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 Each Credit Party has all requisite full right, power and authority to enter into this Agreement Agreement, to make the borrowings and execute and deliver the Ancillary Agreements Loan Documents as provided herein to which it is a party and to carry out perform all of its duties and obligations under this Agreement and the Loan Documents to which it is a party and no other action or consent on the part of the Credit Parties, its board of directors, stockholders, members, managers, partners, or any other Person is necessary or required by the Credit Parties to execute this Agreement and 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 the Credit Parties’ articles of incorporation, bylaws, operating agreement, partnership agreement, or other governing documents. All necessary and appropriate 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 the Credit Parties 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 and therebyPromissory Note. 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 Purchaserthe Credit Parties, enforceable against it the Credit Parties 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 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 broughtremedies. The execution and delivery Credit Parties do not know of any reason why the Credit Parties cannot perform any of its obligations under this Agreement and Agreement, the Loan Documents or any 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 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. 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 Seller 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 Purchaser Seller 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 Seller of the transactions contemplated hereby and thereby have been duly authorized by all necessary entity action on the board part of directors of Purchaserthe Seller. No further act or proceeding on the part of Purchaser Seller 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 Seller 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 Documents to which Seller is a named party and the Ancillary Agreements related agreements, documents and instruments to which Purchaser is a party have been duly be executed and delivered by Purchaser and Seller pursuant hereto will constitute the valid and legally binding obligations of Purchaser, Seller enforceable against it 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. 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 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 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.

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 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. 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.