authority to enter into this Agreement and all agreements, documents and instruments required to be executed by Seller pursuant hereto (collectively, the Ancillary Agreements "Basic Documents"), to which it is a party and to carry out perform its obligations hereunder and thereunder. The execution thereunder and delivery by Purchaser of this Agreement and the Ancillary Agreements to be executed by Purchaser pursuant hereto and the consummation by Purchaser of consummate the transactions contemplated hereby and thereby have without the approval of any third party. All necessary limited liability company action including, without limitation, the approval of Seller's managers, has been duly authorized taken by Seller with respect to the board execution, delivery and performance by Seller of directors of Purchaser. No further act or proceeding on the part of Purchaser is necessary to authorize this Agreement or and the Ancillary Agreements to be executed Basic Documents and delivered by Purchaser pursuant hereto or the consummation of the transactions contemplated hereby and thereby, and no further authorization will be necessary to authorize the execution and delivery by Seller hereof and thereof, and the performance of its obligations hereunder or thereunder. Except as set forth on Schedule 4.2(b), there are no corporate, contractual, statutory or other restrictions of any kind upon the power and authority of Seller to execute and deliver this Agreement and the Basic Documents and to consummate the transactions contemplated hereunder and thereunder. As of its last regularly prepared balance sheet and income statement, Seller had less than $100 million of HSR Assets and Revenues, no action, waiver or consent by any Governmental Authority is necessary to make this Agreement and the Basic Documents, as appropriate, a valid instrument binding upon Seller in accordance with its respective terms. This Agreement and the Ancillary Agreements to which Purchaser is a party Basic Documents have been duly executed and delivered by Purchaser Seller and constitute the constitutes legal, valid and legally binding obligations of PurchaserSeller, enforceable against it Seller in accordance with their respective terms terms, except that enforcement (i) as such enforceability may be limited by or subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer moratorium or other similar laws relating to or affecting creditors’ ' rights generally generally, (ii) as such obligations are subject to general principles of equity and enforcement of this Agreement, including among other things the remedy of specific performance and injunctive or other forms of equitable relief, (iii) as rights to indemnity may be subject to equitable defenses and to the discretion of the court before which any action, hearing limited by federal or similar proceeding therefor may be brought. The execution and delivery of this Agreement and the related Ancillary Agreements and the consummation of the transactions contemplated hereby will not violate state securities laws or conflict with any Law, order, writ, injunction, judgment, arbitration award or decree to which Purchaser is bound except for violations, defaults or conflicts which would not have a Material Adverse Effectby public policy.

Authorization; Validity. Purchaser Concert BV has all requisite corporate or other authority and power to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Each of Concert BV and its Affiliates will have at the Closing all requisite corporate, partnership, limited liability company or other similar authority and power to enter into this Agreement execute and deliver the Ancillary other Unwind Agreements to be executed by it on or prior to the Closing, to perform its obligations under such other Unwind Agreements to which it is a party and to carry out its obligations hereunder and thereunderconsummate the transactions contemplated thereby. The execution execution, delivery and delivery performance by Purchaser Concert BV of this Agreement Agreement, and the Ancillary consummation by Concert BV of the transactions contemplated hereby, have been duly authorized by all necessary corporate or other action on the part of Concert BV, and the execution, delivery and performance by Concert BV and its Affiliates of the other Unwind Agreements to be executed by Purchaser pursuant hereto it on or prior to the Closing, and the consummation by Purchaser of the transactions contemplated hereby and thereby have been duly authorized by the board of directors of Purchaser. No further act or proceeding on the part of Purchaser is necessary to authorize this Agreement or the Ancillary Agreements to be executed and delivered by Purchaser pursuant hereto or the consummation of the transactions contemplated hereby thereby, will, prior to such execution and therebydelivery, be duly authorized by all necessary corporate, partnership, limited liability company or other similar action on the part of Concert BV or such Affiliates and no other corporate, partnership, limited liability company or other similar proceedings or actions on the part of any of Concert BV or such Affiliates or their respective governing bodies or stockholders, partners or members will be necessary therefor. This Agreement has been, and the Ancillary other Unwind Agreements to which Purchaser is a party have been be executed by Concert BV and its Affiliates on or prior to the Closing will, when executed and delivered, be, duly executed and delivered by Purchaser Concert BV and constitute its Affiliates, as applicable. Assuming the due execution and delivery hereof and thereof by the other parties thereto, this Agreement constitutes, and the other Unwind Agreements to be executed by Concert BV and its Affiliates on or prior to the Closing will, when duly executed and delivered, constitute, legal, valid and legally binding obligations of PurchaserConcert BV and such Affiliates, enforceable against it in accordance with their respective terms except that enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws relating to or affecting creditors’ rights generally and enforcement of this Agreement, including among other things the remedy of specific performance and injunctive or other forms of equitable relief, may be subject to equitable defenses and to the discretion of the court before which any action, hearing or similar proceeding therefor may be brought. The execution and delivery of this Agreement and the related Ancillary Agreements and the consummation of the transactions contemplated hereby will not violate or conflict with any Law, order, writ, injunction, judgment, arbitration award or decree to which Purchaser is bound except for violations, defaults or conflicts which would not have a Material Adverse Effectterms.